Terms of Security Sample Clauses

The "Terms of Security" clause defines the specific requirements and obligations related to the protection of data, assets, or information within an agreement. It typically outlines the security standards that must be maintained, such as encryption protocols, access controls, or physical safeguards, and may specify responsibilities for reporting breaches or conducting regular audits. By clearly establishing these expectations, the clause helps prevent unauthorized access or data loss, ensuring both parties understand their roles in maintaining security and mitigating potential risks.
Terms of Security. (a) The security will be first ranking and comprise only the security set out in Clause 24.31 (Guarantors and Security) of this Agreement. (b) All security (other than share security) will be governed by the law of, and secure only assets located in, the jurisdiction of incorporation of the applicable grantor of the security and no action in relation to security (including any perfection step, further assurance step, filing or registration) will be required in jurisdictions where the grantor of the security is not incorporated. Share security over any subsidiary will be governed by the law of the place of incorporation of that subsidiary. Any security over a structural intercompany loan will be governed by the governing law of such structural intra group loan document or English law. (c) Any assets subject to third party arrangements (whether in existence as at the signing date of this Agreement or entered into thereafter) which are permitted by the Finance Documents and which prevent those assets from being charged will be excluded from the relevant Security, provided that (i) such restriction was not included primarily so as to fall within this exception and (ii) if the relevant assets are material, the relevant Obligor shall use reasonable endeavours to obtain consent to charging such assets. (d) Subject to agreed exceptions, Transaction Security Documents will where possible automatically create Security over future assets of the same type as those already secured. (e) The Transaction Security Documents shall not create new commercial obligations and shall not contain additional or duplicate representations, warranties or undertakings to those set out in the Finance Documents that are not required for the creation, perfection, enforcement or maintenance of the relevant Security in order to protect or preserve the Security granted to the Lenders. Save where it is required under applicable law for the creation, perfection or registration of, or to ensure the validity of, security in accordance with these Security Principles or to facilitate the admissibility of a Security Document in court, there shall not be any repetition or extension for Clauses set out in this Agreement or the Intercreditor Agreement such as those relating to cost and expenses, indemnities, stamp duty, tax gross up, distribution of proceeds, notices and release of security. (f) Security in respect of any Material Intra-Group Loans shall permit the relevant debtor to make payments of ...
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Terms of Security. The Permittee shall maintain compliance with all the requirements, duties, and obligations imposed by the City’s Code of Ordinances, Chapter 23, Article V –
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Terms of Security. This Agreement is intended solely to comply with the provisions of the Indenture and the Notes to secure the unpaid Secured Obligations arising thereunder and under the Notes in accordance with the terms set forth therein, it being understood that the Lien hereunder in favor of the Junior Lien Creditor, as Representative for the Note Holders, shall remain at all times junior to the Lien of the Senior Secured Creditors in accordance with the terms of the Intercreditor Agreement.
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Terms of Security. This Security is one of a duly authorized series of Securities of the Company (herein sometimes referred to as the "Securities"), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of March 31, 1994 duly executed and delivered between the Company and Regions Bank, an Alabama banking corporation organized and existing under the laws of the State of Alabama (as successor-in-interest to Regions Bank of Louisiana and First American Bank & Trust of Louisiana), as Trustee (herein referred to as the "Trustee") (such Indenture hereinafter referred to as the "Indenture"), to which Indenture reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Securities. By the terms of the Indenture, the Securities are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This Security is one of the series designated on the face hereof (herein called the "Series") initially issued in the aggregate principal amount of $500,000,000. Nothing herein shall limit the Company's rights to issue additional Securities of this Series. In case an Event of Default, as defined in the Indenture, with respect to the Series shall have occurred and be continuing, the principal of all of the Securities of the Series may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Securities of each series affected at the time Outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Securities or any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Security so affected or (ii) reduce t...
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Terms of Security. Documents The following principles will be reflected in the terms of any security taken in connection with the Secured Documents: 1 The Republic of ▇▇▇▇▇▇▇▇ Islands is a Covered Jurisdiction. However, security given by entities formed under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands shall be governed by the laws of the state of New York (or such other local law as otherwise provided in these Agreed Security Principles); provided, however, that the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands shall govern security given in respect of any vessel registered under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands. 2 It is agreed and understood that the vessel owned by ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ L.L.C. as of the Effective Date shall be mortgaged under a Security Document governed by the laws of The Commonwealth of the Bahamas. 11 (a) security will not be enforceable or (solely with regard to floating charges governed by the law of England and Scotland) crystallise until an Event of Default (in the case of the Senior Lien Obligations, as such term is defined in the Senior Credit Agreement and, in the case of the Junior Obligations, as such term is defined in the applicable Junior Lien Documents) has occurred and is continuing and the applicable Agent has exercised its rights under the relevant acceleration provisions of the Secured Documents to terminate all or part of the availability of the applicable facility or cancel any undrawn portion of the applicable facility or declare all or part of the Obligations thereunder to be immediately due and payable (an “Enforcement Event”)) which is continuing; (b) the beneficiaries of the security or any agent will only be able to exercise a power of attorney following the occurrence of an Enforcement Event which is continuing; (c) the Security Documents should only operate to create security rather than to impose new commercial obligations or repeat clauses in the Secured Documents: (i) they should not contain additional representations, undertakings or indemnities (including in respect of insurance, information, maintenance or protection of assets or the payment of fees, costs and expenses) unless these are the same as or consistent with those contained in the Secured Documents or are required for the creation or perfection of security; and (ii) notwithstanding anything to the contrary in any Security Document, the terms of a Security Document shall not operate or be construed so as to prohibit or restrict any transaction, ma...
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Terms of Security 
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Related to Terms of Security

  • Form of Security Any Security issued hereunder shall be in substantially the following form: No. $ Capital Trust, Inc., a corporation organized and existing under the laws of Maryland (hereinafter called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____, or registered assigns, the principal sum of _____ Dollars ($_____) [if the Security is a Global Security, then insert— or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to in accordance with the Indenture] on April 30, 2036. The Company further promises to pay interest on said principal sum from May _____, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, commencing July 30, 2009, or if any such day is not a Business Day, on the next succeeding Business Day (and no interest shall accrue in respect of the amounts whose payment is so delayed for the period from and after such Interest Payment Date until such next succeeding Business Day), except that, if such Business Day falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on the Interest Payment Date, at a fixed rate equal to the applicable Fixed Rate through the Interest Payment Date occurring in April, 2016 (the “Fixed Rate Period”) and thereafter at a variable rate equal to LIBOR plus 2.44% per annum until the principal hereof is paid or duly provided for or made available for payment; provided, further, that any overdue principal, premium, if any, and any overdue installment of interest shall bear Additional Interest at a fixed rate equal to the applicable Fixed Rate then in effect through the Interest Payment Date occurring in April, 2016 and thereafter at a variable rate equal to LIBOR plus 2.44% per annum (to the extent that the payment of such interest shall be legally enforceable), compounded quarterly, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. During the Fixed Rate Period, the amount of interest payable shall be computed on the basis of a 360-day year of twelve 30-day months and the amount payable for any partial period shall be computed on the basis of the number of days elapsed in a 360 day year of twelve 30 day months. Upon expiration of the Fixed Rate Period, the amount of interest payable for any Interest Period will be computed on the basis of a 360 day year and the actual number of days elapsed in the relevant Interest Period. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payment of principal of, premium, if any, and interest on this Security shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal, premium, if any, and interest due at the Maturity of this Security shall be made at the Place of Payment upon surrender of such Securities to the Paying Agent, and payments of interest shall be made, subject to such surrender where applicable, by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Paying Agent at least ten (10) Business Days prior to the date for payment by the Person entitled thereto unless proper written transfer instructions have not been received by the relevant record date, in which case such payments shall be made by check mailed to the address of such Person as such address shall appear in the Security Register. The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture, dated as of May 14, 2009 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. All terms used in this Security that are not defined herein shall have the meanings assigned to them in the Indenture. The Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, (or of the redeemed portion hereof, as applicable), together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

  • Terms of Securities A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities.

  • Release of Security (a) If a disposal of any asset subject to any Transaction Security is made in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Default; (iii) the disposal is being made at the request of the Security Agent or Secondary Security Agent in circumstances where any Security created by the Transaction Security Documents has become enforceable; or (iv) the disposal is being effected by enforcement of a Transaction Security Document, the Security Agent and Secondary Security Agent (as applicable) are each irrevocably authorised to release the asset(s) being disposed of (including, where the shares in an Obligor are being disposed of, the assets of that Obligor) from the Transaction Security. However, the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any). (b) In relation to a disposal under paragraphs (a)(iii) or (iv) above, where such disposal relates to the shares in an Obligor, the Security Agent and Secondary Security Agent (as applicable) is irrevocably authorised, on behalf of the Lenders and the Hedge Counterparties, to release that Obligor from all or any part of the Debt owed by it. (c) Any release under this Clause will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors and Security Providers under the Finance Documents will continue in full force and effect. (e) If the Security Agent or Secondary Security Agent is satisfied that a release is allowed under this Clause, (at the request and expense of the relevant Obligor or Security Provider) each Secured Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each Secured Party irrevocably authorises the Security Agent and the Secondary Security Agent (as applicable) to enter into any such document. Any release will not affect the obligations of the Obligors and Security Providers under the Finance Documents.

  • Principle of Security The Board and the Association agree that increased length of service in the employment of the Board entitles all employees covered by this Agreement to commensurate increase in security of teaching employment, provided that they possess the qualifications necessary for the positions available.

  • Grant of Security As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.