Common use of Encumbrance Clause in Contracts

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of Agent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 4 contracts

Sources: Loan and Security Agreement (Regado Biosciences Inc), Loan and Security Agreement (Regado Biosciences Inc), Loan and Security Agreement (Bacterin International Holdings, Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its propertythe Collateral, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest (subject to Permitted Liens) granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 3 contracts

Sources: Loan and Security Agreement (Cornerstone OnDemand Inc), Loan and Security Agreement (Cornerstone OnDemand Inc), Loan and Security Agreement (Cornerstone OnDemand Inc)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to fail to be subject to the first priority security interest granted hereinherein except for Permitted Liens that may have priority by operation of applicable Law or by the terms of a written intercreditor or subordination agreement entered into by Agent, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of Agent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual PropertyCollateral, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 3 contracts

Sources: Credit and Security Agreement (Mannkind Corp), Credit and Security Agreement (Mannkind Corp), Credit and Security Agreement (BioNano Genomics, Inc)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its propertyproperty (except for Permitted Liens), or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted hereinherein (except for Permitted Liens), or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 3 contracts

Sources: Loan and Security Agreement, Loan and Security Agreement (Miragen Therapeutics, Inc.), Loan and Security Agreement (Signal Genetics, Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, except for Permitted Liens, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual PropertyProperty in favor of Bank, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Sources: Loan and Security Agreement (Iridex Corp), Loan and Security Agreement (TrueCar, Inc.)

Encumbrance. (a) Create, incur, allow, or suffer allow any Lien on any of its propertyproperty or assets, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) or permit any Collateral not to be subject to the first priority security interest granted hereinherein (subject to Permitted Liens), or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiarysubsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Appears in 2 contracts

Sources: Loan and Security Agreement (Entropic Communications Inc), Loan and Security Agreement (Entropic Communications Inc)

Encumbrance. (a) CreateExcept for Permitted Liens, create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Sources: Loan and Security Agreement (Channeladvisor Corp), Loan and Security Agreement (Channeladvisor Corp)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, including, but not limited to it intellectual property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Appears in 2 contracts

Sources: Loan and Security Agreement (Crossroads Systems Inc), Loan and Security Agreement (Crossroads Systems Inc)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit Guarantor or any of its Subsidiaries Subsidiary to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Borrower, Guarantor or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s, Guarantor’s or any Subsidiary’s Intellectual Property, except customary anti-assignment provisions in contracts or other agreements or as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Sources: Loan Agreement (Aquinox Pharmaceuticals, Inc), Loan Agreement (Aquinox Pharmaceuticals (Usa) Inc)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, or (cb) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s 's or any Subsidiary’s Intellectual Property's intellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of "Permitted Liens” Lien" herein.;

Appears in 2 contracts

Sources: Loan and Security Agreement (Spire Corp), Loan and Security Agreement (Spire Corp)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, except for Permitted Liens; or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Sources: Loan and Security Agreement (Carbylan Therapeutics, Inc.), Loan and Security Agreement (Carbylan Therapeutics, Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its propertythe Collateral, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank or Gold Hill Venture Lending 03, LP) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except (i) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” hereinherein or (ii) unless a security interest in favor of Bank , its successors, or assigns is permitted).

Appears in 2 contracts

Sources: Loan and Security Agreement (Yodlee Inc), Loan and Security Agreement (Yodlee Inc)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted LiensLiens and Transfers permitted by Section 7.1, (b) permit any Collateral not to be subject to the first priority security interest granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” hereinherein and other than under the CRG Loan Agreement.

Appears in 2 contracts

Sources: Loan and Security Agreement (NanoString Technologies Inc), Loan Agreement (NanoString Technologies Inc)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) or permit any Collateral not to be subject to the first priority security interest granted hereinherein (subject to Permitted Liens), or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentLender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s 's or any Subsidiary’s Intellectual Property's intellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of "Permitted Liens" herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Metabasis Therapeutics Inc)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of Agent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from collaterally assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering Lien upon any of Borrower’s or any Subsidiary’s property (including, without limitation, Intellectual Property), all of the foregoing except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Furiex Pharmaceuticals, Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted hereinherein (except for Permitted Liens), or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of Agentthe Lender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Borrower, or any Subsidiary of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any such Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Sources: Revenue Based Factoring Agreement (Blue Star Foods Corp.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) or permit any Collateral not to be subject to the first priority security interest granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentCollateral Agent and Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Tranzyme Inc)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, pursuant to the Debenture, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Oclaro, Inc.)

Encumbrance. (a) Create, incur, allow, allow or suffer any Lien on any of its propertythe Collateral, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, except for Permitted Liens, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Active Power Inc)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of Agent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Kalobios Pharmaceuticals Inc)

Encumbrance. (a) Create, incur, allow, or suffer to exist any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual PropertyProperty in favor of Bank, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Couchbase, Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted hereinherein or in the Australian Security and Guarantee, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Cancer Genetics, Inc)

Encumbrance. (a) CreateExcept for Permitted Liens, create, incur, allow, or suffer any Lien on any of its property, including its intellectual property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) or permit any Collateral not to be subject to the first priority security interest granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentLender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Energy Recovery, Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) or permit any Collateral not to be subject to the first priority security interest granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentCollateral Agent and Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s 's or any Subsidiary’s Intellectual Property's intellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of "Permitted Liens" herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Tranzyme Inc)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted hereinherein (except for Permitted Liens), or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Gemphire Therapeutics Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted hereinherein (subject to Permitted Liens), or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (St. Bernard Software, Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign assign, or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries or Borrower-owned Related Special Purpose Entities to do so, except for Permitted Liens, (b) ; permit any Collateral not to be subject to the first priority security interest granted herein, ; or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which that directly or indirectly prohibits prohibits, or has the effect of prohibiting prohibiting, Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (aTYR PHARMA INC)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its propertyproperty (including the Collateral), or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens. On or after the Perfection Date, (b) permit any Collateral not to be subject to the first priority security interest granted herein, ; or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentCRIL) with any Person which directly or indirectly prohibits prohibits, or has the effect of prohibiting prohibiting, Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, in each case except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Satellogic Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of Agent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or uponupon its property, or (d) encumbering encumber any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Tribute Pharmaceuticals Canada Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted hereinherein (subject to Permitted Liens), or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, in each case, in favor of Bank, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Tintri, Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) or permit any Collateral not to be subject to the first priority security interest granted hereinherein (except for Permitted Priority Liens), or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of Purchaser Agent, for the benefit of the Secured Parties) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Issuer, or any Subsidiary of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual PropertyCollateral, except for Permitted Negative Pledges and as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Sources: Note Purchase Agreement (ClearPoint Neuro, Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, except for Permitted Liens, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentLender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual PropertyProperty in favor of Lender, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Lightning eMotors, Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of Agent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from collaterally assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering Lien upon any of Borrower’s 's or any Subsidiary’s 's property (including, without limitation, Intellectual Property), all of the foregoing except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Furiex Pharmaceuticals, Inc.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) or permit any Collateral not to be subject to the first priority security interest granted hereinherein or the charges granted under the Debentures, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or charge in, over or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof of this Agreement and the definition of “Permitted Liens” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Wix.com Ltd.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of the Financed Equipment, the Collateral, or its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of AgentBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Sources: Loan and Security Agreement (Motive Inc)