Creation and Perfection of Security Interest Sample Clauses
Creation and Perfection of Security Interest. (a) This Agreement and the Other Documents are effective to create in favor of Agent, for the ratable benefit of Lenders and the other holders of the Obligations, a legal, valid and enforceable security interest in the Collateral identified therein, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law), and this Agreement and the Other Documents shall create a fully perfected Lien on, and security interest in, all right, title and interest of the obligors thereunder in such Collateral, in each case prior and superior in right to any other Lien (other than Permitted Encumbrances) (i) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) and is evidenced by a certificate, when such Collateral is delivered to Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the Uniform Commercial Code) is established by Agent over such interests in accordance with the provision of Section 8-106 of the Uniform Commercial Code, or any successor provision, (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the Uniform Commercial Code), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor (to the extent such security interest can be perfected by filing under the Uniform Commercial Code) and (iv) with respect to any such Collateral that is Intellectual Property, when intellectual property security agreements are recorded with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements set forth in clause (iii).
(b) Each Credit Party shall take all action that may be necessary or that Agent may request in its Permitted Discretion, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to p...
Creation and Perfection of Security Interest. Do, or cause to be done, all things reasonably necessary to ensure the security interests created for the benefit of Lender under Section 7.1 shall constitute valid, perfected first-priority Liens in the Collateral, subject to Permitted Liens.
Creation and Perfection of Security Interest. (a.) The Collateral is defined as the following software: Metrology Data Viewer (also known as MDV).
(b.) As security for due performance and payment in full by Debtor of the Transaction (the "Obligations"), Debtor hereby grants to Secured Party a security interest in the Collateral.
(c.) The security interest created herein shall attach to the Collateral immediately upon the effective date hereof.
(d.) The security interest created herein may be perfected by any appropriate method requested by Secured Party.
Creation and Perfection of Security Interest i) The Borrower shall have created and shall ensure that the Security Interest has been created over the Secured Property before first disbursement.
ii) The Borrower shall confirm that no credit facility is availed / will not be availed against the Secured Property.
iii) All the Security Documents for creation of Security Interest stipulated in this Agreement shall be in a form acceptable to the Lender and shall have been duly executed by the Borrower and/ or the concerned Security Provider, as the case may be.
Creation and Perfection of Security Interest. 2.1 Debtor does hereby grant to Secured Party a security interest in the Collateral to secure the prompt payment and performance by Debtor of the Obligations. Debtor doe. hereby agree that until all Obligations of Debtor to Secured Party have been fully paid and satisfied, Secured Party shall have a perfected security interest in the Collateral.
2.2 Debtor shall, at the request of Secured Party, execute from time to time all financing statements, continuation statements, assignments, affidavits, reports, notices, letters of authority and any other documents that Secured Party may request, in form satisfactory to Secured Party, to perfect and maintain Secured Party's security interest in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Debtor hereby irrevocably makes, constitutes and appoints Secured Party (and any agents designated by Secured Party) as Debtors true and lawful attorney with power to sign the name of Debtor on any financing statements, continuation-statements, security agreements, assignments, affidavits, letters of authority, notices or other similar documents which must be executed and/or filed in order to perfect or continue the perfection of Secured Party's security interest in the Collateral.
2.3 Debtor authorizes Secured Party and Secured Party shall have the right at any time or times to verify any matter relating to the Collateral in the name of Debtor or Secured Party.
2.4 Debtor does hereby irrevocably designate, make, constitute and appoint Secured Party, and any agents designated by Secured Party, as Debtor's true and lawful attorney, with the power to be exercised by Secured Party as it may, in its sole discretion, determine, in Debtor's or Secured Party's name and at Debtor's expense, upon the occurrence of an event of default under this Agreement, to sign Debtor's name on any document relating to the Collateral. Secured Party shall not be obligated to do any of the acts or exercise any of the powers hereinabove authorized, but, if Secured Party elects to do any such act or exercise any of the foregoing powers, it may do so in any manner or means as it may determine, and it shall not be liable to Debtor for any error in judgment or mistake of fact or law, excepting willful misconduct or bad faith. This power being coupled with an interest, is irrevocable until all Obligations of Debtor to Secured Party are fully paid and satisfied. All acts by or on behalf of Secured...
Creation and Perfection of Security Interest. 3.1 As a continuing security for the payment, performance and discharge of the Secured Obligations, so that the Collateral Agent shall have a first priority security interest in the Collateral pursuant to the Law, the Grantor hereby grants a security interest in the Collateral to the Collateral Agent.
3.2 The Grantor hereby undertakes to the Collateral Agent that:
(a) within ten Business Days of the date of this agreement, it shall deliver to the Collateral Agent, or to its order, certificates of title in respect of the Original Securities, together with an undated and signed duly completed stock transfer form in a form acceptable to the Collateral Agent (or, in each case, procure such delivery);
(b) within ten Business Days of the date of this agreement, it shall deliver to the Collateral Agent a certified copy of the register of members of the Company noting the Collateral Agent’s security interest created pursuant to this agreement; and
(c) when (i) an Event of Default has occurred and is continuing; and (ii) any required notices to the Borrower have been received by the Borrower in accordance with Section 8.01 (Events of Default) of the Credit Agreement, promptly upon written request from the Collateral Agent:
(i) it shall do any and all such acts and things and execute and deliver all such instruments and any documents that the Collateral Agent requires to enable it to obtain consent under the Regulatory Laws to the transfer of title in respect of the Securities to the Collateral Agent or its duly appointed nominee;
(ii) it shall assign, transfer and/or otherwise make over to the Collateral Agent (or its duly appointed nominee) title to the Securities; and
(iii) it shall execute and deliver to the Company a notice materially in the form set out in Schedule 2 in respect of the Securities and shall procure that the Company executes and delivers to the Collateral Agent an acknowledgement materially in the form set out in Schedule 2.
3.3 The Grantor covenants and undertakes to the Collateral Agent, so that the same shall be continuing covenants and undertakings throughout the Security Period, that if Additional Securities are issued to, transferred to or otherwise acquired by the Grantor, it shall promptly upon acquiring such Additional Securities:
(a) deliver to the Collateral Agent, or to its order, certificates of title in respect of such Additional Securities, together with an undated and signed duly completed stock transfer form in a form acceptable ...
Creation and Perfection of Security Interest