Collateral in the Possession of a Third Party Sample Clauses

The 'Collateral in the Possession of a Third Party' clause defines the rules and responsibilities when collateral provided under an agreement is held by someone other than the primary parties, such as a custodian or escrow agent. It typically outlines how the third party must safeguard the collateral, under what conditions it can be released, and the process for notifying the parties involved. This clause ensures that the collateral remains secure and accessible according to the agreement's terms, reducing the risk of loss or misuse and clarifying the rights and obligations of all parties regarding the collateral's custody.
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Collateral in the Possession of a Third Party. If any Equipment or Inventory (other than Equipment or Inventory leased to a customer in the ordinary course of business) is in possession or control of any third party, including any warehouseman, landlord, lessor, bailee or agent, in any case for more than 3 months, the Pledgors shall notify the Noteholder Collateral Agent thereof and notify the third party of the Noteholder Collateral Agent’s security interest therein and use best efforts to obtain an acknowledgment (a “Bailee Letter”) from such third party that such party (i) is holding the Equipment and Inventory for the benefit of the Noteholder Collateral Agent, (ii) waives all right, title and interest in such Equipment and/or Inventory, and (iii) will comply with instructions from the Noteholder Collateral Agent with respect to such Collateral, without further consent of any Pledgors; provided, that, the foregoing requirements shall not apply to Equipment or Inventory in the possession or control of any third party to the extent that the book value or Fair Market Value of such Equipment or Inventory (in each case, that is not in transit in the ordinary course of business) is less than $500,000 in the aggregate at any time. Notwithstanding anything contained herein, if any such Bailee Letter is obtained under the ABL Credit Agreement in favor of the ABL Agent, under the Term Credit Agreement in favor of the Term Agent and/or the under the Additional Indenture (if applicable) in favor of the Additional Noteholder Agent with respect to any location for which the Noteholder Collateral Agent has not received such Bailee Letter, the applicable Pledgor shall obtain and deliver a Bailee Letter to the Noteholder Collateral Agent concurrently with delivery to such other Agent of such Bailee Letter under the ABL Credit Agreement, the Term Credit Agreement or the Additional Indenture, if applicable.
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Collateral in the Possession of a Third Party. If any goods constituting Collateral at any time are in the possession of a third party, the Debtor shall promptly notify the Secured Party thereof and, if requested by the Secured Party, shall promptly obtain an acknowledgement from such person, in form and substance satisfactory to the Secured Party, that such person holds such Collateral for the benefit of the Secured Party and shall act upon the instructions of the Secured Party, without the further consent of the Debtor.
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Collateral in the Possession of a Third Party. If any Equipment or Inventory (other than Equipment or Inventory leased to a franchisee in the ordinary course of business) with a fair market value, individually or in the aggregate in excess of $100,000 is in possession or control of any third party, including any warehouseman, landlord, lessor, bailee or agent, the Pledgors shall notify the Collateral Agent thereof and notify the third party of the Collateral Agent’s security interest therein and use commercially reasonable efforts to obtain an acknowledgment (a “Bailee Letter”) from such third party (i) that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and (ii) that such party will comply with instructions from the Collateral Agent with respect to such Collateral, without further consent of any Pledgors.
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Collateral in the Possession of a Third Party. If any Equipment or Inventory constituting Collateral with a Fair Market Value as of the later of the Closing Date and the date on which such Equipment is acquired or such Inventory arises individually in excess of $250,000 or in the aggregate in excess of $1,000,000 is in possession or control of any third party (other than Equipment in transit or held by a third party for repairs), including any warehouseman, landlord, lessor, bailee or agent, the Pledgors shall notify the Collateral Agent thereof and notify the third party of the Collateral Agent’s security interest therein and use commercially reasonable efforts (which shall not require the payment of any amounts to any such third party, other than the payment of immaterial fees and expenses of counsel to such third party in connection therewith) to obtain a customary acknowledgment (a “Bailee Letter”) from such third party to the effect that (i) it is holding the Equipment and Inventory for the benefit of the Collateral Agent, (ii) waiving all right, title and interest in such Equipment and/or Inventory and (iii) following notification from the Collateral Agent that an Event of Default has occurred and is continuing under the Credit Agreement, such party will comply with instructions from the Collateral Agent with respect to such Collateral, without further consent of any Pledgors.
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Collateral in the Possession of a Third Party. If any goods constituting Collateral at any time are in the possession of a third party, the applicable Grantor shall promptly notify the Secured Party thereof and, if requested by the Secured Party, shall promptly obtain an acknowledgement from such person, in form and substance satisfactory to the Secured Party, that such person holds such Collateral for the benefit of the Secured Party and shall act upon the instructions of the Secured Party, without the further consent of such Grantor.
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Collateral in the Possession of a Third Party. If any Equipment or Inventory is in possession or control of any third party, including any warehouseman, landlord, lessor, bailee or agent, the Pledgors shall notify the Collateral Agent thereof and notify the third party of the Collateral Agent’s security interest therein and use commercially reasonable efforts to obtain an acknowledgment (a “Bailee Letter”) from such third party that (i) it is holding the Equipment and Inventory for the benefit of the Collateral Agent, (ii) waiving all right, title and interest in such Equipment and/or Inventory and (ii) such party will comply with instructions from the Collateral Agent with respect to such Collateral, without further consent of any Pledgors.
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Collateral in the Possession of a Third Party. If any goods constituting Collateral at any time are in the possession of a third party, Debtor shall promptly notify Secured Party thereof and, if requested by Secured Party, shall promptly obtain an acknowledgement from such person, in form and substance satisfactory to Secured Party, that such person holds such Collateral for the benefit of Secured Party and shall act upon the instructions of Secured Party, without the further consent of Debtor. Secured Party agrees with Debtor that Secured Party shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by Debtor with respect to the third party.
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Collateral in the Possession of a Third Party. If any Collateral is at any time in the possession of a person other than the Grantor, the Secured Party, or a lessee of such Collateral from the Grantor in the ordinary course of the Grantor’s business, the Grantor shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgement from such third party, in form and substance satisfactory to the Secured Party, that such third party holds such Collateral for the benefit of the Secured Party and such third party’s agreement to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. The Secured Party agrees with the Grantor that the Secured Party shall not give any such instructions to such third party unless an Event of Default has occurred and is continuing.
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Collateral in the Possession of a Third Party. If any Goods --------------------------------------------- or other tangible Collateral (other than Certificated Securities and Goods covered by a Document) are at any time in the possession of a third party (other than the Debtor, the Secured Party or its agent, or a lessee of the Collateral from the Debtor in the ordinary course of the Debtor's business), the Debtor shall promptly notify the Secured Party thereof and, if requested by the Secured Party, shall promptly obtain an acknowledgement from such third party, in form and substance satisfactory to the Secured Party, that the third party holds such Collateral for the benefit of the Secured Party and shall act upon the instructions of the Secured Party, without the further consent of the Debtor. The Secured Party agrees with the Debtor that the Secured Party shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Debtor with respect to the third party;
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Related to Collateral in the Possession of a Third Party

  • Collateral in the Possession of a Bailee If any Inventory or other Goods are at any time in the possession of a bailee, such Assignor shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its commercially reasonable efforts to promptly obtain an acknowledgment from such bailee, in form and substance reasonably satisfactory to the Collateral Agent, that the bailee holds such Collateral for the benefit of the Collateral Agent and shall act upon the instructions of the Collateral Agent, without the further consent of such Assignor. The Collateral Agent agrees with such Assignor that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the respective Assignor with respect to any such bailee.

  • Security Interest in the Collateral To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Borrower hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located. Each Borrower shall ▇▇▇▇ its books and records as may be necessary or appropriate to evidence, protect and perfect Agent’s security interest and shall cause its financial statements to reflect such security interest. Each Borrower shall promptly provide Agent with written notice of all commercial tort claims, such notice to contain the case title together with the applicable court and a brief description of the claim(s). Upon delivery of each such notice, such Borrower shall be deemed to hereby grant to Agent a security interest and lien in and to such commercial tort claims and all proceeds thereof.

  • Possession of the Property The Parties hereby agree that the exclusive possession of the Property shall be delivered by the Seller to the Buyer on

  • Perfection of Security Interests in the Collateral The Collateral Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently perfected security interests and Liens, prior to all other Liens other than Permitted Liens.

  • Grant of Security Interest in the Collateral To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); (e) all Copyright Licenses; (f) all Copyrights; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and (aa) all other assets of such Obligor.