FIRST RANKING PLEDGE Sample Clauses

A First Ranking Pledge is a legal provision that grants a lender the highest priority security interest over specific assets of a borrower. In practice, this means that if the borrower defaults, the lender with the first ranking pledge has the first claim to the pledged assets before any other creditors. For example, in a loan agreement, the lender may require a first ranking pledge over the borrower's inventory or receivables. The core function of this clause is to protect the lender by ensuring they have the strongest possible claim to certain assets, thereby reducing their risk in the event of the borrower's insolvency.
POPULAR SAMPLE Copied 86 times
FIRST RANKING PLEDGE. 2.1 As security for the due performance, payment and discharge in full of the Secured Obligations, the Pledgor hereby irrevocably grants to the benefit of the Beneficiary, which has accepted it, a first ranking pledge (nantissement de premier rang) over the Credit Balance in accordance with Article 2360 of the French Civil Code (Code civil)) and Article L. 521-I and sequitur of the French Commercial Code (Code de commerce) (hereinafter the “Accounts Pledge”). 2.2 Any right of the Pledgor on the amount credited on any of the Pledged Accounts shall immediately become part of the Accounts Pledge. 2.3 In case of enforcement of the Pledge Agreement, the Pledgor agrees that the Beneficiary will enforce the Pledge as security for the Secured Obligations, pursuant to the terms of this Pledge Agreement and shall have no recourse over the assets of the Pledgor other than the Credit Balance, in accordance with the provisions of article 2334 of the French Civil Code (Code civil). 2.4 This Pledge Agreement shall be notified upon signature by the Beneficiary to the Accounts Holder(s) solely for perfection purposes as provided in Article 2362 of the French Civil code (Code civil), but without triggering any obligation for the Accounts Holder to pay off in the hands of the Beneficiary until the issuance of a Blocking Notice, by way of exception to the provisions of Article 2363 of the French Civil code (Code civil). 2.5 The security interest constituted by virtue of the Pledge Agreement will not be considered extinguished and will not be affected by the punctual instalments made for payment and/or partial reimbursement of the Secured Obligations. 2.6 The Pledgor irrevocably and definitively waives, by the execution of this Pledge Agreement, its right to require from the Beneficiary to perform or exercise any other right or security interest towards any other person, before exercising its rights under the Pledge Agreement and any right to require the Beneficiary to exercise its rights in a specific order.
View SourceView Similar (5)
FIRST RANKING PLEDGE. The execution of this Agreement and its registration with the Registration Authority will establish in favor of the Pledgeholder a first ranking pledge over the Pledged Property. For the avoidance of doubt, the priority ranking contemplated by this Section 7.01 shall also apply to the Amendment Agreement, any other amendment agreement entered into pursuant to Section 14.02 (Entire Agreement; Amendment and Waiver) and any Additional Pledge Agreement.
View SourceView Similar (3)
FIRST RANKING PLEDGE. (a) As security for the due performance, payment and discharge in full of the Secured Obligations, the Pledgor hereby irrevocably grants to the benefit of the Beneficiary the Pledged IP Rights, in accordance with article 2355 of the French Civil Code and with articles L. 521-1 et seq. of the French Commercial Code. (b) In case of enforcement of the Pledge Agreement, the Pledgor agrees that the Beneficiary will enforce the Pledge as security for the Secured Obligations, pursuant to the terms of this Pledge Agreement and shall have no recourse over the assets of the Pledgor other that the Pledged Claims, in accordance with the provisions of article 2334 of the French Civil Code. (c) The Pledgor undertakes: (i) to disclose to the Beneficiary the existence and/or creation of any Future Pledged IP Rights once they become subject to a deposit filed with any Intellectual Property Office or public notary, bailiffs or Agence de Protection des Programmes (A.P.P.), as set forth in Section 4.1 of this Pledge Agreement; (ii) to execute any Confirmation of Pledge of New IP Rights relating to any Future Pledged IP Rights which shall be included in the scope of the Pledge after the date hereof in accordance with paragraph (a) above, as soon as practicable upon the date upon which the Pledgor files such Future Pledged IP Rights; and (iii) to carry out any formalities relating to the Pledge with respect to such Pledged IP Rights and Future Pledged IP Rights in accordance with Article 8 (Perfection).
View SourceView Similar (2)
FIRST RANKING PLEDGE. The Pledgor shall within ten (10) days after the registration of the Pledge with the Registration Authority and/or with any other Authority deliver to the Pledgeholder and permit the Pledgeholder during the Security Period to retain, at the expense and risk of the Pledgor, at any office of the Pledgeholder or with any correspondents or other agents of the Pledgeholder, whether in the United Kingdom, Kazakhstan, or elsewhere, the originals of all related certificates, documents and filings, including this Agreement bearing the registration m▇▇▇ and the certificate of registration of a movable property pledge, confirming such registration.
View SourceView Similar (2)
FIRST RANKING PLEDGE. To the extent that there is no other legal basis for the creation of the Pledge, Pan Fish and the Pledgors hereby agree with the Pledgee to create in favour of the Pledgee, as security for the payment of the Secured Liabilities, the Pledge.
View Source
FIRST RANKING PLEDGE. The Parties to this Agreement hereby acknowledge that upon registration of the Pledge with the relevant registration authority of the Republic of Kazakhstan (the "Registration Authority"), the Pledge shall become a first ranking pledge over the Pledged Assets and shall give first ranking priority to the claims of the Pledgeholder over the claims of any other person or entity in respect of the Pledged Assets, other than claims which are preferred by operation of law over the claim of the Pledgeholder. For the avoidance of doubt, the priority ranking contemplated by this Section 3.04 shall also apply to any Amendment Agreement entered into pursuant to Section 6.08 (Replacement of the Bank Accounts) or Section 12.02 (Entire Agreement; Amendment and Waiver).
View Source
FIRST RANKING PLEDGE. The Pledgor and the Pledgeholder hereby acknowledge that upon the registration of the Pledge with the relevant registration authority of the Republic of Kazakhstan (the "Registration Authority"), the Pledge shall become a first ranking pledge over the Pledged Property and shall give the first ranking priority to the claims of the Pledgeholder over the claims of any other person or entity in respect of the Pledged Property, other than claims which are preferred by operation of law over the claim of the Pledgeholder. For the avoidance of doubt, the priority ranking contemplated by this Section 3.04 shall also apply to the Amendment Agreement (as defined below), any other amendment agreement entered into pursuant to Section 14.02 (Entire Agreement; Amendment and Waiver) and any Additional Pledge Agreement (as defined below).
View Source
FIRST RANKING PLEDGE. The Parties to this Agreement hereby acknowledge that upon registration of the Pledge with (i) the relevant registration authority of the Republic of Kazakhstan, and (ii) the relevant registration authority of the British Virgin Islands (each a "Registration Authority"), the Pledge shall become a first ranking pledge over the Pledged Assets and shall give first ranking priority to the claims of the Pledgeholder over the claims of any other person or entity in respect of the Pledged Assets, other than claims which are preferred by operation of law over the claim of the Pledgeholder. For the avoidance of doubt, the priority ranking contemplated by this Section 3.04 shall also apply to any Amendment Agreement entered into pursuant to Section 6.08 (Replacement of the Bank Account) or Section 12.02 (Entire Agreement; Amendment and Waiver).
View Source

Related to FIRST RANKING PLEDGE

  • Equity Pledge 2.1. As collateral security for the timely and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During the term of this Agreement, the Pledgee shall not be liable in any way for impairment in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in value. 2.5. Upon the occurrence of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Article 4 hereof. 2.6. Without the prior written consent of the Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

  • Stock Pledge Agreement The term "Stock Pledge Agreement" shall have the meaning set forth in Section 6.3(xiii).

  • Continuing Security Interest; Transfer of Notes This Security Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, (b) be binding upon the Grantor, its successors, transferees and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each other Secured Party. Without limiting the generality of the foregoing clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension held by it to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the Grantor. Upon any such termination, the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such release.

  • Negative Pledge Clauses The Company will not, and will not permit any Restricted Subsidiary to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, other than (a) restrictions and conditions in this Agreement, the other Loan Documents, any Indebtedness permitted by Section 6.18(i) or (iv), any documentation governing the Senior Notes, any credit agreements, indentures or similar agreements governing Indebtedness permitted to be incurred or outstanding pursuant to Section 6.18 to the extent such agreements contain applicable Lien restrictions, in the good faith determination of the Company, not materially less favorable to the Lenders than those contained in customary documentation governing similar Indebtedness in the market at the time of such incurrence, and any Permitted Refinancing Indebtedness in respect thereof, (b) customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.14 pending the consummation of such Dispositions, (c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon, (d) customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien), (e) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, (f) restrictions and conditions binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Execution Date or assets owned by any Restricted Subsidiary on the Execution Date), so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired, (g) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (h) any instrument governing Indebtedness assumed in connection with the Acquisition (to the extent permitted to survive the Acquisition pursuant to the Acquisition Documentation), (i) with respect to bank deposit accounts, cash sweep arrangements, cash management services or cash pooling arrangements, conditions that require consent of the bank before any lien or pledge arrangement securing obligations and liabilities of the Company or any Restricted Subsidiary are enacted (with each of the foregoing being within the general parameters customary in the banking industry or arising pursuant to the applicable banking institution’s general terms and conditions) or (j) restrictions in respect of assets that, taken as a whole, are immaterial, provided that in good faith judgment of the Company, such conditions would not have a material adverse effect on the ability of any Borrower to satisfy its Obligations hereunder.

  • Pledge and Security Agreement The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Security Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Security Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.