Common use of Encumbrance Clause in Contracts

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are expressly permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s intellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 3 contracts

Samples: Loan and Security Agreement (Vitae Pharmaceuticals, Inc), Loan and Security Agreement (Vitae Pharmaceuticals, Inc), Loan and Security Agreement (Vitae Pharmaceuticals, Inc)

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Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are expressly permitted by the terms of this Agreement agreement to have priority over to Collateral Agent’s and Lenders’ Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral AgentAgent and Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s intellectual propertyIntellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 3 contracts

Samples: Loan and Security Agreement (Anacor Pharmaceuticals, Inc.), Loan and Security Agreement (Anacor Pharmaceuticals Inc), Loan and Security Agreement (Supernus Pharmaceuticals Inc)

Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for which Collateral may be subject to Permitted Liens that are expressly permitted by the terms of this Agreement to have priority over Collateral Agent’s LienLiens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s intellectual propertyIntellectual Property in favor of Bank, except as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (Ibotta, Inc.), Loan and Security Agreement (Ibotta, Inc.)

Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, property or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are expressly permitted by pursuant to the terms of this Agreement to have superior priority over Collateral Agentto Bank’s Lien), Lien under this Agreement) or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting such Borrower or any Subsidiary required to become a Borrower hereunder from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of such Borrower’s or any Subsidiary’s intellectual propertyIntellectual Property, except as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (Outbrain Inc.), Loan and Security Agreement (Outbrain Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are expressly permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral AgentAgent or any Lender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Borrower, or any Subsidiary of Borrower’s Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s ’s, or any such Subsidiary’s intellectual property’s, Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (Hansen Medical Inc), Loan and Security Agreement (Hansen Medical Inc)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are expressly permitted by the terms of this Agreement agreement to have priority over to Collateral Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Borrower, Guarantor or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s, Guarantor’s or any Subsidiary’s intellectual propertyIntellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (Zalicus Inc.), Loan and Security Agreement (Medicinova Inc)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority (subject only to Liens securing the Senior Debt) security interest granted herein (except for Permitted Liens that are expressly permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral AgentAgent and Purchasers) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s intellectual propertyIntellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Note Purchase Agreement (Global Telecom & Technology, Inc.), Note Purchase Agreement (Global Telecom & Technology, Inc.)

Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, in each case as to the foregoing except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for herein, other than Permitted Liens that are expressly permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien)Liens, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s intellectual propertyIntellectual Property, except as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (SI-BONE, Inc.), Loan and Security Agreement (SI-BONE, Inc.)

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for subject to Permitted Liens that are expressly permitted by the terms of this Agreement to have priority over Collateral Agent’s Lienby operation of law), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s intellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (Enernoc Inc), Loan and Security Agreement (Enernoc Inc)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or (b) permit any Collateral not to be subject to the first priority security interest granted herein (herein, except for Permitted Liens that are expressly permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien)Liens, or (iii) enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s intellectual propertyIntellectual Property, except as is pursuant to transactions that are otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (TrueCar, Inc.), Loan and Security Agreement (TrueCar, Inc.)

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are expressly permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien)herein. Neither Borrower shall sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent) with any Person which directly or indirectly prohibits or has the effect of prohibiting a Borrower or any Subsidiary from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of a Borrower’s or any Subsidiary’s intellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (Alphatec Holdings, Inc.), Loan and Security Agreement (Alphatec Holdings, Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries (including any Immaterial Subsidiary) to do so, except for Permitted Liens, or (b) permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are expressly permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien)herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary (including any Immaterial Subsidiary) from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any such Subsidiary’s intellectual propertyIntellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement (Tenable Holdings, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority (subject only to Liens securing the Senior Debt) security interest granted herein (except for Permitted Liens that are expressly permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral AgentPurchaser) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s intellectual propertyIntellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Note Purchase Agreement (Global Telecom & Technology, Inc.)

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Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for subject to any Permitted Liens that are expressly permitted by the terms of this Agreement entitled to have priority over Collateral Agent’s Lienhereunder), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s intellectual property, except as is otherwise permitted in Section 7.1 hereof and or the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (DemandTec, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, in each case except for Permitted Liens, or ; permit any Collateral not to be subject to the first priority security interest granted herein (except for subject only to Permitted Liens that are expressly permitted by pursuant to the terms of this Agreement to have superior priority over Collateral Agentto Lender’s LienLien under this Agreement), ; or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral AgentLender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s intellectual propertyIntellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Augmedix, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for it being acknowledged that the Collateral may be subject to Permitted Liens that are expressly permitted by the terms of this Agreement to have priority over Collateral Agent’s LienLiens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Borrower, or any Subsidiary of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any such Subsidiary’s intellectual propertyIntellectual Property in favor of Collateral Agent, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Otonomy, Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or ; (b) permit any Collateral not to be subject to the first priority security interest granted herein (except for herein, subject to Permitted Liens that are expressly permitted may have superior priority to Agent's Lien by the terms operation of this Agreement to have priority over Collateral Agent’s Lien), or law; (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral AgentAgent and Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s 's or any Subsidiary’s intellectual property's Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted of"Permitted Liens" herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Transgenomic Inc)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are expressly permitted by the terms of this Agreement to have priority over to Collateral Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s ’s, or any Subsidiary’s intellectual propertyIntellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Angie's List, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are expressly permitted by the terms of this Agreement agreement to have priority over to Collateral Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent) with any Person which that directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, assigning or encumbering any of Borrower’s its or any Subsidiary’s intellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Ligand Pharmaceuticals Inc)

Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are expressly as permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s intellectual propertyIntellectual Property, except as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Ziopharm Oncology Inc)

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