Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / perfection-certificate.docx
perfection-certificate.docx
High · 1
Medium · 3
Standard · 2
Section 1: Grantor Information
Section 1: Grantor Information Set forth below is certain identifying and organizational information with respect to each Grantor. The information in this Section 1 is provided for purposes of UCC perfection and to enable the Secured Party to verify the exact legal names, jurisdictions of organization, and filing office information for each Grantor. All information is true, correct, and complete as of the date hereof
Section 2: Organizational Structure
Standard
⚑ Commercial term
Section 2: Organizational Structure Set forth below is a description of the corporate hierarchy of the Borrower and its subsidiaries as of the date hereof. The ownership percentages reflected below represent both economic and voting interests, unless otherwise noted. Arbor Health Technologies Inc. is the ultimate parent entity of the corporate group. The Borrower is publicly traded on the Nasdaq Global Select Market
Section 3: Locations of Collateral
Section 3: Locations of Collateral Set forth below is a complete list of all locations where tangible Collateral (including, without limitation, equipment, inventory, books and records, servers, and other tangible personal property) of any Grantor is maintained, stored, or otherwise located as of the date hereof. Real Property Ownership. No Grantor owns any real property as of the date hereof. All locations listed ab
Section 4: Deposit Accounts
Section 4: Deposit Accounts Set forth below is a complete list of all deposit accounts maintained by each Grantor as of the date hereof, together with relevant account information and the status of deposit account control agreements ("DACAs") with respect to each such account. Subsidiaries Without Separate Accounts. Neither Arbor Health Holdings LLC nor Arbor Health Platform Services Inc. maintains any separate depos
Section 5: Existing Liens and Financing Statements
Medium
⚑ Assignment / subcontracting
Section 5: Existing Liens and Financing Statements The information set forth in this Section 5 is based upon UCC lien searches conducted on August 12, 2024, by Meridian Filing Services Inc. (2711 Centerville Road, Suite 400, Wilmington, DE 19808) against each Grantor at the Office of the Secretary of State of the State of Delaware. Copies of the search reports have been delivered to the Secured Party and its counsel.
Section 6: Intellectual Property
High
⚑ Non-compete / exclusivity restraint
Section 6: Intellectual Property This Section 6 sets forth a summary schedule of all material registered intellectual property owned by each Grantor as of the date hereof. A complete and detailed schedule of all intellectual property constituting Collateral under the Security Agreement is attached as Schedule 2 to the Security Agreement. In the event of any inconsistency between this Section 6 and Schedule 2 to the S
Section 7: Commercial Tort Claims
Section 7: Commercial Tort Claims As of the date hereof, no Grantor is a claimant in any commercial tort claim (as such term is defined in Article 9 of the Uniform Commercial Code). Each Grantor agrees to promptly notify the Secured Party in writing if any Grantor becomes a claimant in any commercial tort claim with a claimed or reasonably anticipated potential value in excess of $500,000 and, upon such notification,
Section 8: Letter-of-Credit Rights
Medium
⚑ Assignment / subcontracting
Section 8: Letter-of-Credit Rights As of the date hereof, no Grantor has any letter-of-credit rights (as such term is defined in Article 9 of the Uniform Commercial Code). No Grantor is the beneficiary of any letter of credit issued by any bank or financial institution. Each Grantor agrees to promptly notify the Secured Party in writing if any Grantor becomes the beneficiary of any letter of credit and, upon such not
Section 9: Investment Property and Securities Accounts
Section 9: Investment Property and Securities Accounts 9.1 Certificated Securities The following equity interests owned by the Grantors are evidenced by certificates and are to be delivered to the Secured Party (or to a securities intermediary designated by the Secured Party) together with undated stock powers, membership interest transfer instruments, or similar transfer documents duly endorsed in blank, as post-clo
Section 10: Instruments and Chattel Paper
Standard
⚑ Commercial term
Section 10: Instruments and Chattel Paper No Grantor holds any promissory notes, instruments (as defined in Section 9-102 of the Uniform Commercial Code), or tangible chattel paper (as defined in Section 9-102 of the Uniform Commercial Code) with an individual face amount in excess of $250,000 as of the date hereof, other than certain intercompany promissory notes among the Grantors and their subsidiaries. All such i
Section 11: Additional Information
Medium
⚑ Liability cap to check against exposure
Section 11: Additional Information 11.1 Fiscal Year Each Grantor's fiscal year ends on December 31 of each calendar year. No Grantor has changed its fiscal year within the past five (5) years. 11.2 Taxpayer Identification The Federal Employer Identification Numbers (EINs) for each Grantor are as follows: 11.3 Organizational Identification Numbers (Delaware Secretary of State) The file numbers assigned by the Delaware