Creation of Security Clause Samples
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Creation of Security. (a) Notwithstanding the foregoing, for the purpose of financing the Facility, the Company may assign to, or grant a security interest in favor of, the Lenders in its rights and interests under or pursuant to: (i) this Agreement, (ii) any agreement or document included in the Security Package, (iii) the Facility, (iv) the movable, immovable and intellectual property of the Company, and (vi) the revenues or any of the rights or assets of the Company. The Company shall not create any security over its rights and interests under this Agreement without the prior written consent of the GOB except as already provided above.
(b) The Lenders shall have no obligation to the GOB under this Agreement until such time as the Lenders or their designees succeed to the Company’s interest under this Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give written notice of such succession (a “Succession Notice”) to the GOB and assume liability for all of the Company’s obligations under this Agreement, including without limitation payment of any amounts due and owing to the GOB for payment defaults by the Company under this Agreement (other than, so long as the liability insurance required by Section 6.5 has been and is in effect), damages or penalties incurred by the Company under Section 6.2(b), arising during the period prior to the Lenders’ or such designees’ succession to the Company’s interest in and under this Agreement, provided that any liability of the Lenders or their designees shall be strictly limited to the Lenders’ interest in the Facility. Except as otherwise set forth in the immediately preceding sentence, none of the Lenders or their designees shall be liable for the performance or observance of any of the obligations or duties of the Company under this Agreement, nor shall the assignment by the Company of this Agreement to the Lenders give rise to any duties or obligations whatsoever on the part of any of the Lenders owing to the GOB. Upon notification by the Lenders or the Agent to the GOB of the occurrence and continuance of an event of default under the Financing Documents and the succession of the Lenders to the Company’s interests in and under this Agreement, the Lenders shall have the right, among others, to: (i) take possession of the Facility and, prior to the Commercial Operations Date, complete construction of the Facility and operate the same an...
Creation of Security. (a) Notwithstanding the provisions of Section 9.1, for the purpose of financing the Project, in connection with the Financial Closing the Company may assign to, or create a security interest in favour of, the Lenders in the Company’s rights and interests under or pursuant to (i) this Agreement, (ii) any agreement or document included within or contemplated by the Project Agreements, (iii) the Complex, (iv) the Site, (v) the movable, immovable, and intellectual property of the Company, and (vi) the revenues or any of the rights or assets of the Company.
(b) The Lenders shall have no rights (except as expressly provided herein) or obligations to the AJ&K/Provincial Government under this Agreement until such time as the Lenders or their designees succeed to the Company’s interest under this Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give notice of such succession (“the Succession Notice”) to the AJ&K/Provincial Government and shall assume liability for all of the Company’s obligations under this Agreement, including payment of any amounts due and owing to the AJ&K/Provincial Government for breaches or defaults by the Company and other liabilities arising under this Agreement prior to the Lenders’ or such designees’ succession to the Company’s interest in and under this Agreement; provided, however, that any liability of the Lenders or their designees shall be strictly limited to the interest of the Lenders in the Complex.
(c) Upon notification by the Lenders or the Agent to the AJ&K/Provincial Government, of the occurrence and continuance of an event of default under the Financing Documents, the Lenders shall have the right, among others, to
(i) take possession of the Complex and prior to the Commercial Operations Date, complete construction of the Complex and operate and maintain the same and, after the Commercial Operations Date, operate and maintain the same, and (ii) cure any continuing Company Event of Default as provided under Article XI.
(d) In the event the Lenders desire to sell, transfer or assign the Complex as a going concern with all assets (present and future) together with possession thereof (hereinafter the “Transfer of the Complex”) for the purposes of enforcing their rights under or pursuant to the Financing Documents, the following conditions shall apply:
(i) Lenders shall obtain the consent of the AJ&K/Provincial Government for th...
Creation of Security. 3.1 The Chargor, as continuing security for the payment, discharge and performance of all the Secured Obligations, hereby with full title guarantee:
(a) mortgages and charges and agrees to mortgage and charge to the Administrative Agent the Shares held now or in the future by it and/or any nominee on its behalf, by way of first legal mortgage; and
(b) mortgages and charges and agrees to mortgage and charge to the Administrative Agent the Related Rights held now or in the future by it and/or any nominee on its behalf, by way of first legal mortgage; and
(c) (to the extent they are not effectively mortgaged or charged pursuant to paragraphs (a) and (b) above), charges the Shares and the Related Rights held now or in the future by it and/or any nominee on its behalf, by way of first fixed charge, PROVIDED THAT:
(i) whilst no Event of Default has occurred which is continuing, the Chargor shall be entitled (notwithstanding the security contemplated to be created hereby) to receive all dividends, interest and income from and any property accruing or in respect of the Security Assets; and
(ii) whilst no Event of Default has occurred which is continuing, the Chargor shall be entitled (notwithstanding the security contemplated to be created hereby) to exercise, any voting or other rights attached to any of the Security Assets, provided that it shall not exercise any voting rights in a manner which would prejudice the security created under this Mortgage.
3.2 The parties agree and acknowledge that:
(a) the Security Assets constitute financial collateral; and
(b) this Mortgage and the obligations of the Chargor under this Mortgage are a security financial collateral arrangement, (in each case) for the purposes of the Financial Collateral Regulations.
Creation of Security. (a) Notwithstanding the provisions of Section 11.1 (Assignment), for the purpose of financing the Project in connection with the Financial Closing, the Seller may assign to, or create a security interest in favour of, the Lenders in the Seller’s rights, obligations and interests under or pursuant to (i) this Agreement, and the Guarantee, (ii) any other agreement or document included within or contemplated by the Project Agreements, (iii) the Complex, (iv) the Site, (v) the present and future movable, immovable, and intellectual property of the Seller, and (vi) the present and/or future revenues, actionable claims, debts or any of the rights or assets of the Seller, and (vii) any other present or future right, interest, property or asset of any kind and wherever situated. The Seller may also create security interests in its rights and assets identified in sub-items (iii) through (vii) in the preceding paragraph in favour of financial institutions acting as short-term creditors providing working capital or other short-term credit facilities required for its operations by the Seller or on the Complex for the purposes of the Seller Letter of Credit, subject to an unconditional undertaking furnished by the short-term creditors in favour of and delivered to AEDB (in form and content acceptable to AEDB) prior to the creation of any security interests stipulating that any such security interests on or in respect of the Transferrable Assets shall ipso facto stand vacated, released and cancelled upon payment of Compensation Amounts by the GOP to the Lenders (or to the Seller where applicable) pursuant to Article XV of this Agreement in connection with the transfer of the Transferable Assets to the GOP.
(b) The Lenders shall have the rights expressly granted in their favour in this Agreement and the Direct Agreement. Except in respect of such rights, the Lenders shall not exercise any of the rights of the Seller under this Agreement, or the Guarantee (to the extent assigned or subject to a security interest pursuant to Section 11.2(a) unless and until such time as the Lenders (or the Agent) deliver a notice in writing to AEDB (the “Succession Notice”) specifying that the Lenders or their designee are exercising their rights to succeed to the Seller’s interest under this Agreement, or the Guarantee, as the case may be, whether by exercise of the rights or remedies of the Lenders under the Financing Documents to take control of and occupy or transfer the Complex or oth...
Creation of Security. 21.2.1 Notwithstanding the provisions of Clause 21.1, for the purpose of financing the construction, operation and maintenance of the Plant, the Seller may assign or create security over its rights and interests under, pursuant to or associated with the assets identified in Clause 21.1; except that the Seller shall not create any such security without the prior written consent of [the Purchaser/GoT].
21.2.2 The Purchaser shall execute all such acknowledgments of any security created in accordance with Clause 21.2.1 above as are reasonably requested by the Seller to give effect to the security.
21.2.3 The Purchaser shall use all reasonable efforts to execute, acknowledge and deliver any and all further documents and instruments, and to take any other actions, which may be necessary to satisfy the reasonable requests of any Finance Parties or prospective Finance Parties in connection with the financing or refinancing of the Project, including executing and delivering to the Finance Parties a consent to assignment (or other form of direct agreement) concerning the Project between the Purchaser and the Finance Parties in form and substance satisfactory to the Finance Parties.
21.2.4 Nothing in Clause 21.2.3 shall be construed to require the Purchaser to execute, acknowledge and deliver any further documents and instruments, or to take any other actions, which are inconsistent with its rights under this Agreement or which are expressly subject to its consent or approval under this Agreement.
Creation of Security. For the purpose of financing or refinancing the Plant the Concessionaire may under the CHP5 Financing Documents assign to or create a security interest in favour of the Lenders in its rights and interests under:
10.2.1 this Agreement;
10.2.2 any agreement or document included within or contemplated by the CHP5 Project Agreements;
Creation of Security. (a) Any Security is created or subsists over the shares in the Ultimate Parent; or
(b) Except for the VIE Equity Pledges, any Security is created or subsists over the equity interests in the GDS Management Co., GDS Beijing, or GDS Suzhou, in each case in a manner not consistent with provisions of this Agreement.
Creation of Security. The Borrower shall create security as stipulated by the Bank in this Agreement or otherwise, in favour of Bank.
Creation of Security. As a continuing security for the full and punctual payment and performance when due (whether at stated maturity, acceleration or otherwise) of the Secured Obligations, ICPS hereby absolutely and unconditionally pledges in favor of IC by way of first ranking fixed pledge or, as may be applicable, assigns in favor of IC by way of pledge, in each case not limited in amount, the Pledged Assets.
Creation of Security. (a) It is, or upon the execution (and the fulfilment of any conditions included therein) of the Security Documents to which it is a party will be, subject to any Permitted Security, the absolute owner (Eigentümer) of all the material assets over which it purports to create Security by or pursuant to or as evidenced in the Security Documents.
(b) Each Security Document to which it is or is to be a party creates, or upon such execution (and the fulfilment of any conditions included therein) will create, the Security which that Security Document purports to create or, if that Security Document purports to evidence Security, accurately evidences, or upon such execution (and the fulfilment of any conditions included therein) will so evidence, Security which has been validly created.
(c) The partner or equity interests (Gesellschaftsanteile) in the partnership of the Borrower which are or are to be subject to any Security created by or pursuant to, or evidenced in, any of the Security Documents are all fully paid as at the date of first Utilisation and the constitutional documents of the Borrower do not and could not restrict or inhibit (whether absolutely, partially, under a discretionary power or otherwise) any transfer of such partner or equity interests (Gesellschaftsanteile) in the partnership of the Borrower upon or pursuant to any enforcement of any of the Security Documents to which it is or is to be a party.