Grouped Into 39 Collections of Similar Clauses From Business Contracts
This page contains Security clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Security. Notwithstanding anything herein to the contrary except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company's obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.
Security. Notwithstanding anything herein to the contrary except for Section 27, to To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company's obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.
Security. Notwithstanding anything herein to the contrary except for Section 27, to To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company's obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.
Security. Notwithstanding anything herein to the contrary except for Section 27, to To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company's obligations hereunder under this Agreement through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.
Security. Tenant acknowledges and agrees that security devices and services, if any, while intended to deter crime may not in given instances prevent theft or other criminal acts and that Landlord is not providing any security services with respect to the Premises. Tenant agrees that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the... Premises or any other breach of security with respect to the Premises. Tenant shall be solely responsible for the personal safety of Tenant's officers, employees, agents, contractors, guests and invitees while any such person is in, on or about the Premises and/or the Project. Tenant shall at Tenant's cost obtain insurance coverage to the extent Tenant desires protection against such criminal acts.View More
Security. Landlord shall provide to Tenant acknowledges all keys and agrees that security devices and services, if any, while intended to deter crime may not in given instances prevent theft or other criminal acts and that Landlord is not providing any security services with respect access cards necessary, as reasonably determined by Landlord, for access to the Premises. Building and the Premises, in such quantity(ies) as Tenant may reasonably request. Tenant agrees that Landlord shall not be liable to Te...nant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the Premises or any other breach of security with respect to the Premises. Tenant shall be solely responsible for the personal safety of Tenant's officers, employees, agents, contractors, guests and invitees while any such person is in, on or about the Premises and/or the Project. Tenant shall at Tenant's cost obtain insurance coverage to the extent Tenant desires protection against such criminal acts. View More
Security. Tenant acknowledges and agrees that security devices and services, if any, while intended to deter crime may not in given instances prevent theft or other criminal acts and that Landlord is not providing any security services with respect to the Premises. Tenant agrees that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the... Premises or any other breach of security with respect to the Premises. Tenant shall be solely responsible for the personal safety of Tenant's officers, employees, agents, contractors, guests and invitees while any such person is in, on or about the Premises and/or the Project. Tenant shall at Tenant's cost obtain insurance coverage to the extent Tenant desires protection against such criminal acts. Subject to the terms of this Lease, including, without limitation, Tenant's compliance with Section 12, Tenant, at Tenant's sole cost and expense, shall have the right to install and maintain a Building access control system for the Premises, or security system serving the Premises ("Tenant's Security System"), subject to the following conditions: (i) Tenant's plans and specifications for the proposed location of Tenant's Security System and Tenant's protocol for the operation of Tenant's Security System shall be subject to Landlord's prior written approval, which approval will not be unreasonably withheld; provided, however, that Tenant shall coordinate the installation and operation of Tenant's Security System with Landlord to assure that Tenant's Security System may be compatible with the Building's systems and equipment and Tenant does not violate the reasonable privacy rights of any other occupants of the Project; (ii) Landlord shall be provided codes and/or access cards, as applicable, and means of immediate access to fully exercise all of its entry rights under the Lease with respect to the Premises; and (iii) Tenant shall be solely responsible, at Tenant's sole cost and expense, for the monitoring, operation and removal of Tenant's Security System. Upon the expiration or earlier termination of this Lease, unless otherwise approved by Landlord, Tenant shall remove Tenant's Security System. All costs and expenses associated with the removal of Tenant's Security System and the repair of any damage to the Premises and the Building resulting from the installation and/or removal of same shall be borne solely by Tenant. Notwithstanding 26 anything to the contrary contained herein, Landlord shall not be directly or indirectly liable to Tenant, any Tenant Parties or any other person and Tenant hereby waives any and all claims against and releases Landlord from any and all claims arising as a consequence of or related to Tenant's Security System, or the failure thereof. View More
Security. Tenant acknowledges and agrees that security devices and services, if any, while intended to deter crime may not in given instances prevent theft or other criminal acts and that Landlord is not providing any security services with respect to the Premises. Tenant agrees that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the... Premises or any other breach of security with respect to the Premises. Tenant shall be solely responsible for the personal safety of Tenant's officers, employees, agents, contractors, guests and invitees while any such person is in, on or about the Premises Premises, the Building and/or the Project. Tenant shall at Tenant's cost obtain insurance coverage to the extent Tenant desires protection against such criminal acts. All employees, contractors and/or agents of any provider of security services to the Premises engaged by Tenant shall be prohibited from carrying firearms (e.g. handguns, rifles, shotguns, etc.). Each individual employee or independent contractor of any such service provider shall have been registered with Landlord by facsimile or mail at least 48 hours in advance of such person arriving at the Project to perform service, which registration shall require such personal information and history, and photographs, as Landlord shall reasonably require. View More
Security. 14.1 Security and Access. Executive agrees and covenants (a) to comply with all Company security policies and procedures as in force from time to time including without limitation those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems, e-mail systems, computer networks, document storage systems, software, data security, encryption, fi...rewalls, passwords and any and all other Company facilities, IT resources and communication technologies ("Facilities and Information Technology Resources"); (b) not to access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not to access or use any Facilities and Information Technology Resources in any manner after the termination of Executive's employment by the Company, whether termination is voluntary or involuntary. Executive agrees to notify the Company promptly in the event he learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction, or reverse engineering of, or tampering with any Facilities and Information Technology Resources or other Company property or materials by others. 14.2 Exit Obligations. Upon (a) voluntary or involuntary termination of Executive's employment or (b) the Company's request at any time during Executive's employment, Executive shall (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives, and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of Executive, whether they were provided to Executive by the Company or any of its business associates or created by Executive in connection with his employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in Executive's possession or control, including those stored on any non-Company devices, networks, storage locations, and media in Executive's possession or control.View More
Security. 14.1 12.1 Security and Access. The Executive acknowledges that he has no reasonable expectation of privacy in any computer, technology system, email, handheld device, telephone, or documents that are used to conduct the business of the Company whether such device is personally owned or provided by the Company. As such, the Company has the right to 10 audit and search all such items and systems, without further notice to Executive, to ensure that the Company is licensed to use the software on the... Company's devices in compliance with the Company's software licensing policies, to ensure compliance with the Company's policies, and for any other business-related purposes in the Company's sole discretion. Executive agrees and covenants (a) to comply with all Company security policies and procedures as in force from time to time including without limitation those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems, e-mail email systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any and all other Company facilities, IT resources and communication technologies ("Facilities and Information Technology Resources"); (b) not to access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not to access or use any Facilities and Information Technology Resources in any manner after the termination of the Executive's employment by the Company, whether termination is voluntary or involuntary. The Executive agrees to notify the Company promptly in the event he learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction, or reverse engineering of, or tampering with any Facilities and Information Technology Resources or other Company property or materials by others. 14.2 12.2 Exit Obligations. Upon (a) voluntary or involuntary termination of Executive's employment or (b) the Company's request at any time during the Executive's employment, the Executive shall (i) (a) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, e-mail email messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives, and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, work product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with his employment by the Company; and (ii) (b) delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive's possession or control, including those stored on any non-Company devices, networks, storage locations, and media in the Executive's possession or control. View More
Security. 14.1 11.1 Security and Access. Executive The Employee agrees and covenants (a) to comply with all Company security policies and procedures as in force from time to time time, including without limitation limitation, those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems, e-mail systems, computer networks, document storage systems, sof...tware, data security, encryption, firewalls, passwords and any and all other Company facilities, IT resources and communication technologies ("Facilities and Information Technology and Access Resources"); (b) not to access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not to access or use any Facilities and Information Technology Resources in any manner after the termination of Executive's the Employee's employment by the Company, whether termination is voluntary or involuntary. Executive The Employee agrees to notify the Company promptly in the event he she learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction, reproduction or reverse engineering of, or tampering with any Facilities and Information Technology Access Resources or other Company property or materials by others. 14.2 6 11.2 Exit Obligations. Upon (a) voluntary or involuntary termination of Executive's the Employee's employment or (b) the Company's request at any time during Executive's the Employee's employment, Executive the Employee shall (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives, negatives and data and all Company documents and materials belonging to the Company and stored in any fashion, including including, but not limited to to, those that constitute or contain any Confidential Information or Work Product, Information, that are in the possession or control of Executive, the Employee, whether they were provided to Executive the Employee by the Company or any of its business associates or created by Executive the Employee in connection with his her employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in Executive's the Employee's possession or control, including those stored on any non-Company devices, networks, storage locations, locations and media in Executive's the Employee's possession or control. View More
Security. 14.1 Security 14.1Security and Access. The Executive agrees and covenants (a) to comply with all Company Group security policies and procedures procedures, as in force from time to time including without limitation those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems, e-mail systems, computer networks, document storage systems, soft...ware, data security, encryption, firewalls, passwords and any and all other Company facilities, IT resources and communication technologies ("Facilities and Information Technology Resources"); (b) not to access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not to access or use any Facilities and Information Technology Resources in any manner after the termination of the Executive's employment by the Company, whether termination is voluntary or involuntary. The Executive agrees to notify the Company promptly in the event he learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction, reproduction or reverse engineering of, or tampering with any Facilities and Information Technology Resources or other Company Group property or materials by others. 14.2 Exit 14.2Exit Obligations. Upon (a) voluntary or involuntary termination of the Executive's employment or (b) the Company's request at any time during the Executive's employment, the Executive shall (i) provide or return to the Company any and all Company Group property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, e-mail email messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives, negatives and data data, and all Company Group documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company Group or any of its business associates or created by the Executive in connection with his employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive's possession or control, including those stored on any non-Company Group devices, networks, storage locations, locations and media in the Executive's possession or control. View More
Security. To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company's obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee 12. Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement an...d assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof. (c) The Company shall not seek from a court, or agree to, a "bar order" which would have the effect of prohibiting or limiting the Indemnitee's rights to receive advancement of expenses under this Agreement.View More
Security. To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company's obligations hereunder under this Agreement through an irrevocable bank line of credit, funded trust trust, or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee Indemnitee. 10 12. Enforcement. (a) The Company expressly confirms and agrees... that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon on this Agreement in serving as an officer or director of the Company. (b) This Other than as provided in this Agreement, this Agreement constitutes the entire agreement between the parties hereto with respect to the this subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the this subject matter hereof. (c) The Company shall not seek from a court, or agree to, a "bar order" which would have the effect of prohibiting or limiting the Indemnitee's rights to receive advancement of expenses under this Agreement. matter. View More
Security. To the extent requested by Indemnitee and approved by the Board, Board of Directors of the Company, the Company may at any time and from time to time provide security to Indemnitee for the Company's obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee Indemnitee. 7 12. Enforcement. (a) The Company expressly confirms and ...agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof. (c) The Company shall not seek from a court, or agree to, a "bar order" which would have the effect of prohibiting or limiting the Indemnitee's rights to receive advancement of expenses under this Agreement.View More
Security. To the extent requested by Indemnitee and approved by the Board, Board of Directors of the Company, the Company may at any time and from time to time provide security to Indemnitee for the Company's obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee Indemnitee. 7 12. Enforcement. (a) The Company expressly confirms and ...agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof. (c) The Company shall not seek from a court, or agree to, a "bar order" which would have the effect of prohibiting or limiting the Indemnitee's rights to receive advancement of expenses under this Agreement.View More
Security. This Note is secured by that certain Security Agreement of even date herewith, as the same may be amended from time to time (the "Security Agreement"), executed by Borrower in favor of Lender encumbering the Investor Notes, as more specifically set forth in the Security Agreement, all the terms and conditions of which are hereby incorporated into and made a part of this Note.
Security. This Note is secured by that certain Security Agreement of even date herewith, as the same may be amended from time to time (the "Security Agreement"), executed by Borrower in favor of Lender encumbering the Investor Notes, certain of Borrower's assets, as more specifically set forth in the Security Agreement, all the terms and conditions of which are hereby incorporated into and made a part of this Note.
Security. This Note is secured by that certain Security Agreement of even date herewith, as the same may be amended from time to time herewith (the "Security Agreement"), executed by Borrower in favor of Lender encumbering the Investor Notes, all of Borrower's assets, as more specifically set forth in the Security Agreement, all the terms and conditions of which are hereby incorporated into and made a part of this Note.
Security. This Note is secured by that certain Security Agreement of even date herewith, as the same may be amended from time to time (the "Security Agreement"), executed by Borrower Napo in favor of Lender encumbering the Investor Notes, all assets of Napo, as more specifically set forth in the Security Agreement, all the terms and conditions of which are hereby incorporated into and made a part of this Note.
Security. This Note and the Other Notes are secured to the extent and in the manner set forth in this Note and the Security other Transaction Documents.
Security. This Note is secured by that certain Security Agreement of even date herewith, as the same may be amended from time to time (the "Security Agreement"), executed by Borrower in favor of Lender encumbering the Investor Trust Deed Notes, as more specifically set forth in the Security Agreement, all the terms and conditions of which are hereby incorporated into and made a part of this Note. 2 3. Lender Optional Conversion. 3.1. Lender Conversion Price. Subject to adjustment as set forth in this Note..., the conversion price for each Lender Conversion (as defined below) shall be $0.004 (the "Lender Conversion Price"). 3.2. Lender Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid in full, including without limitation (i) until any Optional Prepayment Date (even if Lender has received an Optional Prepayment Notice) or at any time thereafter with respect to any amount that is not prepaid, and (ii) during or after any Fundamental Default Measuring Period, at its election, to convert (each instance of conversion is referred to herein as a "Lender Conversion") all or any part of the Outstanding Balance into shares ("Lender Conversion Shares") of fully paid and non-assessable common stock, $0.00001 par value per share ("Common Stock"), of Borrower as per the following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the "Conversion Amount") divided by the Lender Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each, a "Lender Conversion Notice") may be effectively delivered to Borrower by any method of Lender's choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), and all Lender Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion to Lender in accordance with Section 9 below within three (3) Trading Days of Lender's delivery of the Lender Conversion Notice to Borrower. 3.3. Application to Installments. Notwithstanding anything to the contrary herein, including without limitation Section 8 hereof, Lender may, in its sole discretion, apply all or any portion of any Lender Conversion toward any Installment Conversion (as defined below), even if such Installment Conversion is pending, as determined in Lender's sole discretion, by delivering written notice of such election (which notice may be included as part of the applicable Lender Conversion Notice) to Borrower at any date on or prior to the applicable Installment Date. In such event, Borrower may not elect to allocate such portion of the Installment Amount being paid pursuant to this Section 3.3 in the manner prescribed in Section 8.3; rather, Borrower must reduce the applicable Installment Amount by the Conversion Amount described in this Section 3.3.View More
Security. This Note is secured by that certain Security Agreement of even date herewith, as the same may be amended from time to time (the "Security Agreement"), executed by Borrower in favor of Lender encumbering the Investor Trust Deed Notes, as more specifically set forth in the Security Agreement, all the terms and conditions of which are hereby incorporated into and made a part of this Note. unsecured. 2 3. Lender Optional Conversion. 3.1. Lender Conversion Price. Subject to adjustment as set forth i...n this Note, the conversion price for each Lender Conversion (as defined below) shall be $0.004 (the "Lender Conversion Price"). 3.2. Lender Conversions. Lender has the right at any time after the Purchase Price Date earlier of (a) the effectiveness of the Registration Statement, and (b) the date that is six (6) months from the Effective Date, until the Outstanding Balance has been paid in full, including without limitation (i) until any Optional Prepayment Date (even if Lender has received an Optional Prepayment Notice) or at any time thereafter with respect to any amount that is not prepaid, and (ii) during or after any Fundamental Default Measuring Period, at its election, to convert (each instance of conversion is referred to herein as a "Lender Conversion") ("Conversion") all or any part portion of the Outstanding Balance any Conversion Eligible Tranche into shares ("Lender Conversion ("Conversion Shares") of fully paid and non-assessable common stock, $0.00001 $0.001 par value per share ("Common Stock"), of Borrower as per the following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the "Conversion Amount") divided by the Lender Conversion Price. Price (as defined below). Conversion notices in the form attached hereto as Exhibit A (each, a "Lender Conversion "Conversion Notice") may be effectively delivered to Borrower by any method set forth in the "Notices" Section of Lender's choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), the Purchase Agreement (as defined in the Exchange Agreement), and all Lender Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion to Lender in accordance with Section 9 below within three (3) 8 below. 3.2. Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Conversion shall be calculated pursuant to the following formula: 70% multiplied by the lowest trade price for a share of Common Stock during the ten (10) Trading Days of Lender's delivery of the Lender Conversion Notice to Borrower. 3.3. Application to Installments. Notwithstanding anything to the contrary herein, including without limitation Section 8 hereof, Lender may, in its sole discretion, apply all or any portion of any Lender Conversion toward any Installment Conversion (as defined below), even if such Installment Conversion is pending, as determined in Lender's sole discretion, by delivering written notice of such election (which notice may be included as part of immediately preceding the applicable Lender Conversion Notice) to Borrower at any date on or prior to the applicable Installment Date. In such event, Borrower may not elect to allocate such portion of the Installment Amount being paid pursuant to this Section 3.3 (the "Conversion Price"); provided, however, in the manner prescribed in Section 8.3; rather, Borrower must reduce the applicable Installment Amount by no event shall the Conversion Amount described in this Section 3.3. Price be less than the Floor Price. View More
Security. This Note is secured by that certain Security Agreement of even date herewith, as the same may be amended from time to time (the "Security Agreement"), executed by Borrower in favor of Lender encumbering the Investor Trust Deed Notes, all of Borrower's assets, as more specifically set forth in the Security Agreement, all the terms and conditions of which are hereby incorporated into and made a part of this Note. 2 3. Lender Optional Conversion. 3.1. Lender Conversion Price. Subject to adjustment... as set forth in this Note, the conversion price for each Lender Conversion (as defined below) shall be $0.004 (the "Lender Conversion Price"). 3.2. Lender Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid in full, including without limitation (i) (a) until any Optional Prepayment Date (even if Lender has received an Optional Prepayment Notice) or at any time thereafter with respect to any amount that is not prepaid, and (ii) (b) during or after any Fundamental Default Measuring Period, at its election, to convert (each instance of conversion is referred to herein as a "Lender Conversion") all or any part of the Outstanding Balance into shares ("Lender Conversion Shares") of fully paid and non-assessable common stock, $0.00001 $0.0001 par value per share ("Common Stock"), of Borrower as per the following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the "Conversion Amount") divided by the Lender Conversion Price. Price (as defined below). Conversion notices in the form attached hereto as Exhibit A (each, a "Lender Conversion Notice") may be effectively delivered to Borrower by any method of Lender's choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), and all Lender Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion to Lender in accordance with Section 9 below within three (3) Trading Days of Lender's delivery of the below. 3.2. Lender Conversion Notice Price. Subject to Borrower. 3.3. Application adjustment as set forth in this Note, the price at which Lender has the right to Installments. Notwithstanding anything to the contrary herein, including without limitation Section 8 hereof, Lender may, in its sole discretion, apply convert all or any portion of the Outstanding Balance into Common Stock is $1.70 per share of Common Stock (the "Lender Conversion Price"). However, in the event the Market Capitalization falls below the Minimum Market Capitalization at any time, then in such event (a) the Lender Conversion toward any Installment Conversion (as defined below), even if such Installment Conversion is pending, as determined in Lender's sole discretion, by delivering written notice Price for all Lender Conversions occurring after the first date of such election (which notice may be included as part occurrence shall equal the lower of the applicable Lender Conversion Notice) Price and the Market Price as of any applicable date of Conversion, and (b) the true-up provisions of Section 11 below shall apply to Borrower at any all Lender Conversions that occur after the first date on or prior the Market Capitalization falls below the Minimum Market Capitalization provided that all references to the applicable Installment Date. In such event, Borrower may not elect "Redemption Notice" in Section 11 shall be replaced with references to allocate such portion a "Lender Conversion Notice" for purposes of the Installment Amount being paid pursuant to this Section 3.3 in the manner prescribed 3.2, all references to "Redemption Conversion Shares" in Section 8.3; rather, Borrower must reduce the applicable Installment Amount by the 11 shall be replaced with references to "Lender Conversion Amount described in Shares" for purposes of this Section 3.3. 3.2, and all references to the "Redemption Conversion Price" in Section 11 shall be replaced with references to the "Lender Conversion Price" for purposes of this Section 3.2. View More
Security. This Note is secured by by: (a) that certain Security Agreement of even date herewith, herewith by and between Borrower and Lender, as the same may be amended from time to time (the "Security Agreement"), executed by whereby Borrower granted a security interest in all of its assets in favor of Lender encumbering to secure the Investor Trust Deed Notes, performance of its obligations under this Note, as more specifically set forth in the Security Agreement, all the terms and conditions of which a...re hereby incorporated into and made a part of this Note. 2 Note; and (b) that certain Pledge Agreement of even date herewith by and between Borrower and Lender, as the same may be amended from time to time (the "Pledge Agreement"), whereby Borrower pledged all of its right, title and interest in and to the Sino-Top Interest to secure the performance of its obligations under this Note, as more specifically set forth in the Pledge Agreement, all the terms and conditions of which are hereby incorporated into and made a part of this Note 3. Lender Optional Conversion. 3.1. Lender Conversion Price. Subject to adjustment as set forth in this Note, the conversion price for each Lender Conversion (as defined below) shall be $0.004 $0.015 (the "Lender Conversion Price"). However, in the event the Market Capitalization falls below $4,000,000.00 at any time, then in such event (a) the Lender Conversion Price for all Lender Conversions occurring after the first date of such occurrence shall equal the lower of the Lender Conversion Price and the Market Price as of any applicable date of Conversion, and (b) the true-up provisions of Section 11 below shall apply to all Lender Conversions that occur after the first date the Market Capitalization falls below $4,000,000.00 provided that all references to the "Installment Notice" in Section 11 shall be replaced with references to a "Lender Conversion Notice" for purposes of this Section 3.1, all references to "Installment Conversion Shares" in Section 11 shall be replaced with references to "Lender Conversion Shares" for purposes of this Section 3.1, and all references to the "Installment Conversion Price" in Section 11 shall be replaced with references to the "Lender Conversion Price" for purposes of this Section 3.1. 3.2. Lender Conversions. Lender has the right at any time after the six (6) month anniversary of the Purchase Price Date until the Outstanding Balance has been paid in full, including without limitation (i) until any Optional Prepayment Date (even if Lender has received an Optional Prepayment Notice) or at any time thereafter with respect to any amount that is not prepaid, and (ii) during or after any Fundamental Default Measuring Period, at its election, to convert (each instance of conversion is referred to herein as a "Lender Conversion") all or any part of the Outstanding Balance into shares ("Lender Conversion Shares") of fully paid and non-assessable common stock, $0.00001 $0.0001 par value per share ("Common Stock"), of Borrower as per the following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the "Conversion Amount") divided by the Lender Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each, a "Lender Conversion Notice") may be effectively delivered to Borrower by any method of Lender's choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), and all Lender Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion to Lender in accordance with Section 9 below within three (3) Trading Days of Lender's delivery of the Lender Conversion Notice to Borrower. below. 3.3. Application to Installments. Notwithstanding anything to the contrary herein, including without limitation Section 8 hereof, Lender may, in its sole discretion, apply all or any portion of any Lender Conversion toward any Installment Conversion (as defined below), even if such Installment Conversion is pending, as determined in Lender's sole discretion, by delivering written notice of such election (which notice may be included as part of the applicable Lender Conversion Notice) to Borrower at any date on or prior to the applicable Installment Date. In such event, Borrower may not elect to allocate such portion of the Installment Amount being paid pursuant to this Section 3.3 in the manner prescribed in Section 8.3; rather, Borrower must reduce the applicable Installment Amount by the Conversion Amount described in this Section 3.3. View More
Security. This Note and the Other Notes are secured to the extent and in the manner set forth in the Transaction Documents (including, without limitation, the Security Agreement, the other Security Documents and the Guaranties).
Security. This Note and the Other Notes are secured to the extent and in the manner set forth in the Transaction Documents (including, without limitation, the Security Agreement, Agreement and the other Security Documents and the Guaranties). Documents).
Security. This Note and the Other Notes are secured to the extent and in the manner set forth in the Transaction Documents (including, without limitation, the Security Agreement, Agreement and the other Security Documents and the Guaranties). Documents).
Security. This Note and the Other Notes are is secured to the extent and in the manner set forth in the Transaction Exchange Documents (including, without limitation, the Security Agreement, the other Security Documents and the Guaranties).
Security. The Indebtedness is secured by, among other things, that certain Healthcare Mortgage, Assignment of Leases, Rents and Revenue and Security Agreement, dated as of the date of this Note (the "Borrower's Security Instrument"), and reference is made to the Borrower's Security Instrument for other rights of Lender as to collateral for the Indebtedness.
Security. The Indebtedness is secured by, among other things, that certain Healthcare Mortgage, Deed of Trust, Assignment of Leases, Rents and Revenue and Security Agreement, Agreement (Texas), dated as of the date of this Note (the "Borrower's "Borrower Security Instrument"), and reference is made to the Borrower's Borrower Security Instrument for other rights of Lender as to collateral for the Indebtedness.
Security. Concurrently with Tenant's execution of this Lease, Tenant shall deposit with Landlord the sum of $50,000 Dollars which sum (the "Security Deposit") shall be held by Landlord as security for the faithful performance of all of the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision of this Lease, including, without limitation, the provisions relating to the payment of rental and other sums due h...ereunder, Landlord shall have the right, but shall not be required, to use, apply or retain all or any part of the Security Deposit for the payment of rental or any other amount which Landlord may spend or become obligated to spend by reason of Tenant's default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount and Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep any deposit under this Section separate from Landlord's general funds, and Tenant shall not be entitled to interest thereon. If Tenant fully and faithfully performs every provision of this Lease to be performed by it, the Security Deposit, or any balance thereof, shall be returned to Tenant or, at Landlord's option, to the last assignee of Tenant's interest hereunder, at the expiration of the term of this Lease and after Tenant has vacated the Premises. In the event of termination of Landlord's interest in this Lease, Landlord shall transfer all of the security deposit then held by Landlord under this Section to Landlord's successor in interest, whereupon Tenant agrees to release Landlord from all liability for the return of such deposit or the accounting thereof. Tenant waives to the fullest extent permitted by law the provisions of California Civil Code Section 1950.7, and all other provisions of laws now in force or that become in force after the date of execution of this Lease, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy default in the payment of Rent, to repair damage caused by Tenant, or to clean the Premises. Landlord and Tenant agree that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other foreseeable or unforeseeable loss or damage caused by the act or omission of Tenant or any of Tenant's agents or invitees, including but not limited to future Rent to the extent recoverable from Tenant under applicable laws.View More
Security. Concurrently 21.1 Financial Statements. Tenant shall furnish to Landlord, on or before the 90th day following the end of each fiscal year, the financial statements of Tenant and of any Guarantor for the preceding fiscal year (consisting of a balance sheet and a profit and loss statement) each prepared by a certified public accountant in accordance with generally accepted accounting principles (or other method approved by Landlord) consistently applied. However, Tenant is not required to furnish ...such statements if and so long as Tenant is a public company whose financial statements are readily available online. -41- 21.2 Deposit. Contemporaneously with Tenant's execution and delivery of this Lease, Tenant shall deposit with Landlord the sum of $50,000 Dollars which sum (the "Security Deposit") shall amount specified in the Basic Lease Terms preceding this Lease, such amount to be held by Landlord during the Lease Term as security for the faithful Tenant's performance of all its obligations hereunder. In the alternative, Tenant may deliver a Letter of Credit in such amount and in compliance with the terms, covenants, and conditions provisions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect Exhibit G. The following provisions apply to any provision cash Security Deposit and any proceeds of this Lease, including, without limitation, a Letter of Credit, which shall be deemed the provisions relating to the payment Security Deposit. If an Event of rental and other sums due hereunder, Default occurs, Landlord shall have the right, but shall not be required, to may use, apply or retain all or any part portion of the Security Deposit for the payment of rental or any other amount sum to which Landlord may spend or become obligated to spend by reason of Tenant's default default, or to compensate Landlord for any other loss or damage which that Landlord may suffer by reason of Tenant's default. thereby. If Landlord so uses or applies all or any portion of the Security Deposit is so used or applied, Deposit, Tenant shall, within ten (10) days after written demand therefor, therefor from Landlord, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original the full amount stated in the Basic Lease Terms, and Tenant's failure to do so shall be a material breach constitute an Event of Default under this Lease. If, but only if, no Event of Default shall have occurred hereunder (after giving effect to any applicable cure period) and Tenant is not a debtor in a bankruptcy proceeding, then following written request by Tenant for each reduction, Landlord will reduce the amount of the Security Deposit by 10% of its original amount on the date that is the 95th day following the final day of the 24th full calendar month following the Commencement Date of the Lease, and by the same amount on the same date of each calendar year thereafter until the amount declines to 50% of its original amount; the amount of the Security Deposit shall not be further reduced. If Tenant performs all of Tenant's obligations hereunder, Landlord shall return the Security Deposit (or so much thereof as has not theretofore been applied by Landlord as permitted under this Section 21.2) within sixty (60) days following the date of expiration of the Lease Term or the date on which Tenant has vacated the Premises. Landlord shall not be required to keep any deposit under this Section the Security Deposit separate from Landlord's its general funds, and Tenant shall not be entitled to interest thereon. If Tenant fully and faithfully performs every provision of this Lease to be performed by it, on the Security Deposit, or Deposit. Landlord shall deliver the funds constituting the Security Deposit hereunder to any balance thereof, shall be returned to Tenant or, at Landlord's option, to the last assignee of Tenant's interest hereunder, at the expiration of the term of this Lease and after Tenant has vacated the Premises. In the event of termination purchaser of Landlord's interest in this Lease, the Premises, whether by sale, foreclosure, deed in lieu of foreclosure, or otherwise, and upon such delivery, Landlord shall transfer all of the security deposit then held by Landlord under this Section to Landlord's successor in interest, whereupon Tenant agrees to release Landlord be discharged from all any further liability for the return of such deposit or the accounting thereof. Tenant waives with respect to the fullest extent permitted by law Security Deposit. Tenant hereby waives the provisions of California Civil Code Section 1950.7, and all other provisions of laws any law, now or hereafter in force or that become in force after the date of execution of this Lease, effect, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy default defaults in the payment of Rent, rent, to repair damage caused by Tenant, Tenant or to clean the Premises. Landlord and Tenant agree Premises, it being agreed that Landlord may, in addition, claim those sums specified in this Section 21.2 above and/or those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable loss or damage unforeseeable, caused by the act acts or omission omissions of Tenant or any officer, employee, agent, contractor or invitee of Tenant's agents Tenant. If Landlord transfers this Lease (as part of a transfer of the Project or invitees, including but not limited otherwise), then Landlord shall be relieved of all liability to future Rent Tenant arising or accruing after the date of such transfer, provided the Security Deposit is transferred to said transferee. Tenant shall look solely to the extent recoverable from transferee for return of any Security Deposit. Tenant under applicable laws. hereby grants Landlord a security interest in the Security Deposit. View More
Security. Concurrently 21.1 Financial Statements. Tenant shall furnish to Landlord, on or before the 90th day following the end of each fiscal year, the unaudited financial statements of Tenant and of any Guarantor for the preceding fiscal year (consisting of a balance sheet and a profit and loss statement) each prepared by a certified public accountant in accordance with Tenant's generally accepted accounting principles (or other method approved by Landlord) consistently applied. 21.2 Deposit. (a) On or ...before August 1, 2017, Tenant shall deliver to Landlord a letter of credit in the amount specified in the summary of Basic Lease Terms preceding this Lease and in the form and otherwise in compliance with Exhibit F, the provisions of which are incorporated herein. If Landlord does not receive the letter of credit on or before August 31, 2017, then Tenant shall pay to Landlord an additional sum equal to $500.00 per day from and including August 31, 2017 to and including the date the letter of credit is delivered. By their execution of this Lease, Landlord and Tenant confirm that such late charge represents a fair and reasonable estimate of the administrative and other costs that Landlord will incur by reason of any such late delivery, that the late charge is in addition to any and all remedies available to Landlord, and that the assessment and/or collection of the late charge shall not be deemed a waiver by Landlord of such failure or of any other default under this Lease. (b) The following provisions of this Section 21.2 apply to any cash drawn from the letter of credit that Landlord elects to hold as a cash deposit with Landlord the sum of $50,000 Dollars which sum (the "Security Deposit") shall be held by Landlord as security for the faithful performance of all of the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. Deposit"). (c) If Tenant defaults with respect to any provision of this Lease, including, without limitation, the provisions relating to the payment of rental and other sums due hereunder, Landlord shall have the right, but shall not be required, to may use, apply or retain all or any part portion of the Security Deposit for the payment of rental or any other amount sum to which Landlord may spend or become obligated to spend by reason of Tenant's default default, or to compensate Landlord for any other loss or damage which that Landlord may suffer by reason of Tenant's default. thereby. If Landlord so uses or applies all or any portion of the Security Deposit is so used or applied, Deposit, Tenant shall, within ten (10) days after -36- written demand therefor, therefor from Landlord, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original the full amount and stated in this Section 21.2. If Tenant performs all of Tenant's failure to do obligations hereunder, Landlord shall return the Security Deposit (or so shall be a material breach much thereof as has not theretofore been applied by Landlord as permitted under this Section 21.2) within thirty (30) days following the date of this Lease. expiration of the Lease Term or the date on which Tenant has vacated the Premises. Landlord shall not be required to keep any deposit under this Section the Security Deposit separate from Landlord's its general funds, and Tenant shall not be entitled to interest thereon. If Tenant fully and faithfully performs every provision of this Lease to be performed by it, on the Security Deposit, or any balance thereof, Deposit. Landlord shall be returned entitled to Tenant or, at Landlord's option, deliver the funds constituting the Security Deposit hereunder to the last assignee of Tenant's interest hereunder, at the expiration of the term of this Lease and after Tenant has vacated the Premises. In the event of termination any purchaser of Landlord's interest in this Lease, the Premises, whether by sale, foreclosure, deed in lieu of foreclosure, or otherwise, and upon such delivery, Landlord shall be discharged from any further liability with respect to the Security Deposit. If Landlord transfers this Lease (as part of a transfer all of the security deposit Project or otherwise), then held by Landlord under this Section to Landlord's successor in interest, whereupon Tenant agrees to release Landlord from shall be relieved of all liability for the return of such deposit to Tenant arising or the accounting thereof. Tenant waives to the fullest extent permitted by law the provisions of California Civil Code Section 1950.7, and all other provisions of laws now in force or that become in force accruing after the date of execution such transfer, provided the Security Deposit is transferred to said transferee. Tenant shall look solely to the transferee for return of this Lease, which provide that any Security Deposit. Tenant hereby grants Landlord may claim from a security deposit only those sums reasonably necessary to remedy default interest in the payment of Rent, to repair damage caused by Tenant, or to clean the Premises. Landlord and Tenant agree that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other foreseeable or unforeseeable loss or damage caused by the act or omission of Tenant or any of Tenant's agents or invitees, including but not limited to future Rent to the extent recoverable from Tenant under applicable laws. Security Deposit. 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Security. Concurrently Tenant shall deposit with Landlord, upon Tenant's execution of this Lease, Tenant shall the security deposit specified in Paragraph N of the Basic Lease Provisions ("Security Deposit") with Landlord the sum of $50,000 Dollars which sum (the "Security Deposit") shall be held by Landlord as security for the full and faithful performance by Tenant of all of the terms, covenants, every term and conditions covenant of this Lease to be kept and performed by Tenant during Lease. In the ter...m hereof. If event Tenant defaults with respect to in the performance of any provision of its obligations hereunder, or otherwise breaches this Lease, including, without limitation, the provisions relating to the payment of rental and other sums due hereunder, Landlord shall have the right, but shall not be required, to may use, apply apply, or retain all or any part portion of the Security Deposit for the payment of rental or any other amount which due Landlord may spend or become obligated to spend by reason of Tenant's default or to reimburse or compensate Landlord for any other liability, cost, expense, loss or damage (including attorneys' fees) which Landlord may shall suffer or incur by reason of Tenant's default. thereof. If Landlord uses or applies all or any portion of the Security Deposit is so used or applied, Deposit, Tenant shall, within ten (10) days after written demand therefor, request therefore deposit cash monies with Landlord in an amount sufficient to restore the Security Deposit to its original the full amount and Tenant's failure to do so shall be a material breach required by this Lease. Upon the expiration or earlier termination of this Lease. Lease and performance of all of Tenant's obligations hereunder, Landlord shall not be required return the Security Deposit or any balance thereof to keep any deposit under this Section separate from Landlord's general funds, and Tenant. Tenant shall not be entitled to any interest thereon. If Tenant fully and faithfully performs every provision of this Lease to be performed by it, on the Security Deposit, or any balance thereof, and Landlord shall be returned entitled to Tenant or, at Landlord's option, to commingle the last assignee of Tenant's interest hereunder, at the expiration Security Deposit with its general funds. No part of the term of this Lease and after Security Deposit shall be considered to be held in trust, to bear interest for its use, or to be a prepayment for any-monies to be paid by Tenant has vacated the Premises. In the event of termination of Landlord's interest in this Lease, Landlord shall transfer all of the security deposit then held by Landlord under this Section to Landlord's successor in interest, whereupon Tenant agrees to release Landlord from all liability for the return of such deposit or the accounting thereof. Tenant waives to the fullest extent permitted by law the provisions of California Civil Code Section 1950.7, and all other provisions of laws now in force or that become in force after the date of execution of this Lease, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy default in the payment of Rent, to repair damage caused by Tenant, or to clean the Premises. Landlord and Tenant agree that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other foreseeable or unforeseeable loss or damage caused by the act or omission of Tenant or any of Tenant's agents or invitees, including but not limited to future Rent to the extent recoverable from Tenant under applicable laws. Lease. View More
