Personal Property Requirements. The Lender shall have received: a Perfection Certificate (as defined in the Security Agreement) from each Loan Party; all certificates, agreements or instruments representing or evidencing the Security Agreement Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; UCC financing statements in appropriate form for filing under the UCC such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Lender, desirable to perfect the Liens created, or purported to be created, by the Security Documents; and certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name a Loan Party as debtor and that are filed in those state and county jurisdictions in which such Loan Party is organized or maintains its chief executive office and such other searches that the Lender deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens or any other Liens acceptable to the Lender or Liens to be discharged on or prior to the Closing Date).
Appears in 1 contract
Sources: Credit Agreement (Peak Resorts Inc)
Personal Property Requirements. The Lender Collateral Agent shall have received: a Perfection Certificate :
(as defined in the Security Agreementi) from each Loan Party; all certificates, agreements or instruments representing or evidencing the Security Agreement Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; ;
(ii) the Intercompany Note(s) executed by and among Borrower and certain of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank;
(iii) all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all other Collateral to the extent required by the Security Agreement;
(iv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the LenderCollateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; and ;
(v) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name a any Loan Party as debtor and that are filed in those state and county jurisdictions in which such any Loan Party is organized or maintains its chief executive office principal place of business and such other searches that are required by the Lender Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens or any other Liens being released in connection with the Refinancing);
(vi) evidence acceptable to the Lender Collateral Agent of payment or Liens to be discharged on or prior to arrangements for payment by the Closing Date)Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.
Appears in 1 contract
Personal Property Requirements. The Lender Collateral Agent shall have received: a Perfection Certificate :
(as defined in the Security Agreementi) from each Loan Party; all certificates, agreements or instruments certificates representing or evidencing the Security Agreement Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; ;
(ii) UCC financing statements or amendments to previously filed UCC financing statements, in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the LenderCollateral Agent, desirable to perfect or continue the perfection of the Liens created, or purported to be created, by the Security Documents; and Pledge Agreements;
(iii) certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name a any Loan Party as debtor and that are filed in those state and county jurisdictions in which such any Collateral of any Loan Party is located and the state and county jurisdictions in which any Loan Party is organized or maintains its chief executive office principal place of business and such other searches that the Lender Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents Documents; and
(other than Permitted Liens or any other Liens iv) evidence acceptable to the Lender Collateral Agent of payment or Liens to be discharged on or prior to arrangements for payment by the Closing Date)Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.
Appears in 1 contract
Sources: Credit Agreement (Adesa Inc)
Personal Property Requirements. The Lender Agent shall have received: a Perfection Certificate :
(as defined in the Security Agreementi) from each Loan Party; all certificates, agreements certificates or instruments representing or evidencing the Equity Interests required to be pledged pursuant to the Guaranty and Security Agreement Collateral Agreement, accompanied by stock powers or instruments of transfer and stock powers undated and endorsed in blank; ;
(ii) UCC financing statements in appropriate form for filing under the UCC such other documents under applicable Requirements of Law in each jurisdiction UCC, and filings with the United States Patent and Trademark Office and the United States Copyright Office as may be necessary or appropriate or, in the reasonable opinion of the LenderAgent, desirable to perfect the Liens created, or purported to be created, by the Security Collateral Documents; and and
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name a Loan any Credit Party as debtor and that are filed in those the state and county jurisdictions in which such Loan any Credit Party is organized or maintains its chief executive office principal place of business and such other searches that the Lender Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Lender or Liens to be discharged on or prior to the Closing DateAgent).
Appears in 1 contract
Personal Property Requirements. The Lender Collateral Agent shall have received: a Perfection Certificate :
(as defined in the Security Agreementi) from each Loan Party; all certificates, agreements or instruments representing or evidencing the Security Agreement Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; ;
(ii) the Intercompany Note(s) executed by and among Borrower and certain of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank;
(iii) all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all other Collateral to the extent required by the Security Agreement;
(iv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the LenderCollateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; and ;
(v) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name a any Loan Party as debtor and that are filed in those state and county jurisdictions in which such any Loan Party is organized or maintains its chief executive office principal place of business and such other searches that are required by the Lender Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens or any other Liens being released in connection with the Refinancing);
(vi) evidence acceptable to the Lender Collateral Agent of payment or Liens to be discharged on or prior to arrangements for payment by the Closing Date)Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.
Appears in 1 contract
Personal Property Requirements. The Lender Collateral Agent shall have received: a Perfection Certificate :
(as defined in the Security Agreementi) from each Loan Party; all certificates, agreements or instruments representing or evidencing the Security Agreement Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; ;
(ii) UCC financing statements (or their foreign equivalents) in appropriate form for filing under the UCC (or its foreign equivalent), and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the LenderCollateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; and ;
(iii) certified copies of UCCUCC (or their foreign equivalents), tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name a any Loan Party as debtor and that are filed in those state and county jurisdictions in which such any property of any Loan Party is located and the state and county jurisdictions in which any Loan Party is organized or maintains its chief executive office principal place of business and such other searches that the Lender Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents Pledge Agreements (other than Permitted Liens or any other Liens acceptable to the Lender or Liens to be discharged on or prior Collateral Agent); and
(iv) evidence acceptable to the Closing Date)Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.
Appears in 1 contract
Personal Property Requirements. The Lender Collateral Agent shall have received: a Perfection Certificate :
(as defined in the Security Agreementi) from each Loan Party; all certificates, agreements certificates or instruments representing or evidencing the Security Agreement Securities Collateral that constitute certificated securities or instruments, accompanied by instruments of transfer and stock powers undated and endorsed in blank; , that are required to be delivered to the Collateral Agent pursuant to Section 3.1 of the Security Agreement;
(ii) UCC financing statements in appropriate form for filing under the UCC such other documents under applicable Requirements of Law in each jurisdiction UCC, as may be necessary or appropriate or, in the opinion of the LenderCollateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; and ;
(iii) certified copies of UCC, United States Copyright Office, United States Patent and Trademark Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each as of a recent date listing all effective financing statements, lien notices or comparable documents that name a any Loan Party as debtor and that are filed in those state and county jurisdictions in which such any Loan Party is organized or maintains its chief executive office principal place of business and such other searches that are required by the Lender Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens or any other Liens acceptable to the Lender or Liens to be discharged on or prior to the Closing DateCollateral Agent).;
Appears in 1 contract
Personal Property Requirements. The Lender Collateral Agent shall have received: a Perfection Certificate :
(as defined in the Security Agreementi) from each Loan Party; all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Notes (each as defined in the Security Agreement Collateral Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; blank shall have been delivered to the Collateral Agent;
(ii) all other certificates, agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement and to the extent required by Section 3.3 of the Security Agreement);
(iii) UCC financing statements Financing Statements in appropriate form for filing under the UCC UCC, filings with the United States Patent, Trademark and Copyright offices and such other documents under applicable Requirements of Law in each jurisdiction as may be reasonably necessary or appropriate or, in the opinion of the Lender, desirable to perfect the Liens created, or purported to be created, by the Security Documents; and and
(iv) certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name a any Loan Party as debtor and that are filed in those state and county jurisdictions in which such any Loan Party is organized or maintains its chief executive office principal place of business and such other searches that the Lender Collateral Agent deems necessary or appropriatenecessary, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens or any other those relating to Liens acceptable to the Lender or Liens to be discharged on or prior to the Closing DateCollateral Agent and Permitted Liens).
Appears in 1 contract
Sources: Credit Agreement (Broder Bros Co)