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 Domestic Loan Party, and each other jurisdiction deemed appropriate by the Administrative Agent and 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 Domestic Loan Party in the appropriate governmental offices; (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 Domestic Loan Parties; and (v) 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 of the Domestic Loan Parties.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following: (i) appropriate lien searches of Uniform Commercial Code filings in the jurisdiction of formation of with respect to each Domestic Loan Credit Party, and each other jurisdiction deemed appropriate by the Administrative Agent and copies of the financing statements on file in such jurisdictions search results and evidence that no Liens exist other than Permitted Liens; (ii) searches of ownership of, and Liens on, intellectual property of each Credit Party in the appropriate governmental offices; (iii) UCC financing statements for each jurisdiction as is necessary or appropriate, in the Administrative Agent’s reasonable discretion, to perfect the security interests in the Collateral; (iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent or the Security Trustee pursuant to the Domestic Pledge AgreementAgreement or any Foreign Pledge Agreement required to be delivered on the Initial Funding Date, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, unless such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law Law of the jurisdiction of incorporation of such Person); (iiiv) searches with respect to the Foreign Borrower, a certified copy of ownership of, the register of shareholders for such Person (A) evidencing that the Security Trustee has been registered as holder of the issued share capital of such Person as required under Section 7.13 pursuant to the applicable Foreign Pledge Agreement and Liens on, intellectual property (B) identifying the registered holders of each Domestic Loan Party in all of the appropriate governmental officesissued share capital of such Person immediately prior to such registry of the Security Trustee; (ivvi) with respect to each Foreign Security Agreement executed by the Foreign Borrower, a Form 410 duly completed and executed in respect thereof; and (vii) 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 reasonable discretion, to perfect the Administrative Agent’s security interest in the intellectual property of the Domestic Loan Parties; and (v) 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 of the Domestic Loan Credit Parties.

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 Domestic Loan Party, and each other jurisdiction deemed appropriate by Party or where a filing would need to be made in order to perfect the Administrative Agent and 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 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) domestic searches of ownership of, and Liens on, intellectual property of each Domestic Loan Party in the appropriate governmental offices; (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 of the Domestic Loan Parties; (vi) a certificate signed by a Responsible Officer of each Loan Party certifying the accuracy and completeness of a list of the Proprietary Software and Proprietary Databases which are material to the business of the Borrower and its Subsidiaries taken as a whole; and (vvii) UCC financing statements for a certificate signed by a Responsible Officer of each appropriate jurisdiction Loan Party certifying the accuracy and completeness in all material respects of an attached electronic list of all Domain Names owned by the Loan Parties as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral of the Domestic Loan PartiesClosing 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 Domestic Loan Party, and each other jurisdiction deemed appropriate by the Administrative Agent and 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 or organization of such Person); (iii) searches of ownership of, and Liens on, intellectual property of each Domestic Loan Party in the appropriate governmental offices; (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 Domestic Loan Parties; and (v) 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 of the Domestic Loan Parties.

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 Domestic Loan Party, the jurisdiction of the chief executive office of each Loan Party and each other jurisdiction deemed appropriate by where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent and 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 Domestic Loan Party in the appropriate governmental offices; (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 Domestic Loan Parties; and (v) UCC financing statements for each appropriate jurisdiction in the case of any personal property Collateral located at a premises leased by a Loan Party, such estoppel letters, consents and waivers from the landlords on such real property as is necessary, in may be required by the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral of the Domestic Loan Parties.

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 Domestic Loan Party, and each other jurisdiction deemed appropriate by the Administrative Agent and 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 or organization of such Person); (iii) searches of ownership of, and Liens on, intellectual property of each Domestic Loan Party in the appropriate governmental offices; (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 Domestic Loan Parties; and; (v) 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 of the Domestic Loan Parties; and (vi) to the extent there are any mortgages securing real property, if any such property is determined by the Administrative Agent to be in a flood zone, a flood notification form signed by the Company shall be provided to the Administrative Agent.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following: (i) searches of Uniform Commercial Code filings (or its equivalent) in the jurisdiction of formation of each Domestic such Loan Party, the jurisdiction of the chief executive office of such Loan Party and each other jurisdiction deemed appropriate by where any Collateral of such Loan Party is located or where a filing would need to be made in order to perfect the Administrative Agent and 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 Liens to be immediately discharged with proceeds of this facility and Permitted Liens; (ii) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge AgreementAgreements, 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 Domestic 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 Agreements as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the trademarks, copyrights, patents, material licenses and other material intellectual property rights of the Domestic Loan Parties; and (v) 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 of the Domestic Loan Parties.