No Disposition of Collateral. The Borrower will not in any way hypothecate or create or permit to exist any lien, security interest, charge, or encumbrance on or other interest in any of the Collateral, except for the lien and security interest granted hereby and Permitted Liens which are junior to the lien and security interest of the Lender, and the Borrower will not sell, transfer, assign, pledge, collaterally assign, exchange, or otherwise dispose of any of the Collateral. Notwithstanding the foregoing, Borrower may dispose of items of (i) inventory in the ordinary course of business consistent with past practice and (ii) Collateral in the ordinary course of business consistent with past practice, so long as such dispositions do not exceed $50,000 in the aggregate in any twelve month period. In the event the Collateral, or any part thereof, is sold, transferred, assigned, exchanged, or otherwise disposed of in violation of these provisions, the security interest of the Lender shall continue in such Collateral or part thereof notwithstanding such sale, transfer, assignment, exchange, or other disposition, and the Borrower will hold the proceeds thereof in a separate account for the benefit of the Lender. Following such a sale, the Borrower will transfer such proceeds to the Lender in kind.
Appears in 1 contract
Sources: Equipment Loan and Security Agreement (Accumed International Inc)
No Disposition of Collateral. The Borrower will shall not in any way hypothecate or create or permit to exist any lien, security interest, charge, or encumbrance on or other interest in any of the Collateral, except for the lien and security interest granted hereby and Permitted Liens which are junior to the lien and security interest of the Lender, and the Borrower will shall not sell, transfer, assign, pledge, collaterally assign, exchange, or otherwise dispose of any of the Collateral. Notwithstanding , except that (a) provided no Default or Event of Default has occurred or is continuing, (b) Lender maintains its first priority perfected security interest in the foregoingCollateral and (c) such affiliate is obligated to Lender for the Obligations, Borrower may dispose of items of (i) inventory in the ordinary course of business consistent with past practice and (ii) transfer its Collateral in the ordinary course of business consistent with past practice, so long as such dispositions do not exceed $50,000 in the aggregate in any twelve month periodto its wholly owned affiliates. In the event the Collateral, or any part thereof, is sold, transferred, assigned, exchanged, or otherwise disposed of in violation of these provisions, the security interest of the Lender shall continue in such Collateral or part thereof notwithstanding such sale, transfer, assignment, exchange, or other disposition, and the Borrower will shall hold the proceeds thereof in a separate account for the benefit of the Lender. Following such a sale, the Borrower will shall transfer such proceeds to the Lender in kind.
Appears in 1 contract
No Disposition of Collateral. The Borrower will not in any way hypothecate or create or permit to exist any lien, security interest, charge, or encumbrance Lien on or other interest in any of the Collateral, except for the lien Lien and security interest granted hereby and Permitted Liens which are junior to the lien and security interest of the LenderLiens, and the Borrower will not sell, transfer, assign, pledge, collaterally assign, exchange, or otherwise dispose of any of the Collateral. Notwithstanding the foregoing, Borrower may dispose of items of Collateral other than (i) sales of inventory in the ordinary course of business consistent with past practice and the Borrower's business, (ii) Collateral non-exclusive licenses and similar arrangements for the use of the property of the Borrower or its subsidiaries in the ordinary course of business consistent with past practicebusiness, so long as such dispositions do not exceed $50,000 in the aggregate in any twelve month periodor (iii) used, worn-out or obsolete equipment. In the event the Collateral, or any part thereof, is sold, transferred, assigned, exchanged, or otherwise disposed of in violation of these provisions, the security interest of the Lender shall continue in such Collateral or part thereof notwithstanding such sale, transfer, assignment, exchange, or other disposition, and the Borrower will hold the proceeds thereof in a separate account for the benefit of the Lender. Following such a sale, the Borrower will transfer such proceeds to the Lender in kind.
Appears in 1 contract
Sources: Loan and Security Agreement (Aviron)