Additional Provisions Concerning the Collateral. (a) The Company authorizes the Secured Party to file, without the signature of the Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all in the discretion of the Secured Party. (b) If there is an Event of Default, the Company hereby irrevocably appoints the Secured Party as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company and in its name or otherwise, from time to time in the Secured Party’s discretion, to take any action or execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇▇▇ for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign the Company's name on any invoice or ▇▇▇▇ of lading relating to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to the Secured Party); (v) during the continuation of an Event of Default hereunder, to notify the postal authorities to change the address for delivery of its mail to an address designated by the Secured Party, to receive, open and process all mail addressed to the Company; (vi) to send requests for verification of accounts to customers; and (vii) to file any claims or take any action or institute any proceedings which the Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral. The Company hereby ratifies and approves in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company for any act or omission as to such attorney. (c) If the Company fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Party, the Secured Party may perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party incurred in connection therewith shall be payable by the Company immediately upon demand by Secured Party, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured hereby. (d) The powers conferred on the Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. (e) Anything herein to the contrary notwithstanding, (i) the Company shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party of any of its rights hereunder shall not release the Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party be obligated to perform any of the obligations or duties of the Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party. (g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 5 contracts
Sources: Security Agreement (Camber Energy, Inc.), Loan Agreement (Camber Energy, Inc.), Security Agreement (Camber Energy, Inc.)
Additional Provisions Concerning the Collateral. (a) The Company Grantor hereby authorizes the Secured Party Agent to file, without the signature of the Company, Grantor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all Collateral and consistent with the rights granted in the discretion of the Secured Partythis Agreement.
(b) If there is an Event of Default, the Company The Grantor hereby irrevocably appoints Agent the Secured Party as its Grantor's attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company Grantor and in its the name of the Grantor or otherwise, from time to time in the Secured Party’s Agent's discretion, after the occurrence of an Event of Default, to take any action or and to execute any instrument which the Secured Party Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇▇▇ sue for, recover, compound, receive receive, and give acquittance and receipts receip▇▇ for moneys due and to become due under or in respect of any of the Collateral; (iiiii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iviii) to sign the Company's its name on any invoice or ▇▇▇▇ bill of lading relating to any accountReceivable, on drafts against customersPolicyh▇▇▇▇rs, on schedules and assignments of accountsReceivables, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers Policyholders or insurers to make payment directly direct to the Secured PartyAgent); (viv) during the continuation of an Event of Default hereunder, to notify the postal post office authorities to change the address for delivery of its mail to an address designated by the Secured PartyAgent, to receive, open and process all mail addressed to the Company; (vi) Grantor, to send requests for verification of accounts Receivables to customers; and (viiv) to file any claims or take any action or institute any proceedings which the Secured Party Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Agent with respect to any of the Collateral. The Company hereby ratifies and approves in advance all acts of said attorney; (vi) to exercise any right, privilege or power which Grantor is entitled to exercise under or pursuant to any Premium Finance Agreement; and so long as the attorney acts in good faith and without gross negligence it shall have no liability (vii) to the Company for cancel or terminate any act policy of insurance upon nonpayment of any amount owed by a Policyholder under a Premium Finance Agreement or omission as pursuant to such attorneyan installment sale arrangement.
(c) If the Company Grantor fails to perform any material agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party Agent may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party Agent incurred in connection therewith shall be payable by the Company immediately upon demand by Secured PartyGrantor under Section 8 hereof, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured hereby.
(d) The powers conferred on the Secured Party Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein to the contrary notwithstanding, (i) the Company Grantor shall remain liable under any contracts and agreements relating to the Collateral, Collateral to the extent set forth therein, therein to perform all of its obligations thereunder, thereunder to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party Agent of any of its rights hereunder shall not release the Company Grantor from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party Agent shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the CollateralCollateral nor any contract of insurance, nor shall the Secured Party Agent be obligated to perform any of the obligations or duties of the Company Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In Any unearned premiums received by Grantor with respect to cancelled policies of insurance and any amounts received by Grantor from an insurance guaranty fund shall be held in trust by Grantor for the event the Company acquires a Subsidiary with the proceeds benefit of the Promissory Note (in whole or in part), as a condition thereto Agent and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Partybe promptly remitted to Agent.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 3 contracts
Sources: Security Agreement (Direct General Corp), Security Agreement (Direct General Corp), Security Agreement (Direct General Corp)
Additional Provisions Concerning the Collateral. (a) The Company authorizes the Secured Party to file, without the signature of the Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all in the discretion of the Secured Party.
(b) If there is an Event of Default, the Company hereby irrevocably appoints the Secured Party as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company and in its name or otherwise, from time to time in the Secured Party’s discretion, to take any action or execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇s▇▇ for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign the Company's ’s name on any invoice or ▇b▇▇▇ of lading relating to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to the Secured Party); (v) during the continuation of an Event of Default hereunder, to notify the postal authorities to change the address for delivery of its mail to an address designated by the Secured Party, to receive, open and process all mail addressed to the Company; (vi) to send requests for verification of accounts to customers; and (vii) to file any claims or take any action or institute any proceedings which the Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral. The Company hereby ratifies and approves in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company for any act or omission as to such attorney.
(c) If the Company fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Party, the Secured Party may perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party incurred in connection therewith shall be payable by the Company immediately upon demand by Secured Party, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured hereby.
(d) The powers conferred on the Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein to the contrary notwithstanding, (i) the Company shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party of any of its rights hereunder shall not release the Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party be obligated to perform any of the obligations or duties of the Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 2 contracts
Sources: Security Agreement (Camber Energy, Inc.), Security Agreement (Camber Energy, Inc.)
Additional Provisions Concerning the Collateral. (a) The Company authorizes the Secured Party to file, without the signature of the Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all in the discretion of the Secured Party.
(b) If there is an Event of Default, the Company hereby irrevocably appoints the Secured Party Versant as its attorney-in-fact (which such power of attorney is being coupled with an interest) and proxy, with full authority in the place and stead of the Company and in its name or otherwise, from time to time in the Secured PartyVersant’s discretion, to take any action or execute any instrument which the Secured Party Versant may deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party Versant pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇▇▇ for, recover, compound, receive receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign the Company's ’s name on any invoice or ▇▇▇▇ of lading relating to any accountAccount, on drafts against customers, on schedules and assignments assignment of accountsAccounts, on notices of assignmentassignments, financing statements and other public records, on verification of accounts Accounts and on notices to customers (including notices directing customers to make payment directly to the Secured PartyVersant); (v) during the continuation of an Event of if a Default hereunder(as hereinafter defined) has occurred and is continuing, to notify the postal authorities to change the address for delivery of its mail to an address designated by the Secured PartyVersant, to receive, open and process all mail addressed to the Company; (vi) , to send requests for verification of accounts Accounts to customers; and (viivi) to file any claims or take any action or institute any proceedings proceeding which the Secured Party Versant may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Versant with respect to any of the Collateral. The Company hereby ratifies and approves in advance all acts of said such attorney; and so long as the such attorney acts in good faith and without gross negligence it negligence, such attorney shall have no liability to the Company for any act or omission as to such attorneythereas.
(cb) If the Company fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party Versant may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party Versant incurred in connection therewith shall be payable by the Company immediately upon demand by Secured Party, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured hereby.
(dc) The powers conferred on the Secured Party upon Versant hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party Versant to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it Versant hereunder, the Secured Party Versant shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(ed) Anything herein to the contrary notwithstanding, (i) the Company shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, thereunder to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party Versant of any of its rights hereunder shall not release the Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party Versant shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party Versant be obligated to perform any of the obligations or duties of the Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 2 contracts
Sources: Factoring Agreement (iSpecimen Inc.), Security Agreement (Competitive Technologies Inc)
Additional Provisions Concerning the Collateral. (a) The Company authorizes the Secured Party Lender to file, without the signature of the Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all in the discretion of the Secured PartyLender.
(b) If there is an Event of Default, the The Company hereby irrevocably appoints the Secured Party Lender as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company and in its name or otherwise, from time to time in the Secured Party’s Lender's discretion, to take any action or execute any instrument which the Secured Party Lender may deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party Lender pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇▇▇ sue for, recover, compound, receive and give acquittance and receipts an▇ ▇eceipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign the Company's name on any invoice or ▇▇▇▇ bill of lading relating to any account, on drafts against again▇▇ customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to the Secured PartyLender); ;
(v) during the continuation of an Event of Default hereunder, to notify the postal authorities to change the address for delivery of its mail to an address designated by the Secured PartyLender, to receive, open and process all mail addressed to the Company; (vi) to send requests for verification of accounts to customers; and (vii) to file any claims or take any action or institute any proceedings which the Secured Party Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Lender with respect to any of the Collateral. The Company hereby ratifies and approves in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company for any act or omission as to such attorney.
(c) If the Company fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party Lender may perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party Lender incurred in connection therewith shall be payable by the Company immediately upon demand by Secured PartyLender, and shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured hereby.
(d) The powers conferred on the Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein to the contrary notwithstanding, (i) the Company shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the same extent as if this Security Agreement had not been executed; (iiin Section 2.02(b) the exercise by the Secured Party of any of its rights hereunder shall not release the Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party be obligated to perform any of the obligations or duties of the Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunderLoan Agreement.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 2 contracts
Sources: Guarantor Security Agreement (Integrated Security Systems Inc), Guarantor Security Agreement (Integrated Security Systems Inc)
Additional Provisions Concerning the Collateral. (a) The Company So long as any Obligations remain outstanding and so long as the Financing Agreement has not been terminated, the Grantor hereby authorizes the Secured Party Agent to file, without the signature of the Company, Grantor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all in the discretion of the Secured Party.
(b) If there is an Event of Default, the Company The Grantor hereby irrevocably appoints the Secured Party as its Agent the Grantor's attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company Grantor and in its the name of the Grantor or otherwise, from time to time in the Secured Party’s Agent's discretion, to take any action or and to execute any instrument which the Secured Party Agent may reasonably deem necessary or advisable to accomplish the purposes of this AgreementAgreement (subject to the rights of the Grantor under Section 5(f) hereof), including, without limitation: (iA) to receive, take, endorse, sign, assign and deliver, all in the name of the Agent or the Grantor, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral (but in all instances before an Event of Default in the name of the Grantor and not the Agent); (B) to obtain and adjust insurance required to be paid to the Secured Party Agent pursuant to Section 8 5(e) hereof, and to receive, indorse and collect any drafts or other instruments, documents and chattel paper in connection therewith; and (C) in addition to the foregoing and without limitation, upon the occurrence of an Event of Default, (i) to receive, indorse and collect any notes, drafts or other instruments, documents and chattel paper relating to the Collateral; (ii) to ask, demand, collect, ▇▇▇ for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorseindorse, and collect any checks, drafts or other instruments, documents, documents and chattel paper in connection with clause (iB), (C)(i) or clause (iiC)(ii) above; of this subsection (iv) to sign the Company's name on any invoice or ▇▇▇▇ of lading relating to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to the Secured Partyb); (v) during the continuation of an Event of Default hereunder, to notify the postal authorities to change the address for delivery of its mail to an address designated by the Secured Party, to receive, open and process all mail addressed to the Company; (vi) to send requests for verification of accounts to customers; and (viiiv) to file any claims or take any action or institute any proceedings which the Secured Party Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Agent with respect to any Collateral, including, without limitation, the sole right, in the name of the Collateral. The Company hereby ratifies Agent for the benefit of the Lender or the Grantor, to file claims under any insurance policies, to receive, receipt and approves in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company give acquittance for any act payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or omission as other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such attorneyinsurance policies.
(c) If the Company Grantor fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party Agent may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party Agent incurred in connection therewith shall be payable by the Company immediately upon demand by Secured Party, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured herebyGrantor pursuant to Section 8 hereof.
(d) The powers conferred on the Secured Party Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein to the contrary notwithstanding, (i) the Company Grantor shall remain liable under any contracts and agreements relating to the Collateral, Related Contracts to the extent set forth therein, therein to perform all of its obligations thereunder, thereunder to the same extent as if this Security Agreement had not been executed; , (ii) the exercise by the Secured Party Agent of any of its rights hereunder shall not release the Company Grantor from any of its obligations under the contracts and agreements relating to the Collateral; Related Contracts, and (iii) the Secured Party Agent shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the CollateralRelated Contracts, nor shall the Secured Party Agent be obligated to perform any of the obligations or duties of the Company Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Additional Provisions Concerning the Collateral. (a) The Company So long as any of the Obligations remain outstanding the Debtor hereby authorizes the Secured Party Trustee to file, without the signature of the Company, Debtor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all in the discretion of the Secured Party.
(b) If there is an Event of Default, the Company The Debtor hereby irrevocably appoints the Secured Party as its Trustee, the Debtor's attorney-in-fact (which power of attorney is coupled with an interest) act and proxy, with full authority in the place and stead of the Company Debtor and in its the name of the Debtor or otherwise, from time to time in the Secured Party’s Trustee's discretion, to take any action or and to execute any instrument which the Secured Party Trustee may reasonably deem necessary or advisable to accomplish the purposes purpose of this AgreementAgreement (subject to the rights of the Debtor under Section 5(f) hereof), including, without limitation: (iA) to receive, take, endorse, sign, assign and deliver, all in the name of the Trustee or the Debtor, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral (but in all instances before an Event of Default in the name of the Debtor and not the Trustee); (B) to obtain and adjust insurance required to be paid to the Secured Party Trustee pursuant to Section 8 5(e) hereof, and to receive, indorse and collect any drafts or other instruments, document and chattel paper in connection therewith; and (C) in addition to the foregoing and without limitation, upon the occurrence and during the continuation of an Event of Default, (1) to receive, indorse and collect any notes, drafts or other instruments, documents and chattel paper relating to the Collateral; (ii) to ask, demand, collect, ▇▇▇ for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorseindorse, and collect any checks, drafts or other instruments, documents, documents and chattel paper in connection with clause (iB), (C)(i) or clause (iiC)(ii) aboveof this Subsection (b); and (iv) to sign the Company's name on any invoice or ▇▇▇▇ of lading relating to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to the Secured Party); (v) during the continuation of an Event of Default hereunder, to notify the postal authorities to change the address for delivery of its mail to an address designated by the Secured Party, to receive, open and process all mail addressed to the Company; (vi) to send requests for verification of accounts to customers; and (vii) to file any claims claim or take any action or institute any proceedings which the Secured Party Trustee may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Trustee with respect to any Collateral, including, without limitation, the right, in the name of the Collateral. The Company hereby ratifies Trustee, for the benefit of the Trade Vendors, or the Debtor, to file claims under any insurance policy, to receive, receipt and approves in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company give acquittance for any act payments that may be payable thereunder, and to execute any and all endorsements, receipts, release, assignment, reassignment or omission as other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such attorneyinsurance policies.
(c) If the Company Debtor fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party Trustee may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party Trustee incurred in connection therewith shall be payable by the Company immediately upon demand by Secured Party, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured herebyDebtor pursuant to Section 9 hereof.
(d) The powers conferred on the Secured Party Trustee hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party Trustee shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein Upon the termination of the Collateral Trust Agreement and this Agreement and payment and satisfaction in full by Debtor of all Obligations, the Trustee shall deliver to Debtor, at Debtor's sole cost and expense, all UCC-3 termination statements and any other documents necessary to terminate the Collateral Trust Agreement and this Agreement and to release the liens and security interests granted under this Agreement with respect to the contrary notwithstandingCollateral. Upon the Debtor's written request and certification to the Trustee that a sale, disposition or transaction is permitted under this Agreement (upon which certification the Trustee may rely conclusively, without further inquiry), the Trustee shall release any lien or security interest granted under this Agreement on any Collateral (i) the Company shall remain liable under any contracts and agreements relating to the Collateralconstituting property being sold or disposed of if a release is required or desirable in connection therewith, to the extent set forth therein, to perform all of its obligations thereunder, to the same extent as if this Security Agreement had not been executed; (ii) constituting property in which Debtor owned no interest at the exercise by time the Secured Party of security interest was granted or at any of its rights hereunder shall not release the Company from any of its obligations under the contracts and agreements relating to the Collateral; and time thereafter, or (iii) constituting property leased to Debtor under a lease that has expired or been terminated in a transaction permitted under this Agreement; provided, however, that (x) the Secured Party Trustee shall not have be required to execute any document necessary to evidence such release on terms that, in the Trustee's opinion, would expose the Trustee to liability or create any obligation or liability by reason entail any consequence other than the release of such lien or security interest without recourse, representation or warranty, and (y) such release shall not in any manner discharge, affect or impair the Obligations or any liens or security interests granted under this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party be obligated to perform any (other than those expressly being released) upon (or obligations of the obligations or duties of the Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(fDebtor in respect of) In the event the Company acquires a Subsidiary with all interests retained by Debtor, including the proceeds of the Promissory Note (in whole or in part)any sale, as a condition thereto and simultaneously with such acquisition, the Company all of which shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor continue to constitute part of the Secured PartyCollateral.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Additional Provisions Concerning the Collateral. (a) The Company authorizes the Secured Party Access Capital to file, without the signature of the Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all . Access Capital may file a photographic or other reproduction of this Agreement in the discretion lieu of the Secured Partya financing or continuation statement in any filing office where it is permissible to do so.
(b) If there is an Event of Default, the The Company hereby irrevocably appoints the Secured Party Access Capital as its attorney-attorney- in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company and in its name or otherwise, from time to time in the Secured Party’s Access Capital's discretion, to take any action or execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party Access Capital pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇▇▇ for, recover, compound, receive receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign the Company's name on any invoice or ▇▇▇▇ of lading relating to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to the Secured PartyAccess Capital); (v) during if a Default (as defined in the continuation of an Event of Default hereunderFactoring Agreement) has occurred and is continuing, to notify the postal authorities to change the address for delivery of its mail to an address designated by the Secured PartyAccess Capital, to receive, open and process all mail addressed to the Company; (vi) , to send requests for verification of accounts to customers; and (viivi) to file any claims or take any action or institute any proceedings which the Secured Party Access Capital may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Access Capital with respect to any of the Collateral. The Company hereby ratifies and approves in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company for any act or omission as to such attorney.
(c) If the Company fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party Access Capital may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party Access Capital incurred in connection therewith shall be payable by the Company immediately upon demand by Secured Party, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured hereby.
(d) The powers conferred on the Secured Party Access Capital hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party Access Capital to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party Access Capital shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein to the contrary notwithstanding, (i) the Company shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party Access Capital of any of its rights hereunder shall not release the Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party Access Capital shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party Access Capital be obligated to perform any of the obligations or duties of the Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Additional Provisions Concerning the Collateral. (a) The Company Grantor hereby authorizes the Secured Party Bank to file, without the signature of the Company, Grantor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all in the discretion of the Secured Party.
(b) If there is an Event of Default, the Company The Grantor hereby irrevocably appoints Bank the Secured Party as its Grantor's attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company Grantor and in its the name of the Grantor or otherwise, from time to time in the Secured Party’s Bank's discretion, (following the occurrence of a Default not waived by the Bank) to take any action or and to execute any instrument which the Secured Party Bank may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, the following: (i) to obtain and adjust insurance required to be paid to the Secured Party Bank pursuant to Section 8 5(c) hereof; (ii) to ask, demand, collect, sue ▇▇▇ for▇, recover, compound, receive receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign the Company's its name on any invoice or ▇▇bill ▇▇ of lading relating to any accountReceivable, on drafts against customers, on schedules and assignments of accountsReceivables, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly direct to the Secured PartyBank); (v) during the continuation of an Event of Default hereunder, to notify the postal post office authorities to change the address for delivery of its mail to an address designated by the Secured PartyBank, to receive, open and process all mail addressed to the Company; (vi) Grantor, to send requests for verification of accounts Receivables to customers; and (viivi) to file any claims or take any action or institute any proceedings which the Secured Party Bank may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Bank with respect to any of the Collateral. The Company Grantor hereby ratifies and approves in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company Grantor for any act or omission as to such attorney.
(c) If the Company Grantor fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party Bank may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party Bank incurred in connection therewith shall be payable by the Company immediately upon demand by Secured PartyGrantor under Section 9 hereof, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured hereby.
(d) The powers conferred on the Secured Party Bank hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party Bank shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein to the contrary notwithstanding, (i) the Company Grantor shall remain liable under any contracts and agreements relating to the Collateral, Collateral to the extent set forth therein, therein to perform all of its obligations thereunder, thereunder to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party Bank of any of its rights hereunder shall not release the Company Grantor from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party Bank shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party Bank be obligated to perform any of the obligations or duties of the Company Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Sources: Security Agreement (Pam Transportation Services Inc)
Additional Provisions Concerning the Collateral. (a) The Company Each of the Grantors hereby authorizes the Secured Party Lender to file, without the signature of the Company, such Grantor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all in the discretion of the Secured Party.
(b) If there is an Event Each of Default, the Company Grantors hereby irrevocably appoints the Secured Party as its Lender such Grantor's attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company such Grantor and in its the name of such Grantor or otherwise, from time to time in the Secured Party’s discretionLender's discretion following the occurrence of an Event of Default, to take any action or and to execute any instrument which the Secured Party Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party Lender pursuant to Section 8 5(d) hereof; (ii) to ask, demand, collect, sue ▇▇▇ for▇, recover, compound, receive receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign the Company's its name on any invoice or ▇▇bill ▇▇ of lading relating to any accountReceivable, on drafts against customers, on schedules and assignments of accountsReceivables, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly direct to the Secured PartyLender); (v) during the continuation of an Event of Default hereunder, to notify the postal post office authorities to change the address for delivery of its mail to an address designated by the Secured PartyLender, to receive, open and process all mail addressed to the Company; (vi) Grantor, to send requests for verification of accounts Receivables to customers; and (viivi) to file any claims or take any action or institute any proceedings which the Secured Party Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Lender with respect to any of the Collateral. The Company Each of the Grantors hereby ratifies and approves in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence faith, it shall have no liability to the Company any such Grantor for any act or omission as to such attorney.
(c) If any of the Company Grantors fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party Lender may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party Lender incurred in connection therewith shall be payable by the Company immediately upon demand by Secured PartyGrantors under Section 9 hereof, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured hereby.
(d) The powers conferred on the Secured Party Lender hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party Lender shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein to the contrary notwithstanding, (i) the Company Grantors shall remain liable under any contracts and agreements relating to the Collateral, Collateral to the extent set forth therein, therein to perform all of its their obligations thereunder, thereunder to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party Lender of any of its rights hereunder shall not release any of the Company Grantors from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party Lender shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party Lender be obligated to perform any of the obligations or duties of any of the Company Grantors thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Sources: Security Agreement (Celebrity Inc)
Additional Provisions Concerning the Collateral. (a) The Company authorizes the Secured Party to file, without the signature of the Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all in the discretion of the Secured Party.
(b) If there is an Event of Default, the Company Each Borrower hereby irrevocably appoints the Secured Party as Bank its attorney-in-in- fact (which such power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company such Borrower and in its the name or otherwisethereof, from time to time in after the Secured Party’s discretionoccurrence and during the continuation of an Event of Default, to take any action of the following actions or execute any instrument of the following instruments which the Secured Party Bank may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇▇▇ for, recover, compound, receive receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iiiii) to receive, endorse, and collect any checks, drafts drafts, letters of credit, or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iviii) to sign the Companyeach such Borrower's name on any invoice or ▇▇▇▇ of lading relating to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to the Secured PartyBank); (viv) during the continuation of an Event of Default hereunder, to notify the postal post office authorities to change the address for delivery of its mail to an address designated by the Secured Party, Bank; (v) to receive, open and process all mail addressed to the Companyeither Borrower; (vi) to send requests for verification of accounts to customers; and (vii) to file any claims or take any action or institute any proceedings which the Secured Party Bank may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Bank with respect to any of the Collateral. The Company hereby ratifies and approves Bank agrees that it will exercise the foregoing power of attorney in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company for any act or omission as to such attorneya commercially reasonable manner.
(cb) If the Company either Borrower fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party Bank may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party Bank incurred in connection therewith shall be payable by the Company immediately upon Borrowers on demand and shall be secured by Secured Party, the Collateral. All such expenditures shall bear interest at the highest legal rate from Prime Rate (as defined in the date incurred until paid and shall be fully secured herebyCredit Agreement) plus five percent (5%).
(dc) The powers conferred on the Secured Party hereunder Bank under this Agreement are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party Bank to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party Bank shall have no duty as to any Collateral or as to the taking taking, of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(ed) Anything herein to the contrary notwithstanding, (i1) the Company Borrowers shall remain liable under any contracts and agreements relating to the Collateral, Collateral to the extent set forth therein, therein to perform all of its obligations thereunder, thereunder to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party Bank of any of its rights hereunder shall not release the Company Borrowers from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party Bank shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party Bank be obligated to perform any of the obligations or duties of the Company either Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Additional Provisions Concerning the Collateral. (a) The Company authorizes the Secured Party to file, without the signature of the Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all in the discretion of the Secured Party.
(b) If there is an Event of Default, the Company Each Borrower hereby irrevocably appoints the Secured Party as Bank its attorney-in-fact (which such power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company such Borrower and in its the name or otherwisethereof, from time to time in after the Secured Party’s discretionoccurrence and during the continuation of an Event of Default, to take any action of the following actions or execute any instrument of the following instruments which the Secured Party Bank may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇▇▇ for, recover, compound, receive receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iiiii) to receive, endorse, and collect any checks, drafts drafts, letters of credit, or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iviii) to sign the Companyeach such Borrower's name on any invoice or ▇▇▇▇ of lading relating relating, to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to the Secured PartyBank); (viv) during the continuation of an Event of Default hereunder, to notify the postal post office authorities to change the address for delivery of its mail to an address designated by the Secured Party, Bank; (v) to receive, open and process all mail addressed to the Companyany Borrower; (vi) to send requests for verification of accounts to customers; and (vii) to file any claims or take any action or institute any proceedings Proceedings which the Secured Party Bank may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Bank with respect to any of the Collateral. The Company hereby ratifies and approves Bank agrees that it will exercise the foregoing power of attorney in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company for any act or omission as to such attorneya commercially reasonable manner.
(cb) If the Company any Borrower fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party Bank may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party Bank incurred in connection therewith shall be payable by the Company immediately upon Borrowers on demand and shall be secured by Secured Party, the Collateral. All such expenditures shall bear interest at the highest legal rate from Prime Rate (as defined in the date incurred until paid and shall be fully secured herebyCredit Agreement) plus five percent (5%).
(dc) The powers conferred on the Secured Party hereunder Bank under this Agreement are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party Bank to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party Bank shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein to the contrary notwithstanding, (i) the Company shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party of any of its rights hereunder shall not release the Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party be obligated to perform any of the obligations or duties of the Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Additional Provisions Concerning the Collateral. (a) The Company authorizes the Secured Party to file, without the signature of the Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all in the discretion of the Secured Party.
(b) If there is an Event of Default, the Company hereby irrevocably appoints the Secured Party Versant as its attorney-in-fact (which such power of attorney is being coupled with an interest) and proxy, with full authority in the place and stead of the Company and in its name or otherwise, from time to time in the Secured Party’s Versant's discretion, to take any action or execute any instrument which the Secured Party Versant may deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party Versant pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇▇▇ for, recover, compound, receive receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign the Company's name on any invoice or ▇▇▇▇ of lading relating to any accountAccount, on drafts against customers, on schedules and assignments assignment of accountsAccounts, on notices of assignmentassignments, financing statements and other public records, on verification of accounts Accounts and on notices to customers (including notices directing customers to make payment directly to the Secured PartyVersant); (v) during the continuation of an Event of if a Default hereunder(as hereinafter defined) has occurred and is continuing, to notify the postal authorities to change the address for delivery of its mail to an address designated by the Secured PartyVersant, to receive, open and process all mail addressed to the Company; (vi) , to send requests for verification of accounts Accounts to customers; and (viivi) to file any claims or take any action or institute any proceedings proceeding which the Secured Party Versant may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Versant with respect to any of the Collateral. The Company hereby ratifies and approves in advance all acts of said such attorney; and so long as the such attorney acts in good faith and without gross negligence it negligence, such attorney shall have no liability to the Company for any act or omission as to such attorneythere as.
(cb) If the Company fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party Versant may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party Versant incurred in connection therewith shall be payable by the Company immediately upon demand by Secured Party, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured hereby.
(dc) The powers conferred on the Secured Party upon Versant hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party Versant to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it Versant hereunder, the Secured Party Versant shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(ed) Anything herein to the contrary notwithstanding, (i) the Company shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, thereunder to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party Versant of any of its rights hereunder shall not release the Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party Versant shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party Versant be obligated to perform any of the obligations or duties of the ofthe Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Sources: Security Agreement (National Automation Services Inc)
Additional Provisions Concerning the Collateral. (a) The Company Grantor hereby authorizes the Secured Party to file, without the signature of the Company, Grantor (where permitted by law), one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all in the discretion of the Secured Party.
(b) If there is Upon the occurrence and during the continuation of an Event of Default, the Company Grantor hereby irrevocably appoints the Secured Party as its the Grantor’s attorney-in-fact (which power of attorney is coupled with an interest) and proxy, proxy with full authority in the place and stead of the Company Grantor and in its the name of the Grantor or otherwise, from time to time in the Secured Party’s discretion, to take any action or and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, the Note and the other Loan Documents to which it is a party, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party Party, pursuant to Section 8 5(e) hereof; (ii) to ask, demand, collect, ▇▇▇ for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, documents and chattel paper in connection with clause (i) or clause (ii) aboveabove and to give full discharge for the same; (iv) to sign the Company's name on any invoice or ▇▇▇▇ of lading relating to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to the Secured Party); (v) during the continuation of an Event of Default hereunder, to notify the postal authorities to change the address for delivery of its mail to an address designated by the Secured Party, to receive, open and process all mail addressed to the Company; (vi) to send requests for verification of accounts to customers; and (vii) to file any claims or take any action or institute any proceedings which the Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral. The Company hereby ratifies and approves in advance all acts of said attorney; and so long as the attorney acts in good faith (v) to execute and without gross negligence it shall have no liability to the Company for any act or omission as to such attorneyfile financing statements, continuation statements and amendments thereto.
(c) If the Company Grantor fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party incurred in connection therewith shall be payable by the Company immediately upon demand by Secured Party, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured herebyGrantor under Section 8 hereof.
(d) The powers conferred on the Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein to the contrary notwithstanding, :
(i) the Company Grantor shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, Related Contracts to perform all of its obligations thereunder, thereunder to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party of any of its rights hereunder shall not release the Company Grantor from any of its obligations under the contracts and agreements relating to the CollateralRelated Contracts; and (iii) the Secured Party shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, Related Contracts nor shall the Secured Party be obligated to perform any of the obligations or duties of the Company Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Sources: Security Agreement (Platinum Research Organization, Inc.)
Additional Provisions Concerning the Collateral. (a) The Company Grantor hereby authorizes the Secured Party Bank to file, without the signature of the Company, Grantor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all in the discretion of the Secured Party.
(b) If there is an Event of Default, the Company The Grantor hereby irrevocably appoints Bank the Secured Party as its Grantor's attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company Grantor and in its the name of the Grantor or otherwise, from time to time in the Secured Party’s Bank's discretion, to take any action or and to execute any instrument which the Secured Party Bank may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇▇▇ for, recover, compound, receive receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iiiii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iviii) to sign the Company's its name on any invoice or ▇▇▇▇ of lading relating to any accountReceivable, on drafts against customers, on schedules and assignments of accountsReceivables, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly direct to the Secured PartyBank); (viv) during the continuation of an Event of Default hereunder, to notify the postal post office authorities to change the address for delivery of its mail to an address designated by the Secured PartyBank, to receive, open and process all mail addressed to the Company; (vi) Grantor, to send requests for verification of accounts Receivables to customers; and (viiv) to file any claims or take any action or institute any proceedings which the Secured Party Bank may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Bank with respect to any of the Collateral. The Company Grantor hereby ratifies and approves in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company Grantor for any act or omission as to such attorney.
(c) If the Company Grantor fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party Bank may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party Bank incurred in connection therewith shall be payable by the Company immediately upon demand by Secured PartyGrantor under Section 9 hereof, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured hereby.
(d) The powers conferred on the Secured Party Bank hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party Bank shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein to the contrary notwithstanding, (i) the Company Grantor shall remain liable under any contracts and agreements relating to the Collateral, Collateral to the extent set forth therein, therein to perform all of its obligations thereunder, thereunder to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party Bank of any of its rights hereunder shall not release the Company Grantor from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party Bank shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party Bank be obligated to perform any of the obligations or duties of the Company Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Sources: Security Agreement (Pam Transportation Services Inc)
Additional Provisions Concerning the Collateral. (a) The Company Grantor hereby authorizes the Secured Party Bank to file, without the signature of the Company, Grantor where permitted by law, one or more financing or continuation statements, and amendments thereto, statements relating to the Collateral, all in the discretion of the Secured Party.
(b) If there is an Event of Default, the Company The Grantor hereby irrevocably appoints Bank the Secured Party as its Grantor's attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company Grantor and in its the name of the Grantor or otherwise, from time to time in the Secured Party’s Bank's discretion, upon the occurrence of an Event of Default, to take any action or execute any instrument which of the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitationfollowing actions: (i) to obtain and adjust insurance required to be paid to the Secured Party pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇▇▇ for, recover, compound, receive receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iiiii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iviii) to sign the Company's its name on any invoice or ▇▇▇▇ of lading relating to any accountReceivable, on drafts against customers, on schedules and assignments of accountsReceivables, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly direct to the Secured PartyBank); (viv) during the continuation of an Event of Default hereunder, to notify the postal post office authorities to change the address for delivery of its mail to an address designated by the Secured PartyBank, to receive, open and process all mail addressed to the Company; (vi) Grantor, to send requests for verification of accounts Receivables to customers; and (viiv) to file any claims or take any action or institute any proceedings which the Secured Party Bank may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Bank with respect to any of the Collateral. The Company hereby ratifies and approves in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company for any act or omission as to such attorney.
(c) If the Company Grantor fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice herein, if not cured by Secured PartyGrantor within the Cure Period, the Secured Party Bank may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party Bank incurred in connection therewith on a time and charges basis shall be payable by the Company immediately upon demand by Secured PartyGrantor under Section 9 hereof, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured hereby; provided that the Bank may perform or cause the performance of any of Grantor's agreement or obligation contained herein immediately if Grantor's failure to perform would materially adversely affect the Collateral or the Bank's security interest therein.
(d) The powers conferred on the Secured Party Bank hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party Bank shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral; provided that so long as there is no Event of Default, in the event that the Grantor initiates suit to collect any of the Accounts Receivable, in the event that the Bank is a necessary party to such litigation, Bank agrees to join in such suit at the expense of the Grantor.
(e) Anything herein to the contrary notwithstanding, (i) the Company Grantor shall remain liable under any contracts and agreements relating to the Collateral, Collateral to the extent set forth therein, therein to perform all of its obligations thereunder, thereunder to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party Bank of any of its rights hereunder shall not release the Company Grantor from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party Bank shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party Bank be obligated to perform any of the obligations or duties of the Company Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Sources: Security Agreement (Universal Truckload Services, Inc.)
Additional Provisions Concerning the Collateral. (a) The Company Obligor authorizes the Secured Party to file, without the signature of the CompanyObligor, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all in the discretion of the Secured Party.
(b) If there is an Event of Default, the Company Obligor hereby irrevocably appoints the Secured Party as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company Obligor and in its name or otherwise, from time to time in the Secured Party’s discretion, to take any action or execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇s▇▇ for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign the Company's name Obligor’s names on any invoice or ▇b▇▇▇ of lading relating to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to the Secured Party); (v) during the continuation of an Event of Default hereunder, to notify the postal authorities to change the address for delivery of its mail to an address designated by the Secured Party, to receive, open and process all mail addressed to the CompanyObligor; (vi) to send requests for verification of accounts to customers; and (vii) to file any claims or take any action or institute any proceedings which the Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral. The Company Obligor hereby ratifies and approves in advance all acts of said attorney; , and so long as the attorney acts in good faith and without gross negligence it or willful misconduct, the attorney shall have no liability to the Company Obligor for any act or omission as to such attorney.
(c) If the Company Obligor fails to perform any agreement relating to the Collateral contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party may perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party incurred in connection therewith shall be payable by the Company Obligor immediately upon demand by Secured Party, shall bear interest at the highest legal rate Default Interest Rate from the date incurred until paid and shall be fully secured hereby.
(d) The powers conferred on the Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein to the contrary notwithstanding, (i) the Company Obligor shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party of any of its rights hereunder shall not release the Company Obligor from any of its their obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party be obligated to perform any of the obligations or duties of the Company Obligor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company Obligor agrees that the Company Obligor will (i) preserve the Company’s corporate its company existence and notnot without the prior written consent of Secured Party, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved)entity, or sell all or substantially all of its assets; (ii) not change the state of Obligor’s organization without the Company’s organizationprior written consent of Secured Party; and (iii) not change the CompanyObligor’s name or identity in any mannermanner without the prior written consent of Secured Party, unless in each case except as otherwise permitted under the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereofLoan Agreement.
Appears in 1 contract
Sources: Security Agreement (Sunworks, Inc.)
Additional Provisions Concerning the Collateral. (a) The Company Each Grantor hereby (i) authorizes the Secured Party Agent to file, without the signature of the Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the CollateralCollateral and (ii) ratifies such authorization to the extent that the Agent has filed any such financing or continuation statements, all in or amendments thereto, prior to the discretion date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Secured PartyCollateral or any part thereof shall be sufficient as a financing statement where permitted by law.
(b) If there is an Event of Default, the Company Each Grantor hereby irrevocably appoints the Secured Party Agent as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company such Grantor and in its the name of such Grantor or otherwise, from time to time in the Secured Party’s Agent's discretion, to take any action or and to execute any instrument which the Secured Party Agent may deem necessary or advisable to accomplish the purposes of this AgreementAgreement (subject to the rights of a Grantor under Section 5 hereof), including, without limitation: , (i) to obtain and adjust insurance required to be paid to the Secured Party Agent for the benefit of itself and Lenders pursuant to Section 8 5(e) hereof; , (ii) upon the occurrence and during the continuation of any Event of Default, to ask, demand, collect, ▇▇▇ sue for, recover, compound, receive and give acquittance and receipts for receipt▇ ▇or moneys due and to become due under or in respect of any of the Collateral; , (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, documents and chattel paper in connection with clause (i) or clause (ii) above; , (iv) to sign upon the Company's name on any invoice or ▇▇▇▇ of lading relating to any account, on drafts against customers, on schedules occurrence and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to the Secured Party); (v) during the continuation of an any Event of Default hereunderDefault, to notify the postal authorities to change the address for delivery of its mail to an address designated by the Secured Party, to receive, open and process all mail addressed to the Company; (vi) to send requests for verification of accounts to customers; and (vii) to file any claims or take any action or institute any proceedings which the Secured Party Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Agent and the Lenders with respect to any Collateral, and (v) upon the occurrence and during the continuation of any Event of Default, to execute assignments, licenses and other documents to enforce the rights of the Agent and the Lenders with respect to any Collateral. The Company hereby ratifies This power is coupled with an interest and approves is irrevocable until all of the Obligations are Paid in advance all acts of said attorney; Full and so long as the attorney acts in good faith Loan Agreement and without gross negligence it shall have no liability to the Company for any act or omission as to such attorneyother Loan Documents are terminated.
(c) For the purpose of enabling the Agent to exercise rights and remedies hereunder, at such time as the Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Agent, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, assign, license or sublicense any Intellectual Property now owned or hereafter acquired by any Grantor, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. In furtherance of the foregoing, unless an Event of Default shall have occurred and be continuing, the Agent shall from time to time, upon the request of a Grantor, execute and deliver any instruments, certificates or other documents, in the form so requested, which such Grantor shall have certified are appropriate (in such Grantor's judgment) to allow it to take any action permitted above (including relinquishment of the license provided pursuant to this clause (c) as to any Intellectual Property). Further, on the date the Obligations have been Paid in Full and the Loan Agreement and the other Loan Documents have been terminated, the Agent (subject to Section 10(e) hereof) shall release and reassign to the Grantors all of the Agent's right, title and interest in and to the Intellectual Property, and the Licenses, all without recourse, representation or warranty whatsoever. The exercise of rights and remedies hereunder by the Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by any Grantor in accordance with the terms of the Loan Agreement. Each Grantor hereby releases the Agent from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Agent under the powers of attorney granted herein other than actions taken or omitted to be taken through the Agent's gross negligence or willful misconduct, as determined by a final determination of a court of competent jurisdiction.
(d) If the Company any Grantor fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten herein, upon five (105) days following receipt of written notice by Secured Partyto such Grantor so long as no Default or Event of Default shall exist or have occurred and be continuing, but otherwise without any notice to any Grantor, the Secured Party Agent may itself perform, or cause performance of, such agreement or obligation, in the name of such Grantor or the Agent, and the reasonable costs and expenses of the Secured Party Agent incurred in connection therewith shall be jointly and severally payable by the Company immediately upon demand by Secured Party, shall bear interest at the highest legal rate from the date incurred until paid Grantors pursuant to Section 8 hereof and shall be fully secured herebyby the Collateral.
(de) The powers conferred on the Secured Party Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(ef) Anything herein to the contrary notwithstanding, notwithstanding (i) the Company each Grantor shall remain liable under the Licenses and otherwise with respect to any contracts and agreements relating to of the Collateral, Collateral to the extent set forth therein, therein to perform all of its obligations thereunder, thereunder to the same extent as if this Security Agreement had not been executed; , (ii) the exercise by the Secured Party Agent of any of its rights hereunder shall not release the Company any Grantor from any of its obligations under the contracts and agreements relating to Licenses or otherwise in respect of the Collateral; , and (iii) the Secured Party Agent shall not have any obligation or liability by reason of this Security Agreement under the Licenses or with respect to any contracts and agreements relating to of the Collateralother Collateral (except as expressly set forth in Section 6(e) hereof), nor shall the Secured Party Agent be obligated to perform any of the obligations or duties of the Company any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Additional Provisions Concerning the Collateral. (a) The Company authorizes the Secured Party to file, without the signature of the Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all in the discretion of the Secured Party.
(b) If there is an Event of Default, the Company hereby irrevocably appoints the Secured Party as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company and in its name or otherwise, from time to time in the Secured Party’s discretion, to take any action or execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇s▇▇ for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign the Company's name on any invoice or ▇b▇▇▇ of lading relating to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to the Secured Party); (v) during the continuation of an Event of Default hereunder, to notify the postal authorities to change the address for delivery of its mail to an address designated by the Secured Party, to receive, open and process all mail addressed to the Company; (vi) to send requests for verification of accounts to customers; and (vii) to file any claims or take any action or institute any proceedings which the Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral. The Company hereby ratifies and approves in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company for any act or omission as to such attorney.
(c) If the Company fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Party, the Secured Party may perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party incurred in connection therewith shall be payable by the Company immediately upon demand by Secured Party, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured hereby.
(d) The powers conferred on the Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein to the contrary notwithstanding, (i) the Company shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party of any of its rights hereunder shall not release the Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party be obligated to perform any of the obligations or duties of the Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Additional Provisions Concerning the Collateral. (a) The Company Grantor hereby authorizes the Secured Party Bank to file, without the signature Signature of the Company, Grantor where permitted by law, one or more financing or continuation statements, and amendments thereto, statements relating to the Collateral, all in the discretion of the Secured Party.
(b) If there is an Event of Default, the Company The Grantor hereby irrevocably appoints Bank the Secured Party as its Grantor's attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company Grantor and in its the name of the Grantor or otherwise, from time to time in the Secured Party’s Bank's discretion, upon the occurrence of an Event of Default, to take any action or execute any instrument which of the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitationfollowing actions: (i) to obtain and adjust insurance required to be paid to the Secured Party pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇▇▇ for, recover, compound, receive receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iiiii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iviii) to sign the Company's its name on any invoice or ▇▇▇▇ of lading relating to any accountReceivable, on drafts against customers, on schedules and assignments of accountsReceivables, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly direct to the Secured PartyBank); (viv) during the continuation of an Event of Default hereunder, to notify the postal post office authorities to change the address for delivery of its mail to an address designated by the Secured PartyBank, to receive, open and process all mail addressed to the Company; (vi) Grantor, to send requests for verification of accounts Receivables to customers; and (viiv) to file any claims or take any action or institute any proceedings which the Secured Party Bank may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Bank with respect to any of the Collateral. The Company hereby ratifies and approves in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company for any act or omission as to such attorney.
(c) If the Company Grantor fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice herein, if not cured by Secured PartyGrantor within the Cure Period, the Secured Party Bank may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party Bank incurred in connection therewith on a time and charges basis shall be payable by the Company immediately upon demand by Secured PartyGrantor under Section 9 hereof, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured hereby; provided that the Bank may perform or cause the performance of any of Grantor's agreement or obligation contained herein immediately if Grantor's failure to perform would materially adversely affect the Collateral or the Bank's security interest therein.
(d) The powers conferred on the Secured Party Bank hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party Bank shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral; provided that so long as there is no Event of Default, in the event that the Grantor initiates suit to collect any of the Accounts Receivable, in the event that the Bank is a necessary party to such litigation, Bank agrees to join in such suit at the expense of the Grantor.
(e) Anything herein to the contrary notwithstanding, (i) the Company Grantor shall remain liable under any contracts and agreements relating to the Collateral, Collateral to the extent set forth therein, therein to perform all of its obligations thereunder, thereunder to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party Bank of any of its rights hereunder shall not release the Company Grantor from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party Bank shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party Bank be obligated to perform any of the obligations or duties of the Company Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Sources: Security Agreement (Universal Truckload Services, Inc.)
Additional Provisions Concerning the Collateral. (a) The Company authorizes the Secured Party SMC to file, without the signature of the Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all . SMC may file a photographic or other reproduction of this Agreement in the discretion lieu of the Secured Partya financing or continuation statement in any filing office where it is permissible to do so.
(b) If there is an Event of Default, the The Company hereby irrevocably appoints the Secured Party SMC as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company and in its name or otherwise, from time to time in the Secured Party’s SMC's discretion, to take any action or execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party SMC pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇▇▇ for, recover, compound, receive receive, and give acquittance notice and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign the Company's name on any invoice or ▇▇▇▇ of lading relating to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to the Secured PartySMC); (v) during if a Default (as defined in the continuation of an Event of Default hereunderNotes) has occurred and is continuing, to notify the postal authorities to change the address for delivery of its mail to an address designated by the Secured PartySMC, to receive, open and process all mail addressed to the Company; (vi) , to send requests for verification of accounts to customers; and (viivi) to file any claims or take any action or institute any proceedings which the Secured Party SMC may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party SMC with respect to any of the Collateral. The Company hereby ratifies and approves in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company for any act or omission as to such attorney.
(c) If the Company fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party SMC may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party SMC incurred in connection therewith shall be payable by the Company immediately upon demand by Secured Party, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured hereby.
(d) The powers conferred on the Secured Party SMC hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party SMC to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party SMC shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein to the contrary notwithstanding, (i) the Company shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party SMC of any of its rights hereunder shall not release the Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party SMC shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party SMC be obligated to perform any of the obligations or duties of the Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Sources: Security Agreement (Telenetics Corp)
Additional Provisions Concerning the Collateral. (a) The Company authorizes the Secured Party SMC to file, without the signature of the Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral, all . SMC may file a photographic or other reproduction of this Agreement in the discretion lieu of the Secured Partya financing or continuation statement in any filing office where it is permissible to do so.
(b) If there is an Event of Default, the The Company hereby irrevocably appoints the Secured Party SMC as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company and in its name or otherwise, from time to time in the Secured Party’s SMC's discretion, to take any action or execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Secured Party SMC pursuant to Section 8 hereof; (ii) to ask, demand, collect, ▇▇▇ for, recover, compound, receive receive, and give acquittance notice and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign the Company's name on any invoice or ▇▇▇▇ of lading relating to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to the Secured PartySMC); (v) during if a Default (as defined in the continuation of an Event of Default hereunderNote) has occurred and is continuing, to notify the postal authorities to change the address for delivery of its mail to an address designated by the Secured PartySMC, to receive, open and process all mail addressed to the Company; (vi) , to send requests for verification of accounts to customers; and (viivi) to file any claims or take any action or institute any proceedings which the Secured Party SMC may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party SMC with respect to any of the Collateral. The Company hereby ratifies and approves in advance all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company for any act or omission as to such attorney.
(c) If the Company fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten (10) days following receipt of written notice by Secured Partyherein, the Secured Party SMC may itself perform, or cause performance of, such agreement or obligation, and the reasonable costs and expenses of the Secured Party SMC incurred in connection therewith shall be payable by the Company immediately upon demand by Secured Party, shall bear interest at the highest legal rate from the date incurred until paid and shall be fully secured hereby.
(d) The powers conferred on the Secured Party SMC hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party SMC to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party SMC shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein to the contrary notwithstanding, (i) the Company shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the same extent as if this Security Agreement had not been executed; (ii) the exercise by the Secured Party SMC of any of its rights hereunder shall not release the Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) the Secured Party SMC shall not have any obligation or liability by reason of this Security Agreement under any contracts and agreements relating to the Collateral, nor shall the Secured Party SMC be obligated to perform any of the obligations or duties of the Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
Appears in 1 contract
Sources: Security Agreement (Telenetics Corp)
Additional Provisions Concerning the Collateral. (a) The Company Each Grantor hereby (i) authorizes the Secured Party Agent to file, without the signature of the Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the CollateralCollateral and (ii) ratifies such authorization to the extent that the Agent has filed any such financing or continuation statements, all in or amendments thereto, prior to the discretion date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Secured PartyCollateral or any part thereof shall be sufficient as a financing statement where permitted by law.
(b) If there is an Event of Default, the Company Each Grantor hereby irrevocably appoints the Secured Party Agent as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company such Grantor and in its the name of such Grantor or otherwise, from time to time in the Secured Party’s Agent's discretion, to take any action or and to execute any instrument which the Secured Party Agent may deem necessary or advisable to accomplish the purposes of this AgreementAgreement (subject to the rights of a Grantor under Section 5 hereof), including, without limitation: , (i) to obtain and adjust insurance required to be paid to the Secured Party Agent for the benefit of itself and Noteholders pursuant to Section 8 5(e) hereof; , (ii) upon the occurrence and during the continuation of any Event of Default, to ask, demand, collect, ▇▇▇ sue for, recover, compound, receive and give acquittance and receipts for ▇▇r moneys due and to become due under or in respect of any of the Collateral; , (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, documents and chattel paper in connection with clause (i) or clause (ii) above; , (iv) to sign upon the Company's name on any invoice or ▇▇▇▇ of lading relating to any account, on drafts against customers, on schedules occurrence and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to the Secured Party); (v) during the continuation of an any Event of Default hereunderDefault, to notify the postal authorities to change the address for delivery of its mail to an address designated by the Secured Party, to receive, open and process all mail addressed to the Company; (vi) to send requests for verification of accounts to customers; and (vii) to file any claims or take any action or institute any proceedings which the Secured Party Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party Agent and the Noteholders with respect to any Collateral, and (v) upon the occurrence and during the continuation of any Event of Default, to execute assignments, licenses and other documents to enforce the rights of the Agent and the Noteholders with respect to any Collateral. The Company hereby ratifies This power is coupled with an interest and approves is irrevocable until all of the Obligations are paid in advance all acts of said attorney; full and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company for any act or omission as to such attorneyTransaction Documents are terminated.
(c) For the purpose of enabling the Agent to exercise rights and remedies hereunder, at such time as the Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Agent, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, assign, license or sublicense any Intellectual Property now owned or hereafter acquired by any Grantor, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. Notwithstanding anything contained herein to the contrary, but subject to the provisions of the Securities Purchase Agreement and the Notes that limit the right of any Grantor to dispose of its property, and Section 5(g) and Section 5(h) hereof, so long as no Event of Default shall have occurred and be continuing, any Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property in the ordinary course of its business or as the Senior Agent (as defined in the Intercreditor Agreement (as defined in Section 11(n) hereof)) may approve in accordance with Section 2.05 of the Intercreditor Agreement. In furtherance of the foregoing, unless an Event of Default shall have occurred and be continuing, the Agent shall from time to time, upon the request of a Grantor, execute and deliver any instruments, certificates or other documents, in the form so requested, which such Grantor shall have certified are appropriate (in such Grantor's judgment) to allow it to take any action permitted above (including relinquishment of the license provided pursuant to this clause (c) as to any Intellectual Property). Further, on the date the Obligations have been paid in full and the Transaction Documents have been terminated, the Agent (subject to Section 10(e) hereof) shall release and reassign to the Grantors all of the Agent's right, title and interest in and to the Intellectual Property, and the Licenses, all without recourse, representation or warranty whatsoever. The exercise of rights and remedies hereunder by the Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by any Grantor in accordance with the terms of the Transaction Documents. Each Grantor hereby releases the Agent from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Agent under the powers of attorney granted herein other than actions taken or omitted to be taken through the Agent's gross negligence or willful misconduct, as determined by a final determination of a court of competent jurisdiction.
(d) If the Company any Grantor fails to perform any agreement contained herein and such failure to perform remains uncured for a period of ten herein, upon five (105) days following receipt of written notice by Secured Partyto such Grantor so long as no Default or Event of Default shall exist or have occurred and be continuing, but otherwise without any notice to any Grantor, the Secured Party Agent may itself perform, or cause performance of, such agreement or obligation, in the name of such Grantor or the Agent, and the reasonable costs and expenses of the Secured Party Agent incurred in connection therewith shall be jointly and severally payable by the Company immediately upon demand by Secured Party, shall bear interest at the highest legal rate from the date incurred until paid Grantors pursuant to Section 8 hereof and shall be fully secured herebyby the Collateral.
(de) The powers conferred on the Secured Party Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(ef) Anything herein to the contrary notwithstanding, notwithstanding (i) the Company each Grantor shall remain liable under the Licenses and otherwise with respect to any contracts and agreements relating to of the Collateral, Collateral to the extent set forth therein, therein to perform all of its obligations thereunder, thereunder to the same extent as if this Security Agreement had not been executed; , (ii) the exercise by the Secured Party Agent of any of its rights hereunder shall not release the Company any Grantor from any of its obligations under the contracts and agreements relating to Licenses or otherwise in respect of the Collateral; , and (iii) the Secured Party Agent shall not have any obligation or liability by reason of this Security Agreement under the Licenses or with respect to any contracts and agreements relating to of the Collateralother Collateral (except as expressly set forth in Section 6(e) hereof), nor shall the Secured Party Agent be obligated to perform any of the obligations or duties of the Company any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(f) In the event the Company acquires a Subsidiary with the proceeds of the Promissory Note (in whole or in part), as a condition thereto and simultaneously with such acquisition, the Company shall pledge the securities of such Subsidiary by executing a new Security Agreement-Pledge in the form of Schedule A attached hereto in favor of the Secured Party.
(g) Until the Secured Liabilities are paid in full, the Company agrees that the Company will (i) preserve the Company’s corporate existence and not, in one transaction or a series of related transactions, convert to a different type of entity, merge into or consolidate with any other entity (other than in connection with the Company’s pending merger with Viking Energy Group, Inc., which merger is expressly approved), or sell all or substantially all of its assets; (ii) not change the state of the Company’s organization; and (iii) not change the Company’s name or identity in any manner, unless in the case of this clause (iii) only, the Company shall have given the Secured Party not less than forty-five (45) days prior notice thereof.
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