{"id":41298,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/security-agreement-gateway-companies-inc-and-einstein-computer.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"security-agreement-gateway-companies-inc-and-einstein-computer","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/security-agreement-gateway-companies-inc-and-einstein-computer.html","title":{"rendered":"Security Agreement &#8211; Gateway Companies Inc. and Einstein Computer Corp."},"content":{"rendered":"<pre>                               SECURITY AGREEMENT\n\n\nGateway Companies, Inc., a Delaware Corporation (\"Gateway\" or the \"Secured\nParty\") and Einstein Computer Corporation, a Florida corporation (\"Einstein\")\nagree for good and valuable consideration:\n\nSECURITY INTEREST. Einstein hereby grants a security interest in the following\nproperty to Gateway (the \"Secured Property\"):\n\nAll goods shipped to Einstein by or on behalf of Gateway and its affiliates,\nincluding all Gateway personal computers and related peripheral products\n(collectively \"Products\"), together with proceeds and accounts receivable from\nthe sale of such Products and all insurance proceeds, whether now owned or\nhereafter acquired. Upon Gateway's acceptance of Einstein's full payment of all\nabove orders, this Security Agreement and associated security filing shall be\nterminated.\n\nThis security agreement is made to secure indebtedness of Einstein, Inc. to\nGateway Companies, Inc., for the purchase by Einstein from Gateway of Products\nfrom Gateway and its affiliates pursuant to purchase orders entered on and after\nthe effective date of this Agreement.\n\nWARRANTIES. Einstein warrants to Secured Party that it has or will have on\nacquisition full title to the Secured Property and that the Secured Property is\nsubject to no other liens, charges or encumbrances and that there are no\nfinancing statements on file naming Einstein as debtor that might create a lien\non the Secured Property.\n\nINSURANCE. Einstein shall maintain the Products in good repair, ordinary wear\nand tear excepted, and shall insure the same for its full value. Einstein shall\nprovide to Gateway certificates of insurance. Secured Party shall be named as a\nloss payee on a long form standard loss payable clause. Should Einstein fail to\nmaintain such coverage, Secured Party may obtain the same and Einstein shall pay\nSecured Party for the same, together with interest at the highest legal rate on\nany amounts advanced by the Secured Party.\n\nWAREHOUSE. Einstein shall maintain the Products in its warehouse located at 1601\nN. Harrison Parkway, Suite 200, Bldg. A, Sunrise, FL until shipped to a customer\nand shall clearly mark the Products as subject to a security interest of\nGateway. The Products shall be insured for loss with Gateway named as an\nadditional payee in the event of loss.\n\n\nDELIVERY OF SECURED PROPERTY. If any of the Products is purchased through the\ncreation of any chattel paper or instruments, Einstein shall promptly, but in\nany event within two business days, deliver such Secured Property to Gateway.\n\nDEFAULT. Upon default, as is defined herein, Secured Party shall have all of the\nrights given to a secured party under the Uniform Commercial Code, Article 9.\n\nDefault shall be defined as:\n\n     1.  Any failure to comply with any covenant set forth in this Agreement or\n         any agreement related to the indebtedness secured by this agreement,\n         including but not limited to a failure to timely pay as provided;\n     2.  The entry of a judgment, tax lien or other charge against Einstein\n         which is not satisfied or superseded within thirty days of inception;\n     3.  Any of the Secured Property shall be subject to a security interest\n         other than the security interest herein granted in favor of Secured\n         Party.\n     4.  Such other commercially reasonably reason that leads Secured Party in\n         good faith to believe that its security is in peril.\n\nFURTHER ACTIONS. Einstein shall execute any and all financing statements or\nother documents which are requested by Secured Party and which Secured Party\ndetermines may be desirable or necessary to perfect Secured Party's lien.\n\nEinstein appoints Gateway as its agent to file any and all financing statements\nwhich may be necessary or required to perfect Gateway's security interest, and\nEinstein hereby authorizes Gateway to execute the same for Einstein.\n\nGOVERNING LAW; VENUE This Agreement and any controversy arising out of or in\nrelation to it shall be governed by the law of the State of California\n(conflicts of laws provisions excepted), and, the parties hereby submit to the\njurisdiction of the state and federal courts of the State of California, which\nshall have exclusive jurisdiction over all controversies in connection herewith.\nReseller hereby waives any right to assert any rights or defenses within any\nother jurisdiction or to require that litigation regarding this Agreement take\nplace elsewhere.\n\nSEVERABILITY If any provision of this Agreement shall be declared void, invalid,\nor illegal, the validity or legality of all other provisions of the Agreement\nshall not be affected thereby.\n\nNOTICES. Except as otherwise provided in this Agreement, all notices, demands\nand other communications hereunder shall be in writing and shall be delivered\npersonally or sent by facsimile, other electronic means or nationally recognized\novernight courier service addressed to the party to whom such notice or other\ncommunication is to be given or made at such party's address as set forth below,\nor to such other address as such party may designate in writing to the other\nparty from time to time in accordance with the provisions hereof, and shall be\ndeemed given when personally delivered, when sent electronically or one (1)\nbusiness day after being sent by overnight courier.\n\n\n         To Einstein:      Einstein Computer Corporation\n                           1601 N. Harrison Parkway\n                           Suite 200, Bldg. A\n                           Sunrise, FL  33323\n                           Attention:  Michael Samach, CFO\n                           Facsimile:  954.267.0401\n\n         To Gateway:       Gateway, Inc.\n                           4545 Towne Centre Court\n                           San Diego, CA 92121\n                           Attention:  Cliff Holtz, Senior Vice President\n                           Facsimile:  858.799. 3413\n\n     with copies to:       Gateway Companies, Inc.\n                           4545 Towne Centre Court\n                           San Diego, CA 92121\n                           Attention:  William M. Elliott, General Counsel\n                           Facsimile:  858.799.3413\n\n         EITHER PARTY MAY CHANGE THE ADDRESS TO WHICH NOTICE MUST BE SENT BY\n         GIVING WRITTEN NOTICE OF SUCH CHANGE TO THE OTHER PARTY IN THE MANNER\n         PROVIDED HEREIN.\n\n\nASSIGNABILITY This Agreement may not be assigned without the prior written\nconsent of the other party.\n\nENTIRE AGREEMENT. This document represents the entire agreement between the\nparties, and there are no agreements or representations which are not stated\nherein. This agreement may not be modified unless it is in writing and signed by\nboth parties.\n\nEFFECTIVE DATE.  This Agreement is effective as of the date set forth below.\n\nGateway Companies, Inc.                    Einstein Computer Corporation\n\nBy: \/s\/ JOHN J. TODD                       By: \/s\/ MICHAEL SAMACH\n    ----------------------------               -----------------------------\n\nName: John J. Todd                         Name: Michael Samach\n      Senior Vice President, CFO                 Chief Financial Officer\n\nDate: September 23rd, 2000                 Date: September 23rd, 2000\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7606],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9560,9570],"class_list":["post-41298","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gateway-inc","corporate_contracts_industries-technology__hardware","corporate_contracts_types-finance","corporate_contracts_types-finance__security"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41298","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41298"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41298"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41298"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41298"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}