Perfection Opinion Sample Clauses

Perfection Opinion. Promptly after the execution and delivery of this Indenture and the execution and delivery of the Notes and every year thereafter on February 1 of each year, the Company will deliver to the Trustee and the Collateral Agent, at the expense of the Company, an Opinion of Counsel either stating that in the opinion of such counsel such action has been taken with respect to the recording, filing, rerecording and refiling of financing or continuation statements as is necessary to maintain the effectiveness and the perfection of the Liens of this Indenture and the Collateral Documents, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain the effectiveness or perfection of such lien; and in each case, such opinion shall state what future action is necessary to maintain the effectiveness and perfection of such Liens.
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Perfection Opinion. The Borrower acknowledges and agrees that (x) the Lender may require an opinion of counsel, in form and substance satisfactory to the Lender and its counsel, that all filings, registrations and recordings to perfect the security interest of the Lender in the Collateral in all offices and in all jurisdictions where required by applicable law to do so have been duly made on a timely basis (the "Perfection Opinion"), and (y) although the Lender is not requiring delivery of a Perfection Opinion in connection with the extension of the Commitment Termination Date pursuant to this Amendment, no course of dealing shall be implied and the Lender, without prejudice, reserves the right to require such Perfection Opinion.
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Perfection Opinion. Deliver, within five Business Days after the Closing Date, an opinion of counsel, in form and substance reasonably acceptable to the Trustee, the Funding Agent and the Administrator, regarding the perfection and priority of the security interest granted to the Trust by this Agreement under the law of the State of Illinois.
Sample 1
Perfection Opinion. On the fourth anniversary of this Agreement, the Issuer shall provide to the Collateral Agent and the holders an opinion or opinions of counsel addressed to them (a) stating that all action has been taken with respect to the filing, recording, re-filing and re-recording of the Security Documents and/or financing statements and continuation statements with respect thereto as is necessary to protect and preserve the rights and interests of the Collateral Agent in and to the Collateral and the Liens on and in the Collateral created by the Security Documents and reciting the details of such action or referring to prior opinions of counsel in which such details are given and (b) stating what, if any, action of the foregoing nature may reasonably be expected to become necessary during the next 48 months in order to protect and preserve the rights and interests of the Collateral Agent in and to the Collateral and the Liens on and in the Collateral created by the Security Documents.
Sample 1
Perfection Opinion. On or prior to May 20, 2022, the Collateral Agent shall have received a perfection opinion from Pxxxxxxxxx PC, the Company’s Missouri counsel, in form and substance satisfactory to the Collateral Agent. Any breach of this Section 5 shall be deemed an “Event of Default” (as defined in the Notes) under the Notes.
Sample 1
Perfection Opinion. On the second anniversary of this Agreement and every two years thereafter, the Issuer shall provide to the Collateral Agent and the holders an opinion or opinions of counsel addressed to them (a) stating that all action has been taken with respect to the filing, recording, re-filing and re-recording of the Security Documents and/or financing statements and continuation statements with respect thereto as is necessary to protect and preserve the rights and interests of the Collateral Agent in and to the Collateral and the Liens on and in the Collateral created by the Security Documents and reciting the details of such action or referring to prior opinions of counsel in which such details are given and (b) stating what, if any, action of the foregoing nature may reasonably be expected to become necessary during the next 24 months in order to protect and preserve the rights and interests of the Collateral Agent in and to the Collateral and the Liens on and in the Collateral created by the Security Documents.
Sample 1
Perfection Opinion. Promptly after the execution and delivery of this Indenture and the execution and delivery of the Notes and every year thereafter on February 1 of each year,
Sample 1
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Related to Perfection Opinion

  • Perfection, Etc Each Collateral Document delivered pursuant to this Agreement will, upon execution and delivery thereof, be effective to create (to the extent described therein and subject, in the case of Collateral Documents governed by the Laws of a jurisdiction located outside of the United States, to the Guaranty and Security Principles) in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, winding-up, insolvency, fraudulent conveyance, reorganization (by way of voluntary arrangement, schemes of arrangements or otherwise), moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and (a) when financing statements and other filings in appropriate form are filed or registered, as applicable, in the offices of the Secretary of State (or a comparable office in any applicable non-U.S. jurisdiction or pursuant to such other system of registration as may exist in any applicable non-U.S. jurisdiction) of each Loan Party’s jurisdiction of organization or formation and applicable documents are filed and recorded as applicable in the United States Copyright Office or the United States Patent and Trademark Office and (b) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the applicable Collateral Document or in the case of any Loan Party that is not a Domestic Loan Party, such actions as set forth in the applicable Collateral Documents to which such Loan Party is a party) the Liens created by the Collateral Documents shall constitute fully perfected (or the equivalent under applicable foreign law) first priority Liens so far as possible under relevant law on, and security interests in (to the extent intended to be created thereby and required to be perfected under the Loan Documents and, in each case, subject to the Guaranty and Security Principles), all right, title and interest of the grantors in such Collateral in each case free and clear of any Liens other than Liens permitted hereunder.

  • Security Interest Opinion Xxxxxx Xxxxxx Xxxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment) will have furnished their written opinion, dated the Closing Date, to the Representatives, the Indenture Trustee and Ford Credit, with respect to the security interest of the Trust in the Receivables and such opinion will be in substantially the form previously discussed with the Representatives and their counsel and satisfactory in form and substance to the Representatives and to their counsel in their reasonable judgment.

  • Certificate and Opinion as to Conditions Precedent Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

  • Title Opinions The Agents shall have received the opinions to be delivered pursuant to Section 3(s) on or before the date on which such delivery of such opinions is required pursuant to Section 3(s).

  • Perfection of Liens To help the Bank perfect and protect its security interests and liens, and reimburse it for related costs it incurs to protect its security interests and liens.

  • Perfection Certificate The Collateral Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.

  • Collateral Identification, Special Collateral (a) in the event that it hereafter acquires any Collateral of a type described in Section 5.2(b) hereof, it shall promptly notify the Collateral Agent thereof in writing and take such actions and execute such documents and make such filings all at the Grantors’ expense as the Collateral Agent may reasonably request in order to ensure that the Collateral Agent has a valid, perfected, first priority security interest in such Collateral, subject in the case of priority only, to any Permitted Liens; and

  • Perfection Certificates and UCC Search Results The Agent shall have received from each of the Borrower and its Subsidiaries a completed and fully executed Perfection Certificate and the results of UCC searches with respect to the Collateral, indicating no liens other than Permitted Liens and otherwise in form and substance satisfactory to the Agent.

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