Ownership and Defense of Title Sample Clauses

Ownership and Defense of Title. (a) Except for Permitted Liens, the Borrower shall at all times be the sole owner of each and every item of Collateral and shall not create any Lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a security interest or security title in or otherwise dispose of, any of the Collateral or any interest therein, except for sales of Inventory in the ordinary course of business (including sales to Affiliates in accordance with current procedures), for cash or on open account or on terms of payment ordinarily extended to its customers, sales of Inventory with a fair market value of up to $1,000,000 in connection with any sale of the Borrower's St. Louis, Missouri branch permitted under Section 10.2, and except as otherwise expressly contemplated herein. The inclusion of "proceeds" of the Collateral under the Security Interest shall not be deemed a consent by the Lender to any other sale or other disposition of any part or all of the Collateral. (b) The Borrower shall defend its title in and to the Collateral and shall defend the Security Interest in the Collateral against the claims and demands of all Persons. (c) In addition to, and not in derogation of, the foregoing and the requirements of any of the Security Documents, the Borrower shall (i) protect and preserve all properties material to its business, including Intellectual Property and maintain all tangible property in good and workable condition in all material respects, with reasonable allowance for wear and tear, and (ii) from time to time make or cause to be made all needed and appropriate repairs, renewals, replacements and additions to such properties necessary for the conduct of its busi- ness, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

Ownership and Defense of Title. 93 Section 10.8 INSURANCE............................................................93 Section 10.9 LOCATION OF OFFICES AND COLLATERAL...................................94 Section 10.10

Ownership and Defense of Title. (1) Except for Permitted Liens, the Borrowers shall at all times be the sole owner or lessee of each and every item of Collateral and shall not create any lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a security interest or security title in or otherwise dispose of, any of the Collateral or any interest therein, except for cash or on open account or on terms of payment ordinarily extended to its customers, and except for dispositions that are otherwise expressly permitted under this Agreement. The inclusion of "proceeds" of the Collateral under the Security Interest shall not be deemed a consent by the Agent or the Lenders to any other sale or other disposition of any part or all of the Collateral. (2) Each and every Borrower shall defend its title or leasehold interest in and to, and the Security Interest in, the Collateral against the claims and demands of all Persons.

Ownership and Defense of Title. Except for Agent's Liens and Permitted Liens, Borrower shall at all times be the sole owner or lessee of each and every item of Collateral and shall not create any lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a security interest or security title in or otherwise dispose of, any of the Collateral or any interest therein, except for sales of Inventory in the ordinary course of business, for cash or on open account or on terms of payment ordinarily extended to its customers, and except for dispositions that are otherwise expressly permitted under this Security Agreement or the other Loan Documents. The inclusion of "proceeds" of the Collateral under the Security Interest shall not be deemed a consent by Agent to any other sale or other disposition of any part or all of the Collateral.

Ownership and Defense of Title. (a) Except for Permitted Liens, a Borrower shall at all times be the sole owner or lessee of each and every item of Collateral and shall not create any lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a security interest or security title in or to or otherwise dispose of, any of the Collateral or any interest therein, except for sales of Inventory in the ordinary course of business, for cash or on open account or on terms of payment ordinarily extended to its customers, sales of property that is obsolete, worn out or no longer useful in the Borrowers' businesses, and except for dispositions contemplated pursuant to SECTION 12.7 or that are otherwise expressly permitted under this Agreement. The inclusion of "proceeds" of the Collateral under the Security Interest shall not be deemed a consent by the Administrative Agent or the Lenders to any other sale or other disposition of any Collateral. 104 113 (b) Each Borrower shall defend its title or leasehold interest in and to, and the Security Interest in, the Collateral against the claims and demands of all Persons.

Ownership and Defense of Title. (a) Except for Permitted Liens, the Borrowers shall be or shall cause another Loan Party to be at all times the sole owners or lessees of each and every item of Collateral and shall not create nor permit any other Loan Party to create any lien on, or sell, lease, exchange, 76 84 assign, transfer, pledge, hypothecate, grant a security interest or security title in or otherwise dispose of, any of the Collateral or any interest therein, except for sales of Inventory in the ordinary course of business, for cash or on open account or on terms of payment ordinarily extended to its customers, and except for dispositions that are otherwise expressly permitted under this Agreement or any Subsidiary Security Agreement. (b) Each Borrower shall defend and cause each other Loan Party to defend its title or leasehold interest in and to, and the Security Interest in, the Collateral against the claims and demands of all Persons.

Ownership and Defense of Title. (a) Except for Permitted Liens, the Borrower shall at all times be the sole owner of each and every item of Collateral and shall not create any Lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a security interest or security title in or otherwise dispose of, any of the Collateral or any interest therein, except for (i) sales of Inventory in the ordinary course of business, (ii) the sale of other Inventory provided that the Inventory so disposed of pursuant to this clause (ii) in any Fiscal Year does not have a book value in excess of $500,000 in the aggregate, (iii) sales or other dispositions of Equipment in accordance with Section 8.12(b), and (iv) sales or other dispositions of Real Property in accordance with Section 8.13. The inclusion of "proceeds" of the Collateral under the Security Interest shall not be deemed a consent by the Lenders to any other sale or other disposition of any part or all of the Collateral.

Ownership and Defense of Title. (a) Except for Permitted Liens, the Borrowers shall be or shall cause another Loan Party to be at all times the sole owners or lessees of each and every item of Collateral and shall not create nor permit any other Loan Party to create any lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a security interest or security title in or otherwise dispose of, any of the Collateral or any interest therein, except for (i) sales of Inventory in the ordinary course of business, for cash or on open account or on terms of payment ordinarily extended to its customers, (ii) sales of the Real Estate described in column 3 on ANNEX D, (iii) sales of Inventory other than in the ordinary course of business and of Equipment and other capital assets (other than the Real Estate described in clause (ii) above) having an aggregate value (determined at the higher of net book value and fair market value) not to exceed $5,000,000 (or 100% of the capital stock of a Subsidiary, the value of all assets of which (determined at the higher of net book value and fair market value) does not exceed $5,000,000) in any Fiscal Year, (iv) sales during the period commencing on the Amendment No. 5 Effective Date and ending on June 30, 2004, of excess or obsolete Equipment no longer used or useful in the business of the Borrowers having an aggregate net book value not to exceed $7,000,000, (v) sales during Fiscal Year 2004 (in addition to sales of Equipment or other capital assets during Fiscal Year 2004 permitted under clauses (iii) and (iv) above) of excess or obsolete Equipment no longer used or useful in the business of the Borrowers having an aggregate value (determined at the higher of net book value and fair market value) not to exceed $1,000,000, and (v) dispositions that are otherwise expressly permitted under this Agreement, any Security Document, or any Subsidiary Security Agreement. (c) By deleting Section 8.12(g) of the Loan Agreement and by substituting the following new Section 8.12(g) in lieu thereof:

Ownership and Defense of Title. (a) Except for Permitted Liens, the Borrower shall at all times be the sole owner of each and every item of Collateral and shall not create any Lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a security interest or security title in or otherwise dispose of, any of the Collateral or any interest therein, except for sales of Inventory in the ordinary course of business, for cash or on open account or on terms of payment ordinarily extended to its customers, and except for the disposition of Equipment no longer used or deemed useful in the business of the Borrower in an amount of up to $250,000 in aggregate fair market value during any 12-month period in excess of the amount of proceeds of such dispositions applied by the Borrower to acquire replacement Equipment which, no later than the Borrower's obtaining possession thereof, will be subject to the Security Interest which shall be perfected as to such Equipment and shall be subject to no other Lien (other than Permitted Liens). The inclusion of "proceeds" of the Collateral under the Security Interest shall not be deemed a consent by the Agent or the Lenders to any other sale or other disposition of any part or all of the Collateral. (b) The Borrower shall defend its title in and to, and the Security Interest in, the Collateral against the claims and demands of all Persons.