Certain Security Interests and Guarantees Sample Clauses

Certain Security Interests and Guarantees. 1. Pledge and Security Agreement (ABL) dated as of September 25, 2007 among Biomet, Inc., an Indiana corporation, several subsidiary borrowers party thereto, LVB Acquisition, Inc., a Delaware corporation, and Bank of America, N.A., as Administrative Agent.
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Certain Security Interests and Guarantees. 1. Pledge and Security Agreement (Cash Flow) dated as of September 25, 2007 among LVB Acquisition, Inc., a Delaware corporation, Biomet, Inc., an Indiana corporation, certain subsidiaries of Biomet, Inc. from time to time party thereto and Bank of America, N.A., as Administrative Agent.
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Certain Security Interests and Guarantees. As of the Closing Date: ● the Security Agreement by and among the Loan Parties and the Administrative Agent; ● the Copyright Security Agreement by the Borrower, Parent and Pier 1 Licensing, Inc., in favor of the Administrative Agent; ● the Patent Security Agreement by Pier 1 Services Company, a Delaware statutory trust (“Pier 1 Services”), in favor of the Administrative Agent; and ● the Trademark Security Agreement by Pier 1 Services in favor of the Administrative Agent. Within 30 days after the Closing Date: ● Deed of hypothec and issue of bonds by and among the Loan Parties (with respect to Collateral located in Quebec) and the Collateral Agent, acting as fondé de pouvoir, 25% demand bond issued by a Loan Party in favour of the Collateral Agent and certified by the fondé de pouvoir, delivery order issued by a Loan Party and pledge of bond agreement by and among a Loan Party and the Collateral Agent for itself and on behalf of the other Secured Parties; ● the General Security Agreement by and among the Loan Parties (with respect to Collateral located in Canada) and the Collateral Agent; ● Intellectual Property Security Agreement by Pier 1 Services in respect of Canadian Trademarks in favor of the Collateral Agent, with related schedules thereto and related supplements to the schedules to the Perfection Certificate delivered as of the Closing Date; ● evidence that all registrations, recordings and filings in Canada that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been prepared in proper form (including PPSA financing statements and certified statements issued by the Quebec Register of Personal Movable Property Rights); ● an opinion from Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; and ● opinions from counsel in each jurisdiction in which PPSA financing statements are filed, in each case, in form and substance reasonably satisfactory to the Administrative Agent. Schedule 2.01 Commitment Lender Commitment Bank of America, N.A. $200,000,000.00 Schedule 5.12
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Certain Security Interests and Guarantees. ABL Receivables Pledge and Security Agreement, dated as of the Closing Date, among the Grantors identified therein and Citibank, N.A., as Administrative Agent. Holdings Guarantee Agreement (ABL), dated as of the Closing Date, between Clear Channel Capital I, LLC and Citibank, N.A., as Administrative Agent. U.S. Guarantee Agreement (ABL), dated as of the Closing Date, among the Guarantors identified therein and Citibank, N.A., as Administrative Agent. Schedule 1.01D NCR Stations Market: Ashland/Mansfield, OH WNCO-FM WNCO-AM WFXN-FM WXXF-FM WXXR-FM WYHT-FM WSWR-FM WMAN-AM Market: Anchorage, AK KASH-FM KBFX-FM KGOT-FM KYMG-FM KENI-AM KTZN-AM Market: Augusta, ME WIGY-FM WFAU-AM WABK-FM WTOS-FM WKCG-FM WMCM-FM WRKD-AM WQSS-FM WCME-FM Market: Bangor, ME WABI-AM WVOM-FM WBFB-FM WKSQ-FM WLKE-FM WWBX-FM Market: Binghamton, NY WMXW-XX XXXX-AM WMRV-FM WKGB-FM WBBI-FM WINR-AM Market: Bismarck, ND KFYR-AM KYYY-FM KXMR-AM KSSS-FM KQDY-FM KBMR-AM Market: Burlington, VT WCPV-FM WEAV-AM WXZO-FM WEZF-FM WVTK-FM Market: Chillicothe, OH WCHO-FM WCHO-AM WSRW-AM WBEX-AM WCHI-AM WKKJ-FM Market: Cookeville, TN WGSQ-FM WGIC-FM WHUB-AM WPTN-AM Market: Defiance, OH WDFM-FM WDFM-LP WNDH-FM WONW-AM WZOM-FM Market: Dickinson, ND KCAD-FM KLTC-AM KZRX-FM Market: Eau Claire, WI WATQ-FM WBIZ-AM WBIZ-FM WMEQ-AM WMEQ-FM WQRB-FM Market: Fairbanks, AK KIAK-FM KFBX-AM KKED-FM Market: Farmington, NM KTRA-FM KDAG-FM KCQL-AM KKFG-FM KAZX-FM Market: Fayetteville, AR KEZA-FM KMXF-FM KIGL-FM Market: Findlay/Tiffin, OH WPFX-FM WTTF-AM Market: The Florida Keys, FL WFKZ-FM WAIL-FM WEOW-FM WCTH-FM Market: Fort Xxxxx, AR KWHN-AM KZBB-FM KKBD-XX XXXX-AM Market: Gadsden, AL WAAX-AM WGMZ-FM Market: Gallup, NM KGLX-FM KXTC-FM KFMQ-FM KFXR-FM Market: Grand Forks, ND KSNR-FM KKXL-FM KQHT-FM KJKJ-FM KKXL-AM Market: Huntington, WV WTCR-FM WKEE-FM WBVB-FM WAMX-FM WVHU-AM WTCR-AM Market: Lancaster, PA WLAN-AM WLAN-FM Market: Laurel, MS WEEZ-AM WJKX-FM WUSW-FM WZLD-FM WFOR-AM WNSL-FM Market: Lima, OH WZRX-FM WIMA-AM WIMT-FM WMLX-FM WLWD-FM Market: Marion, OH WDIF-FM WMRN-AM WYNT-FM Market: Meridian, MS WHTU-FM WMSO-FM WZKS-FM WYHL-AM WJDQ-FM Market: Minot, ND KCJB-AM KYYX-FM KMXA-FM KIZZ-FM KZPR-FM Market: Montgomery, AL WZHT-FM WWMG-FM WHLW-FM Market: Ogallala, NE KOGA-FM KMCX-XX XXXX-AM Market: Parkersburg, WV WDMX-FM WRVB-FM WNUS-FM WHNK-AM WLTP-AM Market: Poughkeepsie, NY WRNQ-FM WRWD-FM WCTW-FM WPKF-FM WELG-AM WHUC-AM WKIP-AM WZCR-FM WRWC-FM WBWZ-FM Market: Xxxxxxxx, VT WCVR-FM WTSJ-AM Market: Reading, PA WRAW-...
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Certain Security Interests and Guarantees. The Guaranty substantially in the form of Exhibit F to the Credit Agreement The Security Agreement substantially in the form of Exhibit G to the Credit Agreement The Intellectual Property Security Agreements substantially in the form of Exhibit II to the Security Agreement Issuer’s Acknowledgments pursuant to Section 2.07(a) of the Security Agreement Schedule 1.01B Unrestricted Subsidiaries None. Schedule 1.01D Guarantors Agencyport Software US Incorporated Agencyport Software Corporation Schedule 2.01(b) Revolving Credit Commitments Revolving Credit Lender Revolving Credit Commitment Bank of America, N.A. $ 10,000,000.00 Citizens Bank, National Association $ 10,000,000.00 ING Capital LLC $ 10,000,000.00 Schedule 5.06 Litigation None Schedule 5.11 Subsidiaries Subsidiary Jurisdiction of Organization Registered Holder Percentage of Interests in Subsidiary Held by Registered Holder Required to be Pledged Duck Creek Technologies LLC Delaware Disco Topco Holdings (Cayman), L.P. 100% 100 % Agencyport Software US Incorporated Delaware Duck Creek Technologies LLC 100% 100 % Agencyport Software Corporation Delaware Agencyport Software US Incorporated 100% 100 % Duck Creek Technologies Limited United Kingdom Disco Topco Holdings (Cayman), L.P. 100% 100 % Duck Creek Technologies Spain, S.L. Spain Duck Creek Technologies Limited 100% 0 % Duck Creek Technologies Pty Ltd Australia Duck Creek Technologies Limited 100% 0 % Duck Creek Technologies India LLP India Duck Creek Technologies Pty Ltd 100% 0 % Duck Creek Technologies India LLP India Xxxxxxxx Xxxxxx 0% (no economic interest) 0 % Duck Creek Technologies India LLP India Xxxxxx Xxxx 0% (no economic interest) 0 % Schedule 6.12
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Certain Security Interests and Guarantees. 1. GUARANTY, dated 2017, among LUPERT LTD, a company formed under the laws of the State of Israel (“Israeli Holdings”), the other undersigned Guarantors (as defined therein) and ING CAPITAL LLC, as Administrative Agent and Collateral Agent.
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Certain Security Interests and Guarantees. 1. The First Lien Security Agreement executed by certain Loan Parties, substantially in the form of Exhibit G.
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Certain Security Interests and Guarantees. 1. The Security Agreement
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Certain Security Interests and Guarantees. 1. The Security Agreement executed by certain Loan Parties, substantially in the form of Exhibit G.
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Related to Certain Security Interests and Guarantees

  • Release of Liens and Guarantees In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

  • Security Interest and Guarantee The Holder has been granted a security interest (i) in certain assets of the Borrower and its Subsidiaries as more fully described in the Master Security Agreement dated as of the date hereof and (ii) pursuant to the Stock Pledge Agreement dated as of the date hereof. The obligations of the Borrower under this Note are guaranteed by certain Subsidiaries of the Borrower pursuant to the Subsidiary Guaranty dated as of the date hereof.

  • Collateral Documents and Guaranties Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (b) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (ii) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, (A) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof and (B) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

  • DESCRIPTION OF COLLATERAL AND GUARANTIES Repayment of the Indebtedness is secured by the Collateral as described in the Loan Agreement. Hereinafter, the above-described security documents and guaranties, together with all other documents securing repayment of the Indebtedness shall be referred to as the "Security Documents". Hereinafter, the Security Documents, together with all other documents evidencing or securing the Indebtedness shall be referred to as the "Existing Loan Documents".

  • Authorization to Release Liens and Guarantees The Administrative Agent is hereby irrevocably authorized by each of the Lenders to effect any release of Liens or guarantee obligations contemplated by Section 10.15.

  • Loans and Guarantees (a) The Borrower shall not (and the Borrower shall ensure that no member of the Group will):

  • Collateral and Guarantee Matters Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 7.1(b)). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 9.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 10.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Borrower, at Borrower’s expense, such termination and release documentation as Borrower may reasonably request to evidence a Lien release that occurs pursuant to terms of this Section 9.10.

  • Perfection and Protection of Security Interests and Liens Borrower will from time to time deliver, and will cause each other Restricted Person from time to time to deliver, to Agent any financing statements, continuation statements, extension agreements and other documents, properly completed and executed (and acknowledged when required) by Restricted Persons in form and substance satisfactory to Agent, which Agent requests for the purpose of perfecting, confirming, or protecting any Liens or other rights in Collateral securing any Obligations.

  • Creation, Perfection and Priority of Security Interests The representations and warranties regarding creation, perfection and priority of security interests in the Purchased Property, which are attached to this Agreement as Appendix B, are true and correct to the extent that they are applicable.

  • PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN Borrower shall, at Lender's request, at any time and from time to time, authenticate, execute and deliver to Lender such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower's true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender's security interest in the Collateral. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Borrower further ratifies and confirms the prior filing by Lender of any and all financing statements which identify the Borrower as debtor, Lender as secured party and any or all Collateral as collateral.

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