Rights in Collateral Clause Samples
Rights in Collateral. (a) Other than the liens set forth on Schedule VI, Grantor represents, warrants and covenants that it has and shall have at all times valid title to all Collateral, free and clear of all liens, claims, charges and encumbrances (except for Permitted Liens), and Grantor shall defend such title against the claims and demands of all other Persons. Other than for the Stock Rights, vehicles and bank accounts, Grantor represents and warrants that this Agreement creates a valid security interest in the Collateral which, upon filing of proper financing statements in the jurisdictions and the taking of all other steps regarding perfection specified on Schedule VII attached hereto, shall constitute a valid perfected lien on and security interest in the Collateral, subject only to Permitted Liens which are accorded priority. Grantor represents and warrants that to the best of Grantor’s knowledge, except as previously disclosed, all Receivables are valid, binding and enforceable in accordance with their respective terms and that no party to any Receivable is in default with respect thereto, except to the extent of allowances for uncollectible accounts reflected on the financial statements of Grantor in accordance with generally accepted accounting principles consistently applied.
(b) Except for dispositions permitted by the Indenture or in the ordinary course of business, Grantor shall not sell, transfer, assign, convey or otherwise dispose of, or extend, amend, terminate or otherwise modify any term or provision of, any Collateral, any interest therein or any Proceeds thereof, nor waive or release any right with respect thereto, without, the prior written consent of Trustee.
(c) Grantor assumes full responsibility for taking any and all steps to preserve its rights with respect to the Collateral against all prior parties. Trustee shall be deemed to have exercised reasonable care in the preservation and custody of the portion of the Collateral as may be in Trustee’s possession if Trustee takes such action as is required by applicable law and as Grantor shall reasonably request in writing; provided that such requested action shall not, in the judgment of Trustee, impair Trustee’s prior security interest in such Collateral or its rights in or the value of such Collateral, and provided further that such written request is received by Trustee in sufficient time to permit Trustee to take the requested action. In the absence of such written request, Trustee shall be deemed t...
Rights in Collateral. If a Loan Event of Default shall have occurred and be continuing, then and in every such case Collateral Agent shall, upon written request by Administrative Agent or Indenture Trustee, acting on behalf of the Tranche A Noteholders after a Tranche A Event of Default, subject to Lessee's right of quiet enjoyment pursuant to Section 2 of the Lease Agreement, exercise any or all of the rights and powers and pursue any and all of the remedies pursuant to this Section 7.14, any and all remedies under the other Security Documents, and any and all remedies available to a secured party under the UCC or any other provision or law and, in the event such Loan Event of Default is related to a Lease Event of Default, subject to Lessee's rights to purchase the Items of Equipment pursuant to Section 24 of the Lease Agreement, may take possession of all or any part of Lessor Collateral and may exclude Lessor, and, subject to the terms of the Lease Agreement, Lessee, any sublessee and all Persons claiming under any of them wholly or partly therefrom; provided, however, Collateral Agent shall not sell or re-lease the Equipment for a period of thirty (30) days after such Event of Default during which time Lessor, Administrative Agent, Collateral Agent and any Tranche B Lender may remarket the Equipment.
Rights in Collateral. Debtor has rights in, and the power to transfer, the Collateral. Debtor's right, title and interest in and to the Collateral is free of all adverse claims, liens, security interests and restrictions on transfer or pledge, other than the security interests and restrictions created under, or set forth in, this Agreement, the Purchase Agreement and its schedules and the other Transaction Documents referred to in the Purchase Agreement.
Rights in Collateral. Notwithstanding anything to the contrary contained in any Debt Document, and irrespective of: (a) the time, order or method of attachment or perfection of the security interests created hereby; (b) the time, order or filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; and (c) the rules for determining priority under the UCC or any other Law or rule governing the relative priorities of secured creditors, (i) any security interest in any Collateral heretofore or hereafter granted to secure any Senior Secured Obligation shall be secured on an equal and ratable basis and (ii) any security interest in any Collateral heretofore or hereafter granted to secure any Senior Secured Obligation has and shall have priority, to the extent of any unpaid Senior Secured Obligations, over any security interest in such Collateral granted to secure the New Junior Secured Obligation.
Rights in Collateral. If a Loan Event of Default shall have occurred and be continuing, then and in every such case Security Trustee and/or Agent shall, upon written request by the Majority Lenders, exercise any or all of the rights and powers and pursue any and all of the remedies pursuant to this Section 5.11, any and all remedies under the other Security Documents, and any and all remedies available to a secured party under the UCC or any other provision or law and, in the event such Loan Event of Default is a Loan Event of Default referred to in Section 5.10(a) hereof, any and all of the remedies pursuant to the Equipment Agreement, and may take possession of all or any part of the Collateral and may exclude Obligees, Obligor, any lessee and all Persons claiming under any of them wholly or partly therefrom.
Rights in Collateral. Company represents, warrants and covenants that it has and shall have at all times good and valid title to all of the Collateral, free and clear of all Liens (as such term is defined in that certain Amended and Restated Credit Agreement, dated as of June 17, 2011, by and between Bluefly, Inc. and W▇▇▇▇ Fargo Bank, National Association, as amended, restated or refinanced from time to time (the “Credit Agreement”)), other than (i) Liens in favor of W▇▇▇▇ Fargo Bank, National Association under the Credit Agreement and (ii) Permitted Encumbrances (as such term is defined in the Credit Agreement). Company represents and warrants that this Note creates a valid security interest in the Collateral and, upon the filing of financing statements in the State of Delaware, such security interest shall constitute a perfected lien on and security interest in all Collateral in which a security interest may be perfected by filing a financing statement pursuant to the Uniform Commercial Code (the “UCC”).
Rights in Collateral. (a) Notwithstanding (i) anything to the contrary contained in the Senior Loan Documents, the Junior Loan Documents or any other document, filing or agreement (other than this Agreement) related to the creation, attachment, perfection or existence of the Senior Lien or the Junior Lien; (ii) the time, place, order or method of attachment or perfection of the Senior Lien or the Junior Lien; (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral or any failure of the Administrative Agent to file or record any financing statement or any continuations thereof under the Uniform Commercial Code or other law of any applicable jurisdiction with respect to the Senior Lien or the Junior Lien and (iv) the rules for determining priority under any law governing the relative priorities of secured creditors, the Senior Lien shall have priority over and be senior and superior to the Junior Lien.
(b) Without limiting the rights of the Senior Creditors under the Senior Loan Documents and as holders of "Senior Debt" and "Designated Senior Debt" under and as defined in the Indenture, so long as this Agreement has not been terminated pursuant to Section 9 below upon the payment in full of the Senior Obligations, and regardless of whether or not the Senior Obligations or the Junior Obligations have been accelerated or any bankruptcy proceeding or similar event or proceeding has been commenced by or against the Company:
Rights in Collateral. Credit Union shall solely and exclusively own all right, title, and interest in and to collateral as determined in the Credit Union’s loan agreement with its customer and all proceeds and payments thereof. All collections from customer with respect to loans extended by Credit Union received by FINSYNC shall be held by FINSYNC in trust for the benefit of Credit Union and shall be disbursed, remitted, and delivered to Credit Union or deposited per Credit Union’s instructions in accordance with the provisions herein.
Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Loan Document and irrespective of:
Rights in Collateral. Priority of Liens. All Collateral is owned or --------------------------------------- leased by Borrower, free and clear of any and all Liens in favor of third parties, other than Permitted Liens. The Liens granted to TBCC pursuant to the Loan Documents constitute valid, enforceable and perfected first-priority Liens on the Collateral, except for Permitted Liens.