Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company authorizes Agent to execute any such Additional Documents in the applicable Company’s name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent periodic basis as Agent shall require), Companies shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 3 contracts
Sources: Loan and Security Agreement (Telos Corp), Loan and Security Agreement (Telos Corp), Loan and Security Agreement (Telos Corp)
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies Borrowers shall execute and deliver to AgentLender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent Lender may request in its Permitted Discretion, in form and substance satisfactory to AgentLender, to perfect and continue perfected or better perfect the Agent’s Lender's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent Lender in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent Lender to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall require), Companies Borrowers shall (a) provide Agent Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 3 contracts
Sources: Loan and Security Agreement (Futurelink Corp), Loan and Security Agreement (Cray Inc), Loan and Security Agreement (Peninsula Gaming Corp)
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrowers shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrowers shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement (Hudson Highland Group Inc), Loan and Security Agreement (Hudson Highland Group Inc)
Delivery of Additional Documentation Required. At any time upon the request of AgentSecured Party, Companies each Debtor shall execute and deliver to AgentSecured Party, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent Secured Party may request in its Permitted Discretion, in form and substance satisfactory to AgentSecured Party, to perfect and continue perfected or better perfect the Agent’s Secured Party's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent Secured Party in any Real Property acquired after the Closing Datedate hereof, and in order to fully consummate all of the transactions contemplated hereby and under the other Subsidiary Loan Documents. To the maximum extent permitted by applicable law, each Company Debtor authorizes Agent Secured Party to execute any such Additional Documents in the applicable Company’s such Debtor's name and authorize Agent authorizes Secured Party to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Secured Party shall require), Companies each Debtor shall (a) provide Agent Secured Party with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies such Debtor during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies such Debtor that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ such Debtor's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Secured Party supplemental schedules to the applicable Subsidiary Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 2 contracts
Sources: Security Agreement (Futurelink Corp), Security Agreement (Futurelink Corp)
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrowers shall execute authorize and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrowers shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement (Advanced Lighting Technologies Inc), Loan and Security Agreement (Advanced Lighting Technologies Inc)
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrowers shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property real property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Parent and Borrowers shall (a) provide Agent with a report of all new patentable, copyrightable, or patentable materials and trademarkable materials acquired or generated by Companies Parent and each Borrower during the prior period, (b) cause all patents, copyrights, patents and trademarks acquired or generated by Companies Parent and each Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Parent's and each Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, patents and trademarks as being subject to the security interests created thereunder, (d) provide Agent with the information required under Section 6.16 in respect of copyrights and copyrightable materials.
Appears in 2 contracts
Sources: Loan and Security Agreement (Big Dog Holdings Inc), Loan and Security Agreement (Big Dog Holdings Inc)
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrower shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company authorizes Agent to execute any such Additional Documents in the applicable Company’s name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall reasonably require), Companies Borrower shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower’s ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement (Unified Grocers, Inc.), Loan and Security Agreement (Unified Grocers, Inc.)
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies Borrower shall execute and deliver to Agent, Lender any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent Lender may request in its Permitted Discretionsole discretion, in form and substance satisfactory to AgentLender, to perfect and continue perfected or better perfect the Agent’s Liens Lender's security interest in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent Lender to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall require), Companies Borrower shall (a) provide Agent Lender with a report of all material new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) cause all material patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such material patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 2 contracts
Sources: Business Loan and Security Agreement (Syntax-Brillian Corp), Business Loan and Security Agreement (Syntax-Brillian Corp)
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies such Borrower shall execute and deliver to AgentLender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent Lender may request in its Permitted Discretion, in form and substance satisfactory to AgentLender, to perfect and continue perfected or better perfect the Agent’s Lender's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent Lender in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent Lender to execute any such Additional Documents in the applicable Company’s such Borrower's name and authorize Agent authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall reasonably require), Companies each Borrower shall (a) provide Agent Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies such Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies such Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ such Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement (Majestic Investor Capital Corp), Loan and Security Agreement (Majestic Investor Capital Corp)
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies Obligors shall execute and deliver to AgentLender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent Lender may request in its Permitted Discretion, in form and substance satisfactory to AgentLender, to perfect and continue perfected or better perfect the Agent’s Lender's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent Lender in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents, including, without limitation, (a) promptly upon termination of the security interests created under the Senior Loan Documents, Assignments of Claims and Notices of Assignment of Claims and (b) all original motor vehicle title certificates with respect to all motor vehicles owned by any Obligor and registered with any state's department of motor vehicles, executed by the appropriate Obligor and, if necessary, any other Person, so as to permit Lender to record a Lien with respect thereto. Without limiting the generality of the foregoing, Obligors agree to deliver to Lender a Trademark Security Agreement with respect to any trademark applications within 5 Business Days after the date such trademark applications are filed and application numbers assigned thereto by the U.S. Patent and Trademark Officer. To the maximum extent permitted by applicable law, each Company Obligor authorizes Agent Lender to execute any such Additional Documents in the applicable Company’s Obligor's name and authorize Agent Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall require), Companies Obligors shall (ai) provide Agent Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Obligors during the prior period, (bii) cause all patents, copyrights, and trademarks acquired or generated by Companies Obligors that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Obligor's ownership thereof, and (ciii) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies Borrower shall execute and deliver to AgentLender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security LOAN AND SECURITY AGREEMENT - Page 43 DALLAS2 939606V9 53877-00012 agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent Lender may request in its Permitted Discretion, in form and substance satisfactory to AgentLender, to perfect and continue perfected or better perfect the Agent’s Lender's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent Lender in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable lawApplicable Law, each Company Borrower authorizes Agent Lender to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall require), Companies Borrower shall (a) provide Agent Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrower shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property real property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrower shall (a) provide Agent with a report of all new patentable, copyrightable, or patentable materials and trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) cause all patents, copyrights, patents and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, patents and trademarks as being subject to the security interests created thereunder, (d) provide Agent with the information required under Section 6.16 in respect of copyrights and copyrightable materials.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrowers shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, mortgages, surveys, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrowers shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) to the extent required pursuant to Section 6.16, cause all patents, copyrights, and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Outsourcing Services Group Inc)
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies DF shall execute and deliver to AgentLender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent Lender may request in its Permitted Discretion, in form and substance satisfactory to AgentLender, to perfect and continue perfected or better perfect the Agent’s Lender's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent Lender in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company DF authorizes Agent Lender to execute any such Additional Documents in the applicable Company’s DF's name and authorize Agent authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall require), Companies DF shall (a) provide Agent Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies it during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies DF that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ its ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder. Upon an Event of Default, and pursuant to Section 6.16 hereof, FFPO shall grant such liens and security interests in its assets and properties as Lender may require in accordance with the provisions of this Section 4.4.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies each Loan Party shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, Commercial Tort Claim Assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents, including any Mortgages. To the maximum extent permitted by applicable law, each Company Loan Party authorizes Agent to execute any such Additional Documents in the applicable Company’s such Loan Party's name and authorize authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies each Loan Party shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies such Loan Party during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies such Loan Party that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ such Loan Party's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrower shall execute and deliver to Agent, Agent any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrower shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) as Agent shall reasonably request, cause all patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (En Pointe Technologies Inc)
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies Borrower shall execute and deliver to AgentLender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent Lender may request in its Permitted Discretion, in form and substance satisfactory to AgentLender, to perfect and continue perfected or better perfect the Agent’s Lender's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent Lender in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent Lender to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall require), Companies Borrower shall (a) provide Agent Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies shall execute and Debtor shall, at its own expense, deliver to AgentLender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) that Agent Lender may request in its Permitted Discretionabsolute discretion, in form and substance satisfactory to AgentLender, to perfect and continue perfected or better perfect the AgentLender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent Lender in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Debtor authorizes Agent Lender to execute any such Additional Documents additional documents in the applicable CompanyDebtor’s name and authorize Agent authorizes Lender to file such executed Additional Documents additional documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall require), Companies Debtor shall (a) provide Agent Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Debtor during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Debtor that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of CompaniesDebtor’s’ ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies Borrower shall execute and deliver to Agent, Lender any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) that Agent Lender may request in its Permitted Discretionsole discretion, in form and substance satisfactory to AgentLender, to perfect and continue perfected or better perfect the AgentLender’s Liens security interest in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent Lender to execute any such Additional Documents in the applicable CompanyBorrower’s name and authorize Agent authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall require), Companies Borrower shall (a) provide Agent Lender with a report of all material new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) cause all material patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower’s ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such material patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Business Loan and Security Agreement (Syntax-Brillian Corp)
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies Borrower shall execute and deliver to AgentLender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent Lender may request in its Permitted Discretion, in form and substance reasonably satisfactory to AgentLender, to perfect and continue perfected or better perfect the Agent’s Lender's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent Lender to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall require), Companies Borrower shall (a) provide Agent Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrowers (other than the UK Borrower) shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, mortgages, surveys, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property (excluding leasehold interests) acquired by any such Borrower after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower (other than the UK Borrower) authorizes Agent to execute any such Additional Documents in the applicable CompanyBorrower’s name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrowers (other than the UK Borrower) shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies such Borrowers during the prior period, (b) cause all patents, copyrightsCopyrights, and trademarks acquired or generated by Companies such Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companiessuch Borrowers’ ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrightsCopyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Mercator Software Inc)
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies Borrowers shall execute and deliver to AgentLender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, mortgages, surveys, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent Lender may request in its Permitted Discretion, in form and substance reasonably satisfactory to AgentLender, to perfect and continue perfected or better perfect the Agent’s Lender's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent Lender in any Real Property acquired by any Borrower after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent Lender to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall require), Companies Borrowers shall (a) to the extent required pursuant to Section 6.16, provide Agent Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) to the extent required pursuant to Section 6.16, cause all patents, copyrightsCopyrights, and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrightsCopyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies Borrower shall execute and deliver to AgentLender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, mortgages, surveys, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) that Agent Lender may request in its Permitted Discretion, in form and substance satisfactory to AgentLender, to perfect and continue perfected or better perfect the AgentLender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent Lender in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent Lender to execute any such Additional Documents in the applicable CompanyBorrower’s name and authorize Agent authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall require), Companies Borrower shall (a) provide Agent Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower’s ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrower shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”"ADDITIONAL DOCUMENTS") that Agent may request in its Permitted Discretion, in form and substance reasonably satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrower shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) upon request of Agent, cause all patents, copyrights, and trademarks acquired or generated by Companies Borrower that are necessary to the conduct of Borrower's business and that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrowers shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent periodic basis as Agent shall require)bi-monthly basis, Companies Borrowers shall (a) provide Agent with a report of all new patentable, copyrightable, patentable or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all patents, copyrights, patents and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, patents and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrowers shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, PPSA Filings, security agreements, pledges, assignments, endorsements of certificates of titletitle (other than those endorsements of certificates of title pertaining to assets of Borrowers as determined by Agent), and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrowers shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the --------------------------------------------- request of Agent, Companies Borrowers shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrowers shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Friede Goldman Halter Inc)
Delivery of Additional Documentation Required. At any time upon the reasonable request of Agent, Companies Borrower shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance reasonably satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrower shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Communications & Power Industries Inc)
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies each Loan Party shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property Collateral acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Loan Party authorizes Agent to execute any such Additional Documents in the applicable Company’s such Loan Party's name and authorize authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies each Loan Party shall (a) provide Agent with a report of all new material patentable, copyrightable, or trademarkable materials acquired or generated by Companies such Loan Party during the prior period, (b) cause all material patents, copyrights, and trademarks acquired or generated by Companies such Loan Party that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive -45- 52 notice of Companies’ such Loan Party's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (E Spire Communications Inc)
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies Borrowers shall execute and deliver to AgentLender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) that Agent Lender may request in its Permitted Discretion, in form and substance satisfactory to AgentLender, to perfect and continue perfected or better perfect the AgentLender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent Lender in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent Lender to execute any such Additional Documents in the applicable CompanyBorrower’s name and authorize Agent Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall require), Companies Borrowers shall (a) provide Agent Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of CompaniesBorrowers’ ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Old Evangeline Downs Capital Corp)
Delivery of Additional Documentation Required. At any time upon the request of Agentthe Lender, Companies the Borrowers shall execute and deliver to Agent, the Lender any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent the Lender may request in its Permitted Discretion, in form and substance satisfactory to Agentthe Lender, to perfect and continue perfected or better perfect the Agent’s Lender's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent the Lender in any Real Property property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent the Lender to execute any such Additional Documents in the applicable Company’s such Borrower's name and authorize Agent authorizes the Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent the Lender shall require), Companies the Borrowers shall (a) provide Agent the Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies any Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies any Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient \sufficient to impart constructive notice of Companies’ such Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent the Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the reasonable request of AgentLender, Companies Borrower shall execute and deliver to AgentLender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) that Agent Lender may request in its Permitted Discretion, in form and substance satisfactory to AgentLender, to perfect and continue perfected or better perfect the AgentLender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent Lender in any Real Property acquired by Borrower after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable lawApplicable Law, each Company Borrower authorizes Agent Lender to execute any such Additional Documents in the applicable CompanyBorrower’s name and authorize Agent authorizes Lender to file such executed Additional Documents in any appropriate filing officeoffice to the extent that Borrower does not promptly take such action upon the reasonable request of Lender. In addition, on a quarterly basis or prior to the later to occur of (i) 30 days following such registration and (ii) the date of the required delivery under Section 6.3(a) of the monthly financial statements following such registration (or more frequent periodic basis such longer period as Agent shall requireto which Lender may consent), Companies Borrower shall (a) provide Agent Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies during the prior period, (b) cause all patents, copyrights, and trademarks acquired registered or generated applied for by Companies that are not already the subject of a registration Borrower with the appropriate filing office (United States Patent and Trademark Office or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ ownership thereof, the U.S. Copyright Office during the prior period and (cb) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents (including Schedule 5.15) to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Fortegra Financial Corp)
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies Borrower shall execute and deliver to AgentLender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent Lender may request in its Permitted Discretionreasonably request, in form and substance satisfactory to AgentLender, to perfect and continue perfected or better perfect the Agent’s Lender's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent Lender to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall require), Companies Borrower shall (a) provide Agent Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies each Borrower shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”") that Agent may request in its Permitted Discretionrequest, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property real property acquired after the Closing Datedate hereof, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Transaction Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s such Borrower's name and authorize authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies each Borrower shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies such Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies such Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ such Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Transaction Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Security Agreement (Shells Seafood Restaurants Inc)
Delivery of Additional Documentation Required. At any time upon the request of AgentFoothill, Companies Borrowers shall execute and deliver to Agent, any and Foothill all financing statements, original continuation financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, control agreements, endorsements of certificates of title, applications for title, affidavits, reports, notices, schedules of accounts, letters of authority, and all other documents (the “Additional Documents”) that Agent may request Foothill in its Permitted DiscretionDiscretion may request, in form and substance satisfactory to AgentFoothill, to perfect and continue perfected or better perfect the Agent’s Liens Foothill's security interests in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing DateCollateral, and in order to fully consummate all of the transactions contemplated hereby and under the other the Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent Foothill to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent Foothill to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Foothill shall require), Companies Borrowers shall (a) provide Agent Foothill with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Foothill supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrowers shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance reasonably satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s such Borrower's name and authorize authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall reasonably require), Companies each Borrower shall (a) provide Agent with a report of all new material patentable, copyrightable, or trademarkable materials acquired or generated by Companies such Borrower during the prior period, (b) cause all material patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ such Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of Agentthe Lender, Companies the Borrowers shall execute and deliver to Agent, the Lender any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent the Lender may request in its Permitted Discretion, in form and substance satisfactory to Agentthe Lender, to perfect and continue perfected or better perfect the Agent’s Lender's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent the Lender in any Real Property property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent the Lender to execute any such Additional Documents in the applicable Company’s such Borrower's name and authorize Agent authorizes the Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent the Lender shall require), Companies the Borrowers shall (a) provide Agent the Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies any Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies any Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ such Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent the Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrowers shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, ) and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In -56- 58 addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require)require in its Permitted Discretion, Companies Borrowers shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the --------------------------------------------- request of Agent, Companies Borrower, or Holdco, as the case may be, shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsassignments (including, without limitation, assignments in connection with the Prior Loan Agreement and Prior Loan Documents), endorsements of certificates of title, title and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall reasonably require), Companies Borrower shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (DSG International LTD)
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrower shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable CompanyBorrower’s name and authorize authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrower shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower’s ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrowers shall execute and deliver to Agent, any and all financing statements, original initial financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrowers shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (SCB Computer Technology Inc)
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrowers shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrowers shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all patents, copyrights, and trademarks that are material to Debtor's business or operations and that are acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Peregrine Systems Inc)
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrowers shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrowers shall (a) provide Agent with a report of all new domestic patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all domestic patents, copyrights, and trademarks acquired or generated by Companies Borrowers that are used in or are related to any Marketed Software and that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrowers shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrowers shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all patents, material copyrights, and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (World Airways Inc /De/)
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance reasonably satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company authorizes Agent to execute any such Additional Documents in the applicable Company’s 's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ ' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Alpine Group Inc /De/)
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies each of Borrower and Canadian Subsidiary shall execute and deliver to AgentLender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent Lender may request in its Permitted Discretion, in form and substance satisfactory to AgentLender, to perfect and continue perfected or better perfect the Agent’s Lender's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower (or Canadian Subsidiary, where applicable) authorizes Agent Lender to execute any such Additional Documents in the applicable Company’s Borrower's (or Canadian Subsidiary's, where applicable) name and authorize Agent authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall require), Companies Borrower shall (a) provide Agent Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. (a) At any time upon the request of Agent, Companies Borrowers shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of titletitle (other than certificates of title relating to motor vehicles, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance reasonably satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any owned Real Property acquired after the Closing Date, to the extent that the difference between the then current fair market value of such Real Property and the amount of all Liens with respect to such Real Property (as determined by Agent in its sole discretion) is in excess of $500,000, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent periodic basis as Agent shall require)with the delivery of the financial statements, Companies Borrowers shall (a) provide Agent with a report of all new material patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all material patents, copyrights, and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder; provided, however that the Borrowers -------- ------- shall not be required to register any patents, copyrights or trademarks that Borrowers determine in their reasonable business judgment that it is not economic to register.
(b) Parent, SK and Borrowers each agree to cause:
(i) each Subsidiary of Parent not in existence on the Closing Date to execute and deliver to Agent for the benefit of the Lender Group promptly and in any event within 3 Business Days after the formation, acquisition or change in status thereof (A) a joinder to the Guaranty, (B) a joinder to the Parent Security Agreement, (C) if such Subsidiary has any Subsidiaries, a joinder to the Guarantor Stock Pledge Agreement together with (y) certificates evidencing all of the Stock of any Person owned by such Subsidiary, and (z) undated stock powers executed in blank, (D) one or more mortgages regarding any owned Real Property, to the extent that the difference between the then current fair market value of such Real Property and the amount of all Liens with respect to such Real Property (as determined by Agent in its sole discretion) is in excess of $500,000, and (E) such other agreements, instruments, approvals, or other documents reasonably requested by Agent in order to create, perfect, establish the first priority (other than Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Parent Security Agreement, Guarantor Stock Pledge Agreement or mortgage or otherwise to make such Subsidiary a party to and bound by all of the terms, covenants and agreements contained in the Loan Documents and that all or substantially all of the property and assets of such Subsidiary shall become Collateral for the Obligations; and
(ii) each owner of the Stock of any such Subsidiary to execute and deliver promptly and in any event within 3 Business Days after the formation or acquisition of such Subsidiary a supplement to the Stock Pledge Agreement or Guarantor Stock Pledge Agreement, as applicable, together with (A) certificates evidencing all of the Stock of such Subsidiary, (B) undated stock powers or other appropriate instruments of assignment executed in blank, and (C) such other agreements, instruments, approvals, or other documents reasonably requested by Agent.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of AgentLender, Companies Borrower shall execute and deliver to AgentLender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent Lender may request in its Permitted Discretion, in form and substance satisfactory to AgentLender, to perfect and continue perfected or better perfect the Agent’s Lender's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent Lender to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize Agent authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent Lender shall require), Companies Borrower shall (a) provide Agent Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrower shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrower shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Northland Cranberries Inc /Wi/)
Delivery of Additional Documentation Required. At any time upon the request of Agent, Companies Borrowers shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) that Agent may request in its Permitted Discretion, in form and substance reasonably satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable CompanyBorrower’s name and authorize Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrowers shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of CompaniesBorrowers’ ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules Schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.
Appears in 1 contract
Delivery of Additional Documentation Required. At any time upon the reasonable request of Agent, Companies Borrowers shall execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Company Borrower authorizes Agent to execute any such Additional Documents in the applicable Company’s Borrower's name and authorize authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on a quarterly basis (or more frequent such periodic basis as Agent shall require), Companies Borrowers shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Companies Borrowers during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Companies Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Companies’ Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.supplemental
Appears in 1 contract