Security to be Granted Sample Clauses

Security to be Granted. (a) Each of the Company and the initial Subsidiary Guarantor Pledgor has pledged the Capital Stock of the initial Subsidiary Guarantors (other than Xinyuan International (HK) Property Investment Co., Limited) (the “Collateral”) owned by it (subject to Permitted Liens and the Intercreditor Agreement) in order to secure the obligations of the Company and such Subsidiary Guarantor Pledgor under the August 2019 Notes, the indenture governing the August 2019 Notes, the February 2021 Notes, the indenture governing the February 2021 Notes, the November 2020 Notes, the indenture governing the November 2020 Notes, the March 2020 Notes and the indenture governing the March 2020 Notes. On the Original Issue Date, the Trustee will execute a supplement to and become a party to the Intercreditor Agreement, at which time the Trustee will become a Secured Party under the Intercreditor Agreement and the Holders will be entitled to share in the benefit of the pledge of such Capital Stock on a pari passu basis with the holders of the August 2019 Notes, the holders of the February 2021 Notes, the holders of the November 2020 Notes, the holders of the March 2020 Notes and the holders of any other Permitted Pari Passu Secured Indebtedness. (b) The Company and each Subsidiary Guarantor Pledgor shall, for the benefit of the Holders of the Notes: (i) execute one or more Security Documents granting to the Shared Security Agent on behalf of the Secured Parties, for the benefit of the Holders of the Notes, Liens (subject to any Permitted Liens and the Intercreditor Agreement) (collectively, the “Lien”) on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (ii) take all requisite steps under applicable laws and undertake other customary procedures in connection with the granting and perfection (if relevant) of the Lien on relevant Collateral (subject to any Permitted Liens and the Intercreditor Agreement); and (iii) promptly deliver to the Trustee and the Shared Security Agent an Officers’ Certificate stating that entry into the Security Documents has been duly and validly authorized and an Opinion of Counsel to the effect that (A) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the Security Documents and all other instruments of further assurance as is necessary to make effective the Lien (subject to Permitted Liens and the Intercreditor Agr...
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Related to Security to be Granted

  • Ability to Bear Risk The Purchaser represents and warrants that (i) the financial situation of the Purchaser is such that the Purchaser can afford to bear the economic risk of holding the Shares for an indefinite period and (ii) the Purchaser can afford to suffer the complete loss of the Purchaser's investment in the Shares.

  • Ability to Abandon CVR A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs for consideration in its sole discretion.

  • Your liability to us (alleged) illegal use, etc (a) This clause applies where: (i) your Service is actually or allegedly used in a way that breaches any law or infringes the rights of any third party; and (ii) we suffer loss or reasonably incur expense as a result. (b) You must make good our loss and reimburse our expenses on request.

  • Employment of Custodian and Property to be Held by It Each Fund hereby employs the Custodian as the custodian of certain of its assets, including those securities it desires to be held within the United States of America (“domestic securities”) and those securities it desires to be held outside the United States of America (the “United States”) which are (i) not held on the Funds’ behalf by Chase Manhattan Bank, N.A. pursuant to the Foreign Custodian Agreement and (ii) described with greater particularity in Section 3 hereof (such securities shall be referred to herein as “foreign securities”). Each Fund agrees to deliver to the Custodian all domestic securities, foreign securities and cash owned by it from time to time, and all payments of income, payments of principal or capital distributions received by it with respect to securities held by it hereunder, and the cash consideration received by it for such new or treasury shares of capital stock of each Fund as may be issued or sold from time to time (“Shares”). The Custodian shall not be responsible for any property of any Fund held or received by such Fund (i) not delivered to the Custodian, or (ii) held in the custody of Chase Manhattan Bank N.A. The Custodian is authorized to employ one or more sub-custodians located within the United States, provided that the Custodian shall have obtained the written acknowledgment of the Fund with respect to such employment. The Custodian is authorized to employ sub-custodians located outside the United States as noted on Schedule A attached hereto (as such Schedule A may be amended from time to time). The Custodian shall have no more or less responsibility or liability to any Fund on account of any actions or omissions of any sub-custodian so employed than any such sub- custodian has to the Custodian and shall not release any sub-custodian from any responsibility or liability unless so agreed in writing by the Custodian and the applicable Fund. With the exception of State Street Bank and Trust Company (London branch), the Custodian shall not be liable for losses arising from the bankruptcy, insolvency or receivership of any sub-custodian located outside the United States.

  • AUTHORITY TO MODIFY No modification or change in this Agreement shall be valid and enforceable against UNICEF unless provided by a written amendment to this Agreement signed by a duly authorized officer of UNICEF and an Authorized Officer of IP.