Common use of Perfection and Priority of Liens Clause in Contracts

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where any Collateral is located 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) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (iii) searches of ownership of, and Liens on, intellectual property of each Loan Party in the appropriate governmental offices; and (iv) 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

Perfection and Priority of Liens. Receipt by the Administrative Agent Purchasers of the following, subject to Section 7.20: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Note Party and each jurisdiction where any Collateral is located 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 LiensLiens or Liens for which adequate arrangements have been made for the release thereof; (ii) all certificates evidencing any certificated Capital Stock pledged UCC financing statements for each appropriate jurisdiction as is necessary, in the Required Purchasers’ sole discretion, to perfect the Administrative Agent pursuant to Agent’s security interest in the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)Collateral; (iii) searches of ownership of, and Liens on, intellectual property of the Intellectual Property owned by each Loan Note Party in the appropriate governmental offices; andoffices (including the United States Patent and Trademark Office and United States Copyright Office); (iv) duly executed notices of grant of security interest in the form required by the IP Security Agreement Agreements as are necessary, in the Administrative Agent’s sole Required Purchasers’ reasonable discretion, to perfect the Administrative Agent’s security interest in the intellectual property Intellectual Property of the Loan Note Parties; (v) all certificates evidencing any certificated Equity Interests pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank and undated stock powers attached thereto; and (vi) perfection actions, including, without limitation, searches, certifications, notices and any other items required pursuant to or reasonably requested in connection with the Collateral Documents to be executed on the Closing Date.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where any Collateral is located 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 LiensLiens (or Liens to be terminated on the Closing Date in connection with the transactions contemplated hereby); (ii) Uniform Commercial Code 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) subject to Section 7.22, all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank and undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)thereto; (iiiiv) searches of ownership of, and Liens on, intellectual property the Intellectual Property of each Loan Party in the appropriate governmental offices; and (ivv) 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 Intellectual Property of the Loan Parties. (vi) subject to Section 7.22, duly executed Account Control Agreements.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following:: ​ (i) searches of Uniform Commercial Code filings or equivalent foreign filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where any Collateral is located 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 LiensLiens (or Liens to be terminated on the Closing Date in connection with the transactions contemplated hereby); (ii) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) subject to Section 7.21, all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank and undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)thereto; (iiiiv) searches of ownership of, and Liens ▇▇▇▇▇ on, intellectual property the Intellectual Property of each Loan Party in the appropriate governmental offices; and (ivv) 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 Intellectual Property of the Loan Parties.

Perfection and Priority of Liens. Receipt by the Administrative Agent Purchasers of the following, subject to Section 7.20: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Note Party and each jurisdiction where any Collateral is located 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 LiensLiens or Liens for which adequate arrangements have been made for the release thereof; (ii) all certificates evidencing any certificated Capital Stock pledged UCC financing statements for each appropriate jurisdiction as is necessary, in the Required Purchasers’ sole discretion, to perfect the Administrative Agent pursuant to Agent’s security interest in the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)Collateral; (iii) searches of ownership of, and Liens on, intellectual property of the Intellectual Property owned by each Loan Note Party in the appropriate governmental offices; andoffices (including the United States Patent and Trademark Office and United States Copyright Office); (iv) duly executed notices of grant of security interest in the form required by the IP Security Agreement Agreements as are necessary, in the Administrative Agent’s sole Required Purchasers’ reasonable discretion, to perfect the Administrative Agent’s security interest in the intellectual property Intellectual Property of the Loan Note Parties; (v) all certificates evidencing any certificated Equity Interests pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank and undated stock powers attached thereto; and (vi) perfection actions, including, without limitation, searches, certifications, notices and any other items required pursuant to or reasonably requested in connection with the Collateral Documents to be executed on the Closing Date. ​ ​ ​

Perfection and Priority of Liens. Receipt by the Administrative Agent Purchasers of the following, subject to Section 7.20: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Note Party and each jurisdiction where any Collateral is located 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 LiensLiens or Liens for which adequate arrangements have been made for the release thereof; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Required Purchasers’ sole discretion, to perfect the Agent’s security interest in the Collateral; (iii) searches of ownership of, and ▇▇▇▇▇ on, the Intellectual Property owned by each Note Party in the appropriate governmental offices (including the United States Patent and Trademark Office and United States Copyright Office); (iv) duly executed IP Security Agreements as are necessary, in the Required Purchasers’ reasonable discretion, to perfect the Agent’s security interest in the Intellectual Property of the Note Parties; (v) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank and undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (iii) searches of ownership of, and Liens on, intellectual property of each Loan Party in the appropriate governmental officesthereto; and (ivvi) duly perfection actions, including, without limitation, searches, certifications, notices and any other items required pursuant to or reasonably requested in connection with the Collateral Documents to be executed notices of grant of security interest in on 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 PartiesClosing Date.