Defense of Claims; Transferability of Pledged Collateral Sample Clauses
The "Defense of Claims; Transferability of Pledged Collateral" clause establishes the obligations of a party to protect the pledged collateral from third-party claims and outlines the conditions under which the collateral can be transferred. In practice, this means the pledgor must actively defend against any legal challenges or claims that could affect the collateral's value or ownership, and may also require the pledgor to ensure that the collateral remains freely transferable to the secured party or its assignees. This clause is essential for safeguarding the secured party's interests by minimizing legal risks to the collateral and ensuring its liquidity or usability in the event of enforcement.
Defense of Claims; Transferability of Pledged Collateral. Each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Secured Party other than Permitted Collateral Liens (other than Contested Liens). There is no agreement, and no Pledgor shall enter into any agreement or take any other action, that would reasonably be expected to restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict in any material respect with such Pledgors' obligations or the rights of the Collateral Agent hereunder.
Defense of Claims; Transferability of Pledged Collateral. Subject to Section 7.09 of the Credit Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Administrative Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Administrative Agent or any other Secured Party other than Permitted Liens. Subject to Section 7.09 of the Credit Agreement, there is no agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with such Pledgor’s obligations or the rights of the Administrative Agent hereunder.
Defense of Claims; Transferability of Pledged Collateral. Subject to the Loan Documents, each Pledgor shall, at its own cost and expense, take all commercially reasonable actions necessary to defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Administrative Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Administrative Agent or any other Secured Party other than Permitted Liens.
Defense of Claims; Transferability of Pledged Collateral. Except to the extent otherwise permitted by Section 5.05 of the Credit Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Secured Party other than Permitted Encumbrances. Except as permitted by the Credit Agreement, there is no agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder.
Defense of Claims; Transferability of Pledged Collateral. Each Pledgor shall, at its own cost and expense, use commercially reasonable efforts to defend title to the Pledged Collateral pledged by it hereunder and the security interest therein granted to the Collateral Agent and the priority thereof (subject to Permitted Collateral Liens) required hereunder against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Secured Party. There is no agreement that restricts the transferability of any material portion of the Pledged Collateral or otherwise materially impairs or conflicts with any Pledgor’s obligations or the rights of the Collateral Agent hereunder, and the Pledgors shall not enter into any agreement or take any other action that would restrict the transferability of any material portion of the Pledged Collateral or otherwise materially impair or conflict with any Pledgor’s obligations or the rights of the Collateral Agent hereunder.
Defense of Claims; Transferability of Pledged Collateral. Subject to Section 5.04 of the Credit Agreement and except for dispositions not prohibited by the Credit Agreement or this Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral (in the case of the Pledged IP Collateral, the failure of which to own (or have rights to) would reasonably be expected to have a Material Adverse Effect) pledged by it hereunder and the security interest therein and Lien thereon granted to the Administrative Agent and the priority thereof as described in Section 4.2 hereof against all claims and demands of all Persons at any time claiming any interest therein adverse to the Administrative Agent or any other Secured Party (other than Permitted Liens), in each case at its own cost and expense.
Defense of Claims; Transferability of Pledged Collateral. Each Pledgor shall, at its own cost and expense, take any and all commercially reasonable actions necessary to defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Administrative Agent except with respect to such Pledged Collateral that such Pledgor determines in its reasonable business judgment is no longer necessary or beneficial to the conduct of such Pledgor’s business, and the priority thereof against any Lien not other than Permitted Liens, at its own cost and expense, subject to the rights of such Pledgor under Section 9.10 of the Credit Agreement and corresponding provisions of the Loan Documents to obtain a release of the Liens created under the Loan Documents.
Defense of Claims; Transferability of Pledged Collateral. The Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Secured Party and the priority thereof against all claims and demands of all Persons at any time claiming any interest therein materially adverse to the Secured Party. There is no agreement, order, judgment or decree, and the Pledgor shall not enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with the Pledgor’s obligations or the rights of the Secured Party hereunder.
Defense of Claims; Transferability of Pledged Collateral. Subject to Section 5.05 of the Credit Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Secured Party other than Permitted Collateral Liens. There is no agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral, unless in each of the foregoing cases, such Pledgor believes, in its reasonable judgment, that the terms of any such agreement, order, judgment or decree are usual and customary under the circumstances or would not otherwise impair or conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder.
Defense of Claims; Transferability of Pledged Collateral. Subject to Section 5.08 of the Credit Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all Liens (other than Permitted Liens) of all persons, at its own cost and expense, except where the failure to defend such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as permitted by the Credit Agreement, this Agreement or any other Loan Document, there is no agreement, order, judgment or decree to which any Pledgor is a party, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder.