Common use of Clear Ownership Clause in Contracts

Clear Ownership. The interests of FHC and TSFC combined are, and will continue to be, the record and beneficial ownership of 100% of each Specified Lease and all Specified Equipment subject to Specified Leases in which TSFC is named as Lessor free and clear of all mortgages, deeds of trust, pledges and other liens, security interests, charges or encumbrances, except for liens for taxes due but not yet payable and liens in favor of Lender and TSFC shall promptly deliver to Lender any executed counterparts of Specified Leases which were not delivered to Lender pursuant to Section 5.3(a) of the Loan and Security Agreement and which have subsequently come into possession of it. Notwithstanding the foregoing, TSFC shall be entitled to transfer to CCI/Triad or another subsidiary corporation of CCI/Triad record and beneficial ownership of any Specified Equipment, subject to Specified Leases in which TSFC is named as Lessor, provided that: (a) TSFC remains fully bound under this Agreement with respect to all obligations hereunder, including the obligations assumed by the assignee; (b) TSFC has complied with any and all requirements under the applicable Specified Lease or Leases with respect to such transfer; (c) the assignee assumes in writing the obligations of TSFC under this Agreement, subject to all the terms and conditions hereof and Lender's rights and remedies under the Loan and Security Agreement, and recognizes the continuing validity and priority of the lien of Lender in the Specified Equipment; (d) the assignee executes any documentation reasonably required by Lender to facilitate the foregoing provisions of this Section 4.7 and the Operating Agreement; and (e) the assignee and TSFC execute and file all Uniform Commercial Code financing statements and assignment statements necessary or appropriate, in Lender's sole judgment, to continue, perfect and protect Lender's first priority security interest in the Specified Collateral hereunder.

Appears in 1 contract

Sources: Loan and Security Agreement (Cooperative Computing Inc /De/)

Clear Ownership. The interests of FHC and TSFC combined areIt is, and will continue to be, the record and beneficial ownership owner of 100% of each Specified Lease and all Specified Equipment subject to Specified Leases in which TSFC it is named as Lessor free and clear of to all mortgages, deeds of trust, pledges and other liens, security interests, charges or encumbrances, except for liens for taxes due but not yet payable and liens in favor of Lender and TSFC shall promptly deliver to Lender any executed counterparts of Specified Leases which were not delivered to Lender pursuant to Section 5.3(a) of the Loan and Security Agreement and which have subsequently come into possession of itits or CCI's possession. Notwithstanding the foregoing, TSFC shall be entitled to transfer to CCI/Triad CCI or another a subsidiary corporation of CCI/Triad CCI record and beneficial ownership of any Specified Equipment, Equipment subject to Specified Leases in which TSFC is named as Lessor, provided that: (a) TSFC remains fully bound under this the Agreement with respect to all obligations hereunderObligations, including the obligations Obligations assumed by the assignee; (b) TSFC has complied with any and all requirements under the applicable Specified Lease or Leases with respect to such transfer; (c) the assignee assumes in writing the obligations Obligations of TSFC under this AgreementAgreemen, subject to all the terms and conditions hereof and Lender's rights and remedies under the Loan and Security Agreementhereunder, and recognizes the continuing validity and priority of the lien of Lender in the Specified Equipment; (dc) the assignee executes any documentation reasonably required by Lender to facilitate the foregoing provisions of this Section 4.7 9.7 and the Operating Agreement; and (ed) the assignee and TSFC execute and file all Uniform Commercial Code financing statements and assignment statements necessary or appropriate, in Lender's sole judgment, to continue, perfect and protect Lender's first priority security interest in the Specified Collateral hereunder.

Appears in 1 contract

Sources: Loan and Security Agreement (Cooperative Computing Inc /De/)

Clear Ownership. The interests interest of FHC and TSFC combined are, and will continue to be, the record and beneficial ownership of 100% of each Specified Lease and all Specified Equipment subject to Specified Leases in which TSFC is named as Lessor free and clear of all mortgages, deeds of trust, pledges and other liens, security interests, charges or encumbrances, except for liens for taxes due but not yet payable and liens in favor of Lender and TSFC shall promptly deliver to Lender any executed counterparts of Specified Leases which were not delivered to Lender pursuant to Section 5.3(a) of the Loan and Security Agreement and which have subsequently come into possession of it. Notwithstanding the foregoing, TSFC shall be entitled to transfer to CCI/Triad or another subsidiary corporation of CCI/Triad record and beneficial ownership of any Specified Equipment, subject to Specified Leases in which TSFC is named as Lessor, provided that: (a) TSFC remains fully bound under this Agreement with respect to all obligations hereunder, including the obligations assumed by the assignee; (b) TSFC has complied with any and all requirements under the applicable Specified Lease or Leases with respect to such transfer; (c) the assignee assumes in writing the obligations of TSFC under this Agreement, subject to all the terms and conditions hereof and Lender's rights and remedies under the Loan and Security Agreement, and recognizes the continuing validity and priority of the lien of Lender in the Specified Equipment; (d) the assignee executes any documentation reasonably required by Lender to facilitate the foregoing provisions of this Section 4.7 and the Operating Agreement; and and 62 (e) the assignee and TSFC execute and file all Uniform Commercial Code financing statements and assignment statements necessary or appropriate, in Lender's sole judgment, to continue, perfect and protect Lender's first priority security interest in the Specified Collateral hereunder.

Appears in 1 contract

Sources: Loan and Security Agreement (Cooperative Computing Inc /De/)