Perfection Supplements Further Assurances. (a) All certificates or instruments representing or evidencing the Collateral, to the extent not previously delivered to NVPR, shall immediately upon receipt thereof by the Company be delivered to and held by or on behalf of NVPR pursuant hereto, and all certificated Pledged Instruments shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to NVPR. (b) If any of the Pledged Instruments are at any time not evidenced by certificates or writings, then the Company shall, to the extent permitted or required by applicable law to perfect, continue and maintain a legal valid, enforceable, first priority security interest in the Pledged Instruments, record such pledge on the register or the books of the issuer, cause the issuer to execute and deliver to NVPR an acknowledgment, in form and substance reasonably acceptable to NVPR of the pledge of such Pledged Instruments, execute any customary pledge forms or other documents, in form and substance reasonably acceptable to NVPR necessary or appropriate to complete the pledge, and give NVPR the right to transfer such Pledged Instruments under the terms hereof. (c) The Company agrees that at any time and from time to time, it will execute and, the cost and expense of which will be shared equally by the Company and NVPR, file and refile, or permit NVPR to file and refile, such financing statements, continuation statements and other documents (including, without limitation, this Agreement), in form and substance reasonably acceptable to NVPR, in such offices as NVPR may reasonably deem necessary or appropriate in order to perfect, continue and maintain a valid, enforceable, first priority lien in the Collateral and to preserve the other rights and interests granted to NVPR hereunder with respect to the Collateral. The Company authorizes NVPR to file any such financing or continuation statement or other document without the signature of the Company where permitted by law. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (d) The Company agrees to do such further acts and things, and to execute and deliver to NVPR such additional assignments, agreements, supplements, powers and instruments, as NVPR may reasonably deem necessary or appropriate in order to perfect, preserve and protect the security interest in the Collateral as provided herein and the rights and interests granted to NVPR hereunder, to carry into effect the purposes of this Agreement or better to assure and confirm unto NVPR or permit NVPR to exercise and enforce its respective rights, powers and remedies hereunder with respect to the Collateral.
Appears in 2 contracts
Sources: Security Agreement, Pledge and Assignment (GSRX Industries Inc.), Security Agreement
Perfection Supplements Further Assurances. (a) All certificates or instruments representing or evidencing the Collateral, to the extent not previously delivered to NVPR, shall immediately upon receipt thereof by the Company be delivered to and held by or on behalf of NVPR pursuant hereto, and all certificated Pledged Instruments shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to NVPR.
(b) If any of the Pledged Instruments are at any time not evidenced by certificates or writings, then the Company shall, to the extent permitted or required by applicable law to perfect, continue and maintain a legal valid, enforceable, first priority security interest in the Pledged Instruments, record such pledge on the register or the books of the issuer, cause the issuer to execute and deliver to NVPR an acknowledgment, in form and substance reasonably acceptable to NVPR of the pledge of such Pledged Instruments, execute any customary pledge forms or other documents, in form and substance reasonably acceptable to NVPR necessary or appropriate to complete the pledge, and give NVPR the right to transfer such Pledged Instruments under the terms hereof.
(c) The Company agrees that at any time and from time to time, it will execute and, the cost and expense of which will be shared equally by the Company and NVPRGSRX, file and refile, or permit NVPR GSRX to file and refile, such financing statements, continuation statements and other documents (including, without limitation, this Agreement), in form and substance reasonably acceptable to NVPRGSRX, in such offices as NVPR GSRX may reasonably deem necessary or appropriate in order to perfect, continue and maintain a valid, enforceable, first priority lien in the Collateral and to preserve the other rights and interests granted to NVPR GSRX hereunder with respect to the Collateral. The Company authorizes NVPR GSRX to file any such financing or continuation statement or other document without the signature of the Company where permitted by law, and will provide to Company a copy of all such documents within five business days of filing. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.
(db) The Company agrees to do such further acts and things, and to execute and deliver to NVPR GSRX such additional assignments, agreements, supplements, powers and instruments, as NVPR GSRX may reasonably deem necessary or appropriate in order to perfect, preserve and protect the security interest in the Collateral as provided herein and the rights and interests granted to NVPR GSRX hereunder, to carry into effect the purposes of this Agreement or better to assure and confirm unto NVPR GSRX or permit NVPR GSRX to exercise and enforce its respective rights, powers and remedies hereunder with respect to the Collateral.
(c) Time is of the essence in this Agreement. Unless, and until there has been a breach of the payment obligations of the Company under the Revenue Sharing Agreement, Company may have possession of the Collateral and use the same in any lawful manner not inconsistent with this Agreement. Upon the occurrence of a breach of the payment obligations of the Company under the Revenue Sharing Agreement, GSRX may at its option (a) declare all of the outstanding payment obligations of Company to it to be immediately due and payable and shall then have all rights and remedies of a secured party under the Uniform Commercial Code and other applicable law, including without limitation, the right to take possession of an amount of Collateral (based on the actual purchase wholesale price paid by the Company) that represents the actual then current outstanding payment obligation of the Company under the Revenue Sharing Agreement, and for that purpose GSRX may enter upon any premises on which the Collateral or any records relating thereto may be situated and take possession thereof and remove the same therefrom; and (b) exercise any or all other rights and remedies available to GSRX at law or at equity. GSRX may require Company to make the Collateral and all records relating thereto available to GSRX at a place designated by GSRX which is reasonably convenient to both parties. To the extent GSRX is acting in accordance with the terms and conditions contained herein, Company hereby expressly waives any action or right of action of any kind whatsoever against GSRX because of the removal, possession or retention of the Collateral by GSRX or any entity or person designed by GSRX to act on behalf of GSRX. Company expressly authorizes GSRX to enter the premises and properties of Company, without force, to assemble, or take possession of the Collateral or any records or documents related thereto. GSRX may also, without prior notice or hearing, which notice or hearing is hereby expressly waived, sell the Collateral and credit the proceeds of such sale against the amount of the unpaid obligations under the Revenue Sharing Agreement, after deducting from said proceeds the actual proven costs and expenses of collecting the same (including reasonable attorneys’ fees). In case of any deficiency, Company shall remain responsible for the payment of same together with statutory interest as may be allowed by law.
Appears in 1 contract
Sources: Security and Pledge Agreement (GSRX Industries Inc.)