The Security Interests Sample Clauses
The Security Interests clause establishes the lender's legal rights over specific assets of the borrower as collateral for a loan or other financial obligation. In practice, this clause details which assets are subject to the security interest, how the interest is perfected (such as through registration or possession), and the borrower's obligations to maintain the collateral. Its core function is to protect the lender by providing a means to recover the debt if the borrower defaults, thereby reducing the lender's risk and ensuring the enforceability of the security arrangement.
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The Security Interests. (a) In order to secure the full and punctual payment of the Secured Obligations in accordance with the terms thereof, and to secure the performance of all of the obligations of the Company hereunder and under the other Loan Documents, the Company hereby pledges, hypothecates, assigns by way of security, transfers and grants to the Collateral Agent for the ratable benefit of the Secured Parties a continuing security interest in and to all right, title and interest of the Company in and to the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"):
(i) Accounts;
(ii) Inventory;
(iii) General Intangibles;
(iv) Documents;
(v) Instruments;
(vi) Equipment;
(vii) Investment Property;
(viii) Deposit Accounts;
(ix) The Collateral Account, all cash deposited therein from time to time, the Liquid Investments made pursuant to Section 5(e) and other monies and property of any kind of the Company in the possession or under the control of the Collateral Agent;
(x) All books and records (including, without limitation, customer lists, marketing information, credit files, price lists, operating records, vendor and supplier price lists, sales literature, computer programs, printouts and other computer materials and records) of the Company pertaining to any of the Collateral;
(xi) All Proceeds of, attachments or accessions to, or substitutions for, all or any of the Collateral described in clauses (i) through (x) hereof; PROVIDED, HOWEVER, the Collateral shall not include any Excluded Contracts.
(b) The Security Interests are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Company with respect to any of the Collateral or any transaction in connection therewith.
(c) Notwithstanding anything herein or in the other Loan Documents to the contrary, to the extent this Agreement or any other Security Document purports to grant to the Collateral Agent a Lien in any License held directly or indirectly by the Company, the Borrower or any of the Borrower's subsidiaries, now owned or hereafter acquired, the Collateral Agent shall only have a Lien in such Licenses at such times and to the extent that a Lien in such Licenses is permitted under applicable law; PROVIDED, that any such Lien shall to the extent permitted by applicable law be deemed ef...
The Security Interests. (a) In order to secure (i) payment and performance of all of the obligations of Borrower under the Loan Agreement and under the Note, (ii) the performance of all of the obligations of Debtor to Secured Party contained herein, and (iii) the payment of all other future advances and other obligations of Debtor and /or the Other Borrowers to Secured Party, including, without limitation, any future loans and advances made to Debtor and/or the Other Borrowers by Secured Party prior to, during or following any (a) application by Debtor or any of the Other Borrowers for or consent by Debtor or any of the Other Borrowers to the appointment of a receiver, trustee or liquidator of Debtor or any of the Other Borrowers' property, (b) admission by Debtor or any of the Other Borrowers in writing of its or their inability to pay or failure generally to pay its or their respective debts as they mature, (c) general assignment by Debtor or any of the Other Borrowers for the benefit of creditors, (d) adjudication of Debtor or any of the Other Borrowers as bankrupt or (e) filing by Debtor or any of the Other Borrowers of a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debts, dissolution or liquidation statute, or an answer admitting the material allegations of a petition filed against it in a proceeding under any such law (any of the foregoing shall hereinafter be referred to as a "Bankruptcy Event"), any interest accruing under the Note and/or the Loan Agreement after the commencement of a Bankruptcy Event to the extent permitted by applicable law, and any and all other indebtedness, liabilities and obligations of Debtor and the Other Borrowers to Secured Party of every kind and description, direct, indirect or contingent, now or hereafter existing, due or to become due (all of the foregoing being hereinafter called the "Obligations"), Debtor hereby grants to Secured Party for its benefit a continuing security interest in the following described fixtures and personal property (hereinafter collectively called the "Collateral"): All fixtures and all tangible and intangible personal property of Debtor, whether now owned or hereafter acquired by Debtor, or in which Debtor may now have or hereafter acquire an interest, including, without limitation, (a) all equipment (including all machinery, tools and furniture), in...
The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract:
(a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j)) (such additions and substitutions, the "Additions and Substitutions"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends), or into which any such Common Stock is converted in connection with any Reorganization Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial...
The Security Interests. In order to secure the observance and performance of the covenants and agreements contained herein and in the Purchase Agreement:
The Security Interests. In order to secure the full and punctual payment and performance of the Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of the Company hereunder:
(A) The Company hereby assigns and pledges to and with the Agent for the benefit of the Secured Parties and grants to the Agent for the benefit of the Secured Parties a security interest in the Pledged Securities, and all of its rights and privileges with respect to the Pledged Securities, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all proceeds of the foregoing (the "COLLATERAL"). Contemporaneously with the execution and delivery hereof, the Company is delivering the certificates representing the Subsidiaries Shares in pledge hereunder.
(B) In the event that the Subsidiaries at any time issue any additional or substitute shares of capital stock of any class or owes any other Debt to the Company, the Company will immediately pledge and deposit with the Agent certificates representing all such shares or an instrument evidencing such other Debt as additional security for the Secured Obligations. All such shares and instruments constitute Pledged Securities and are subject to all provisions of this Agreement.
(C) The Security Interests are granted as security only and shall not subject any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Company or the Subsidiaries with respect to any of the Collateral or any transaction in connection therewith.
The Security Interests. In order to secure the full and punctual payment and performance of the Secured Obligations in accordance with the terms of the Credit Agreement, each Grantor hereby pledges, assigns, hypothecates, sets over and conveys to the Administrative Agent on its behalf and on behalf of the Secured Parties and grants to the Administrative Agent on its behalf and on behalf of the Secured Parties a continuing security interest in and to, all of its rights in and to all Collateral now or hereafter owned or acquired by such Grantor or in which such Grantor now has or hereafter has or acquires any rights, and wherever located. The Security Interests are granted as security only and shall not subject the Administrative Agent or any Secured Party to, or transfer to the Administrative Agent or any Secured Party, or in any way affect or modify, any obligation or liability of the Grantor with respect to any Collateral or any transaction in connection therewith.
The Security Interests. In order to secure the full and punctual payment of the Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of the Lien Grantor and the Issuer hereunder:
(a) The Lien Grantor hereby assigns and pledges to and with the Collateral Agent for the benefit of the Lender and grants to the Collateral Agent for the benefit of the Lender a security interest in the Pledged Stock, and all of its rights and privileges with respect to the Pledged Stock, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all Proceeds of the foregoing (the “Collateral”). Contemporaneously with the execution and delivery hereof, the Lien Grantor is delivering the certificates representing the Pledged Stock in pledge hereunder.
(b) In the event that the Issuer at any time issues any additional or substitute shares of capital stock of any class to the Lien Grantor, the Lien Grantor will immediately (i) pledge and deposit with the Collateral Agent certificates, if any, representing a pro rata portion of such shares as additional security for the Secured Obligations that is equal to the ratio of the Pledged Stock to the aggregate shares of common stock of the Issuer owned by the Lien Grantor on the date hereof and (ii) take all other steps required to grant or maintain, as applicable, a first priority security interest in such shares to the Collateral Agent for the benefit of the Lender. All such shares constitute Pledged Stock and are subject to all provisions of this Agreement.
(c) The Security Interests are granted as security only and shall not subject the Collateral Agent or the Lender to, or transfer or in any way affect or modify, any obligation or liability of the Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.
The Security Interests. Section 2.01 Grant of Security Interests Section 2.02 Security Interests Absolute Section 2.03 Continuing Liability of the Loan Parties
The Security Interests. On and after the Effective Date, each of the Security Documents creates (or after the execution and delivery thereof will create), as security for the obligations secured thereby, a valid and enforceable perfected security interest in and Lien in favor of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under ...
The Security Interests. In order (i) to secure the due and punctual payment of that certain Settlement Agreement dated October 29, 2001 between Debtor, as debtor, and Force, as creditor (the "Force Settlement Agreement"), (ii) to secure the due and punctual payment of that certain Settlement Agreement dated November 7, 2001 between Debtor, as debtor, and Sanmina, as creditor (the "Sanmina Settlement Agreement"), (iii) to secure the due and punctual payment of that certain Settlement Agreement dated November 14, 2001 between Debtor, as debtor, and Brooktrout, as creditor (the "Brooktrout Settlement Agreement" and together with the Force Settlement Agreement and the Sanmina Settlement Agreement, the "Settlement Agreements"), and (iv) to secure the performance of all the obligations of Debtor contained herein (all of the foregoing are hereinafter called the "Obligations"), which Obligations shall not exceed in the aggregate the sum of $4,500,000, Debtor hereby grants to Secured Party a continuing security interest in and to all fixtures and tangible personal property of the Debtor, of every kind and nature, whether now owned or hereafter acquired or arising and wherever located and all proceeds and products thereof, including but not limited to the following (hereinafter collectively called the "Collateral"):
(a) all machinery, equipment, fixtures, tools, furniture and other goods whether now owned or hereafter acquired by Debtor, or in which Debtor may now have or hereafter acquire an interest, and all replacements, substitutions and all parts thereof;
(b) all inventory, including but not limited to all merchandise, raw materials, work in process, finished goods and supplies whether now owned or hereafter acquired by Debtor, or in which Debtor may now have or hereafter acquire an interest, and including any goods that are returned to the Debtor;
(c) all accessions, additions and improvements to, all of the foregoing, including proceeds of insurance policies or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, whether now owned or hereafter acquired by Debtor, or in which Debtor may now have or hereafter acquire an interest; and
(d) all books, records, documents, computer tapes and discs relating to all of the foregoing, whether now owned or hereafter acquired by Debtor, or in which Debtor may now have or hereafter acquire an interest. The security interests granted pursuant to this Section 1 (the...