Material Collateral Sample Clauses

The Material Collateral clause defines what assets or property are considered significant enough to serve as security for an obligation under an agreement. Typically, this clause outlines the types of collateral that qualify as "material," such as real estate, major equipment, or substantial financial assets, and may set thresholds for value or importance. Its core practical function is to ensure that only assets of sufficient value are pledged, thereby protecting the interests of the secured party and clarifying which collateral is subject to the agreement's terms.
Material Collateral. Such Pledgor does not own, or have any other right or interest in, any asset or property included in the Collateral that cannot be perfected in the manner described in Section 4.3 (collectively, “Non-Perfected Assets”), except for Non-Perfected Assets which together with the Non-Perfected Assets of all other Pledgors in the aggregate are not material to the Borrower and its subsidiaries taken as a whole.
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Material Collateral. Notwithstanding anything to the contrary set forth in this Indenture, (a) in no event shall any Lien be placed on the Material Collateral, other than (i) the Liens in favor of the Collateral Agent as set forth in the Note Documents, or (ii) Permitted Liens, and (b) in the event the Company or any of its Subsidiaries (i) engages in any Asset Sale, Investment or Restricted Payment, in each case, of any interest in any of the Material Collateral to a Person that is not the Company or a Guarantor, (ii) exclusively or coexclusively licenses any Material Collateral to a Person that is not the Company or a Guarantor or (iii) engages in Asset Sales in an aggregate amount in excess of $5,000,000 after the Issue Date (the date such threshold is satisfied, the “Threshold Date”), then in the case of this clause (b) (x) no Default or Event of Default shall be continuing at the time of such transaction and no Default or Event of Default shall result therefrom, (y) at least 75% of the consideration received in connection with any such transaction shall be in the form of cash and Cash Equivalents and shall be for Fair Market Value and (z) the Company shall within five (5) Business Days thereafter make an offer (each, an “Transaction Offer”) to all Holders of Notes in an amount equal to 100% of the Net Proceeds of such transaction (the “Offer Amount”); provided, that, with respect to any event described in clause (b)(iii) of this Section 3.09, a Transaction Offer shall only be required to be made each time the total amount of all Asset Sales following the Threshold Date result in Net Proceeds in excess of $2,500,000 in the aggregate and provided further, that if the Company or any of its Subsidiaries invest (or commit to invest) the Net Proceeds from such event (or a portion thereof) within twelve (12) months after receipt of such Net Proceeds in assets used or useful in the business of the Company and its Subsidiaries (or, if such Asset Sale is made by a Guarantor, any new assets used or useful in the business of the Company that are acquired from the Net Proceeds of such Asset Sale are held by a Guarantor), then no Transaction Offer or any prepayment of the Notes in connection thereto by the Company shall be required pursuant to this paragraph with respect to the Net Proceeds so reinvested. The offer price in any Transaction Offer (if required) will be equal to 100% of the Accreted Principal Amount purchased, prepaid or redeemed, plus accrued and unpaid interest on such ...
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Material Collateral. The Issuer does not own, or have any other right or interest in, any asset or property included in the Collateral that cannot be perfected in the manner described in this Agreement (collectively, “Non-Perfected Assets”), except for Non-Perfected Assets which in the aggregate are not material to the Issuer and its Subsidiaries taken as a whole.
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Material Collateral. Material security is an absolute (absolute) right to a certain object that is the object of collateral for a debt, which at one time can be cashed for the repayment of debtor's debt if the debtor breaks his promise. By having various advantages, namely the characteristics it has, including absolute nature in which everyone must respect this right, having a droit de preference, droit de suite, as well as the principles contained therein, such as the principle of speciality and publicity which has given the position and privileges for the right holder / creditor, so that in practice the creditor is preferable to individual collaterals.15 13 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, Jaminan Kebendaan ▇▇▇ ▇▇▇▇▇▇▇ Perorangan Sebagai Upaya Perlindungan Hukum Bagi Pemilik Piutang, Jurnal Sosial Humaniora, Volume 8 Number 01, Juni 2015. page. 120-121 14 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Salmidjas Salam, Aspek Hukum Hak Jaminan Perorangan ▇▇▇ Kebendaan, Jakarta, 2000, page. 210 15 Ibid. page. 214 As for the collateral law, there are five important principles known, namely:16 a. The principle of publicity, namely the principle that all rights, both liability rights, fiduciary rights, and mortgage rights must be registered. This registration is intended so that the third party can find out that the collateral object is being imposed with collateral. Registration of mortgage rights at the registration office at the Regency / City National Land Agency office, fiduciary registration is carried out at the fiduciary registration office at the Ministry of Justice and Human Rights office, while marine mortgage registration is carried out in front of registrant officials and registrar of name, namely harbormaster. b. The principle of specialty, namely that mortgage rights, fiduciary rights and mortgages can only be charged on parcels or on goods that have been registered under the name of a certain person.
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Material Collateral. Notwithstanding anything to the contrary set forth in this Indenture (including, without limitation, in Section 4.11), in the event the Company or any Subsidiary (a) sells or transfers its entire interest in any of the Material Collateral to a Person that is not the Company or a Guarantor, (b) (i) exclusively or co-exclusively licenses any Material Collateral, or engages in any licensing of any of the Material Collateral for the development or sale of pharmaceutical products to third parties, to a Person that is not the Company or a Guarantor, and (ii) the license grant of which covers inhaled levodopa within the United States or (c) sells or transfers any interest in any Guarantor, then in each case of clauses (a) through (c) 100% of the cash proceeds of such sale, transfer or license shall constitute Subject Excess Proceeds and each such sale, transfer or license shall comply with Section 4.11(a) as if such transaction was an Asset Sale.
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Material Collateral. Such Borrower does not own, or have any other right or interest in, any Property included in the Collateral that cannot be perfected in the manner described in Section 5.3 (collectively, the “Non-Perfected Assets”), except for Non-Perfected Assets which together with the Non-Perfected Assets of all other Borrowers in the aggregate are not material to the Company and its Subsidiaries taken as a whole
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Material Collateral. (i) Security interests purported to be created by or under the Security Documents in (w) the Accounts or Common Stock of the Borrower, or Subordinated Debt (x) the Borrower's rights under the Identified Material Project Agreements, (y) the Core Mining Concessions or (z) other material Project Property with respect to which a security interest is contemplated to be created in the MSA shall fail or cease to be (and, except in the case of Project Property covered by subclause (w), so remain for at least 45 days after written notice from the Administrative Agent acting upon instructions from the Majority Facility Lenders) validly perfected first priority security interests and valid assignments of rights, as applicable, in favor of the Senior Lenders (other than to the extent noted in legal opinions of counsel to the Borrower delivered on or prior to the Closing Date in satisfaction of Section 5.01(g)). (ii) A Person other than the Offshore Collateral Agent, the Onshore Collateral Agent or a Senior Lender shall have attached, (a) Collateral consisting of tangible Project Property having a book value equal to or greater than 5% of the total book value of all tangible Project Property (as shown on the balance sheets of the Borrower as of the immediately preceding month-end) or (b) all or any material part of the other Collateral, and in either such case, any attachment of or any judgment Lien against any of such Collateral (x) shall remain unlifted, unstayed or undischarged for a period of 180 days or (y) shall be upheld in a final nonappealable judgment by a court of competent jurisdiction.
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Related to Material Collateral

  • Additional Collateral (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

  • TITLE TO COLLATERAL; PERMITTED LIENS Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify, so as to ensure that Silicon's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

  • Additional Collateral and Guaranties To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion: (a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent; (b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be; (c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent; (d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and (e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

  • CREDIT AND COLLATERAL REQUIREMENTS The applicable credit and collateral requirements are specified on the Cover Sheet.

  • Possessory Collateral Immediately upon Borrower's receipt of any portion of the Collateral evidenced by an agreement, Instrument or Document, including, without limitation, any Tangible Chattel Paper and any Investment Property consisting of certificated securities, Borrower shall deliver the original thereof to Lender together with an appropriate endorsement or other specific evidence of assignment thereof to Lender (in form and substance acceptable to Lender). If an endorsement or assignment of any such items shall not be made for any reason, Lender is hereby irrevocably authorized, as Borrower's attorney and agent-in-fact, to endorse or assign the same on Borrower's behalf.