Releases of Security Interests Sample Clauses

Releases of Security Interests. While any Event of Default has occurred and is continuing under the Series B Note Documents: (a) Series A Holders will cooperate and provide any necessary or appropriate releases with respect to the Collateral to permit an Enforcement Action by Series B Administrative Holder, free and clear of Series A Holders’ Lien. (b) In the event of a sale or other disposition of Collateral by a Note Party in accordance with the terms of the Series B Note Documents or, if required under the Series B Note Documents, with the consent of Series B Holders, if such Series B Holders are releasing their first priority Lien in connection therewith, the Lien of Series A Holders on such Collateral automatically shall be released and discharged to the extent the Lien of Series B Holders on such Collateral is released and discharged, and Series A Administrative Holder shall promptly execute and deliver any releases or other documents requested by Series B Administrative Holder to evidence such release and discharge; provided that the Liens of Secured Parties in such Collateral shall attach to the Proceeds of such sale or other disposition, and the provisions of this Agreement shall be otherwise applicable to such Proceeds (including any provisions with respect to priority of Liens in such Proceeds, or application thereof to the Claims of Secured Parties). (c) Until the Series B Claims are Paid in Full, Series A Administrative Holder, for itself and on behalf of Series A Holders, hereby irrevocably constitutes and appoints Series B Administrative Holder and any officer or agent of Series B Administrative Holder, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Series A Administrative Holder or such holder or in Series B Administrative Holder’s own name, from time to time in Series B Administrative Holder’s discretion, for the purpose of carrying out the terms of this Section 2.7, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 2.7, including any endorsements or other instruments of transfer or release. (d) In connection with any Enforcement Action, Series A Holders agree that Series B Holders may release or refrain from enforcing Series A Holders’ Lien in the Collateral, or permit the use or consumption of such Collateral by a Note Party free of such Series A Holders’ Lien, in each c...
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Releases of Security Interests. Subject to Seller's obligations pursuant to the final paragraph of SECTION 2.3 hereof, following the Closing Date, the Buyer shall prepare and file, or cause to be prepared and filed, all Form UCC-3 termination statements required to evidence the release of Security Interests on the Acquired Assets. All costs associated with such preparation and filing shall be borne equally by the Buyer and the Seller, and the Seller shall pay, by wire transfer to an account designated by the Buyer, its share of the cost of such preparation and filing within five (5) Business Days of the Buyer's request for such payments. Such request shall be accompanied by reasonable supporting documentation showing the costs associated with such preparation and filing. In the event that the cost of preparing and filing the Form UCC-3 termination statements required to evidence the release of the Security Interests on the Acquired Assets shall exceed Thirty Thousand U.S. Dollars ($30,000), the Buyer shall notify the Seller thereof.
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Releases of Security Interests. Biofluids shall have delivered ------------------------------ to Purchaser any required releases and/or termination statements, releasing all security interests in favor of any third party in or to any of the Purchased Assets except those which are in connection with the Assumed Liabilities and Permitted Liens.
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Releases of Security Interests. Concurrently with the consummation of the sale of the Franklin Real Property and the application of the Net Cash Proceeds thereof in accordance with Section 9 of this Amendment, the Agent will, at the request of the Borrowers, execute and deliver such instruments and documents, and take such action, as the Borrowers may reasonably request to effect or evidence the termination of the Agent’s security interest in and lien on the Franklin Real Property, but without recourse, representation or warranty of any kind, express or implied, and at the sole cost and expense of the Borrowers.
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Releases of Security Interests. VPTI agrees to remove any and all third party security interests in the Technology. Attached hereto and made a part hereof as combined Exhibit C are letters from KBK Financial Inc. and Flextronics (Malaysia) SDN BHD evidencing the release by each such party of any rights or security interests that each such party has or may have in the Technology.
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Releases of Security Interests. In connection with the payment by ▇▇▇▇▇▇▇ of the Debt Repayment Amount, Alpine shall use commercially reasonable efforts, and ▇▇▇▇▇▇▇ shall cooperate with Alpine, to obtain any and all releases and discharges regarding any security interests, mortgages, pledges or other liens and encumbrances on any of the assets of Premier or any of its Subsidiaries securing the Premier Indebtedness which is a part of the Debt Repayment Amount.
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Related to Releases of Security Interests

  • Release of Security Interests Without limiting the generality of the foregoing and except as otherwise provided in this Indenture, each Guarantor hereby consents and agrees, to the fullest extent permitted by applicable law, that the rights of the Trustee hereunder, and the liability of the Guarantors hereunder, shall not be affected by any and all releases for any purpose of any collateral, if any, from the Liens and security interests created by any collateral document and that this Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Indenture Obligations is rescinded or must otherwise be returned by the Trustee upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment had not been made.

  • Perfection of Security Interests Each Borrower and Guarantor irrevocably and unconditionally authorizes Agent (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming Agent or its designee as the secured party and such Borrower or Guarantor as debtor, as Agent may require, and including any other information with respect to such Borrower or Guarantor or otherwise required by part 5 of Article 9 of the Uniform Commercial Code of such jurisdiction as Agent may determine, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. Each Borrower and Guarantor hereby ratifies and approves all financing statements naming Agent or its designee as secured party and such Borrower or Guarantor, as the case may be, as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of Agent prior to the date hereof and ratifies and confirms the authorization of Agent to file such financing statements (and amendments, if any). Each Borrower and Guarantor hereby authorizes Agent to adopt on behalf of such Borrower and Guarantor any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming Agent or its designee as the secured party and any Borrower or Guarantor as debtor includes assets and properties of such Borrower or Guarantor that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by such Borrower or Guarantor to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral. In no event shall any Borrower or Guarantor at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming Agent or its designee as secured party and such Borrower or Guarantor as debtor.

  • Grant of Security Interests (a) As security for the prompt and complete payment and performance when due of all of the Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, upon the terms and subject to the conditions of this Agreement and further subject to the provisions of the Intercreditor Agreement, a continuing security interest (subject to Liens to the extent permitted under the terms of all Secured Debt Documents from time to time in effect) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (in each case except to the extent constituting Excluded Collateral), (iii) all Inventory, (iv) the Cash Collateral Account established with the Collateral Agent for such Assignor and all monies, securities, investments and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all present and future bank accounts of such Assignor including, without limitation, any demand, time savings, passbook, certificates of deposit, or like accounts maintained by such Assignor with any bank, savings and loan association, credit union or other organization, all money, cash and checks, drafts, notes, bills, bills of exchange, securities, investments, bonds or other instruments, writings or property of such Assignor from time to time received, receivable or otherwise distributed in respect thereof, in renewal or extension thereof, or in exchange therefor, whether or not deposited in any such deposit account (collectively, in each case, except to the extent constituting Excluded Collateral, the "Pledged Accounts"), (vi) all Equipment, (vii) all Fixtures, (viii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, and all licenses of rights associated therewith, (ix) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (x) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (xi) all other Goods, General Intangibles, Permits (other than the Casino Operating Contract), Chattel Paper, Investment Property and Documents, (xii) all Proceeds and products of any and all of the foregoing and (xiii) all other personal property of any Assignor of any nature whatsoever, including, without limitation, all accounts, bank accounts, deposits, credit balances, contract rights, inventory, general intangibles, goods, equipment, instruments, chattel paper, machinery, furniture, furnishings, fixtures, tools, supplies, appliances, plans and drawings and all property from time to

  • Reaffirmation of Security Interests Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment does not in any manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.

  • Release of Security Interest 8.1 This general condition applies if any part of the property is subject to a security interest to which the Personal Property Securities Act 2009 (Cth) applies. 8.2 For the purposes of enabling the purchaser to search the Personal Property Securities Register for any security interests affecting any personal property for which the purchaser may be entitled to a release, statement, approval or correction in accordance with general condition 8.4, the purchaser may request the vendor to provide the vendor’s date of birth to the purchaser. The vendor must comply with a request made by the purchaser under this condition if the purchaser makes the request at least 21 days before the due date for settlement. 8.3 If the purchaser is given the details of the vendor’s date of birth under condition 8.2, the purchaser must – (a) Only use the vendor’s date of birth for the purposes specified in condition 8.2; and (b) Keep the date of birth of the vendor secure and confidential. 8.4 The vendor must ensure that at or before settlement, the purchaser receives – (a) a release from the secured party releasing the property from the security interest; or (b) a statement in writing in accordance with section 275(1)(b) of the Personal Property Securities Act 2009 (Cth) setting out that the amount or obligation that is secured is nil at settlement; or (c) a written approval or correction in accordance with section 275(1)(c) of the Personal Property Securities Act 2009 (Cth) indicating that, on settlement, the personal property included in the contract is not or will not be property in which the security interest is granted. 8.5 Subject to general condition 8.6, the vendor is not obliged to ensure that the purchaser receives a release, statement, approval or correction in respect of personal property – (a) that - (i) the purchaser intends to use predominantly for personal, domestic or household purposes; and (ii) has a market value of not more than $5000 or, if a greater amount has been prescribed for the purposes of section 47(1) of the Personal Property Securities Act 2009 (Cth), not more than that prescribed amount; or (b) that is sold in the ordinary course of the vendor’s business of selling personal property of that kind. 8.6 The vendor is obliged to ensure that the purchaser receives a release, statement, approval or correction in respect of personal property described in general condition 8.5 if – (a) the personal property is of a kind that may or must be described by serial number in the Personal Property Securities Register; or (b) the purchaser has actual or constructive knowledge that the sale constitutes a breach of the security agreement that provides for the security interest. 8.7 A release for the purposes of general condition 8.4(a) must be in writing. 8.8 A release for the purposes of general condition 8.4 (a) must be effective in releasing the goods from the security interest and be in a form which allows the purchaser to take title to the goods free of that security interest. 8.9 If the purchaser receives a release under general condition 8.4 (a) the purchaser must provide the vendor with a copy of the release at or as soon as practicable after settlement. 8.10 In addition to ensuring that a release is received under general condition 8.4(a), the vendor must ensure that at or before settlement the purchaser receives a written undertaking from a secured party to register a financing change statement to reflect that release if the property being released includes goods of a kind that are described by serial number in the Personal Property Securities Register. 8.11 The purchaser must advise the vendor of any security interest that is registered on or before the day of sale on the Personal Properties Security Register, which the purchaser reasonably requires to be released, at least 21 days before the due date for settlement. 8.12 The vendor may delay settlement until 21 days after the purchaser advises the vendor of the security interests that the purchaser reasonably requires to be released if the purchaser does not provide an advice under general condition 8.11. 8.13 If settlement is delayed under general condition 8.12 the purchaser must pay the vendor – (a) interest from the due date for settlement until the date on which settlement occurs or 21 days after the vendor receives the advice, whichever is the earlier; and (b) any reasonable costs incurred by the vendor as a result of the delay - as though the purchaser was in default. 8.14 The vendor is not required to ensure that the purchaser receives a release in respect of the land. This general condition 8.14 applies despite general condition 8.1. 8.15 Words and phrases which are defined in the Personal Property Securities Act 2009 (Cth) have the same meaning in general condition 8 unless the context requires otherwise.