Order and Priority Clause Samples

Order and Priority. The provisions of this Agreement shall be interpreted, whenever reasonable, to be consistent with each other and so that all provisions remain in full force and effect. Whenever such interpretation is not reasonable, and there is a conflict or inconsistency between the various parts of this Agreement, the parts of this Agreement shall control and govern in the following order and priority: (a) the applicable Service Order; (b) these General Terms, (c) the applicable Product Specific Terms, if any; and (d) the DPA.
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Order and Priority. Notwithstanding any other ------------------ provision of this Agreement (other than Section 4.02(b)), the Liquidity Agent and the Liquidity Lenders agree that the Obligations of ▇▇▇▇▇ to the Liquidity Agent and the Liquidity Lenders hereunder shall be payable in the order and priority set forth in Sections 2.01 and 5.02(b), as applicable, of the Collateral Agreement. The Liquidity Agent and the Liquidity Lenders agree that, during any period prior to the 18-month anniversary of the Amortization Commencement Date that Commercial Paper Notes shall be outstanding (any such period, the "Specified Period"), the Obligations of ▇▇▇▇▇ shall be due and ---------------- payable only to the extent that ▇▇▇▇▇'▇ assets are sufficient to pay the same. If, during any such Specified Period, the Liquidity Lenders shall exercise their rights, pursuant to Section 9.02(d), to accelerate the Obligations, such acceleration shall have the limited effect of (i) causing the interest rates contemplated in Section 4.02(b) to become effective with respect to the outstanding Obligations and (ii) allowing the Liquidity Lenders, in any determination of the Liquidity Lenders' allocative share of any disbursement to be made to Secured Parties under the Collateral Agreement or otherwise among creditors of ▇▇▇▇▇, to treat all of the Obligations as then being due and payable. No claims of the Liquidity Lenders arising under or in connection with this Agreement are intended to be impaired or waived by this Section 5.10.
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Order and Priority. Notwithstanding any other provision of this Series 1997-1 Liquidity Agreement (other than Section 4.2.2), the Series 1997-1 Liquidity Agent and the Liquidity Lenders agree that the RFC Obligations to the Series 1997-1 Liquidity Agent and the Liquidity Lenders hereunder shall be payable in the order and priority set forth in Section 2.01 and 5.02(b), as applicable, of the Series 1997-1
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Order and Priority. If there is any inconsistency between the Reference Schedule and these terms and conditions, the following order of priority prevails to the extent of the inconsistency: (a) these terms and conditions; (b) the Reference Schedule; then (c) the Service Specifications.
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Order and Priority. Notwithstanding any other provision of this Liquidity Agreement (other than Section 4.2.2.), the Liquidity Agent and the Liquidity Lenders agree that the Obligations of DTFC to the Liquidity Agent and the Liquidity Lenders hereunder shall be payable in the order and priority set forth in Section 2.01 and 5.02(b), as applicable, of the Collateral Agreement. The Liquidity Agent and the Liquidity Lenders agree that, during any period that Commercial Paper Notes shall be outstanding (any such period being a "Specified Period"), the Obligations shall be due and payable only to the extent that DTFC's Assets and the Enhancement Amount are sufficient to pay the same. If, during any Specified Period, the Liquidity Lenders shall exercise their rights, pursuant to Section 9.2(ii), to accelerate the Obligations, such acceleration shall have the limited effect of (i) causing the interest rates contemplated in Section 4.2.2 to become effective with respect to the outstanding Obligations and (ii) allowing the Liquidity Lenders, in any determination of the Liquidity Lenders' allocative share of any disbursement to be made to Secured Parties under the Collateral Agreement or otherwise among creditors of DTFC, to treat all of the Obligations as then being due and payable. No claims of the Liquidity Lenders arising under or in connection with this Liquidity Agreement are intended to be impaired or waived by this Section 5.10.
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Order and Priority. Notwithstanding anything to the contrary contained in this Section 9, but subject to the last two sentences of 9.03D above, payment of Management Fees provided for hereunder shall be subject to the priority of payment on, and made in the order contemplated by, Schedule 9.03F attached hereto.
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Related to Order and Priority

  • Perfection and Priority The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings specified on Schedule 2 (which, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed form), (ii) with respect to any deposit account, the execution of a Control Agreement, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken.

  • Composition and Priority The Contractor agrees to provide commodities or contractual services to the Customer as specified in the Contract. Additionally, the terms of the Contract supersede the terms of all prior agreements between the Parties on this subject matter.

  • Title, Perfection and Priority Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit H, the Collateral Agent will have a fully perfected first priority security interest in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Liens permitted under Section 4.1(e).

  • Creation, Perfection and Priority of Liens The execution and delivery of the Collateral Documents by Loan Parties, together with (i) the actions taken to date pursuant to the Existing Credit Agreement and subsections 4.1I, 6.8 and 6.9 hereof and (ii) the delivery to Collateral Agent of any Pledged Collateral not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create or to continue in favor of Collateral Agent for the benefit of Beneficiaries, as security for the respective Secured Obligations, a valid First Priority Lien on all of the Collateral (except as indicated in the applicable Collateral Document), and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and PTO filings delivered to Collateral Agent on the Effective Date for filing (but not yet filed), the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the amendments or modifications to the Mortgages described in subsection 6.9(D) or permitted alternatives thereto.

  • Perfection and Priority of Liens Receipt by the Administrative Agent of the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreements, together with duly executed in blank and undated stock powers (or equivalent documents in any applicable jurisdiction) and other customary deliverables in connection with security over Equity Interests attached thereto; (iv) evidence (in a form and substance satisfactory to the Administrative Agent) that no restrictions on the transfer of any shares which are charged pursuant to the Pledge Agreements exist in the Organization Documents of the issuer of such shares save as otherwise agreed by the Administrative Agent; (v) searches of ownership of, and Liens on, the Intellectual Property of each Loan Party in the appropriate governmental offices; (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Parties; (vii) subject to Section 7.21, in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent; (viii) such Deposit Account Control Agreements as shall be necessary to cause the Loan Parties to be in compliance with Section 7.16; and (ix) a duly executed promissory note with respect to the obligations under the Intercompany Irish Credit Facility, together with a duly executed in blank allonge.