Additional Confirmations. The Credit Parties hereby represent, warrant and covenant as follows: (i) that the Lender’s Liens and security interests in all of the “Collateral” (as such term is defined in the Credit Agreement and in the Security Agreements), are and remain valid, perfected, first-priority security interests in such Collateral, and the Credit Parties have not granted any other Liens or security interests of any nature or kind in favor of any other Person affecting any of such Collateral, except for Permitted Liens.
Additional Confirmations. The Borrower and Guarantors hereby represent, warrant and covenant as follows: (i) that the Lender’s Liens and security interests in all of the “Collateral” (as such term is defined in the Purchase Agreement and each of the Security Agreements) are and remain valid, perfected, first-priority security interests in such Collateral, subject only to Permitted Liens, and neither the Borrower, nor the Guarantors, have granted any other Liens or security interests of any nature or kind in favor of any other Person affecting any of such Collateral.
Additional Confirmations. The Borrower hereby represents, warrants and covenants as follows: (i) that the Lender’s Liens and security interests in all of the “Collateral” (as such term is defined in the Security Agreement) are and remain valid, perfected, first-priority security interests in such Collateral, and the Borrower has not granted any other Liens or security interests of any nature or kind in favor of any other Person affecting any of such Collateral.
Additional Confirmations. The Company and Guarantor each hereby represents, warrants and covenants as follows: (i) that the Buyer’s security interests in all of the “Collateral” (as such term is defined in the Security Agreement executed by the Company and the Security Agreement executed by Guarantor, as applicable to each of the Company and Guarantor) are and remain valid, perfected, first-priority security interests in such Collateral, respectively and as applicable, and neither the Company, nor Guarantor, has granted any other Encumbrances or security interests of any nature or kind in favor of any other Person affecting any of such Collateral, respectively and as applicable.
Additional Confirmations. The Company hereby represents, warrants and covenants that TCA’s security interests in all of the “Collateral” (as such term is defined in the Company Security Agreement) are and remain valid, perfected, first-priority security interests in such Collateral, and the Company has not granted any other liens, security interests, or other encumbrances of any nature or kind in favor of any other “Person” (as defined in the Note) affecting any of such Collateral.
Additional Confirmations. At Company’s request and expense, during and after the term of this Agreement, Consultant will assist and cooperate with Company in all respects, and will execute documents, and will take such further acts reasonably requested by Company to enable Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Consultant Work Product. Consultant hereby appoints the officers of Company as Consultant’s “Attorney-In-Fact” to execute documents on behalf of Consultant for this limited purpose.
Additional Confirmations. This Certificate will be binding on Talent’s successors, assigns, administrators and heirs. This Certificate will inure to the benefit of Producer’s successors, assigns, lessees, licensees and mortgagees. Upon reasonable request Talent will execute, acknowledge and deliver such additional instruments as are reasonably necessary to effectuate or confirm the intent or purpose of this Certificate and which are not inconsistent herewith.
Additional Confirmations. Each party acknowledges and agrees that: (i) as set forth in the and (b) higher, higher, Liquidated publisher damages and elimination of default damages are intended for a reasonable measure of expected probable damage caused, respectively, by material default and typical service area; 12 <PAGE>(ii) the parties acknowledge that damages incurred by the Publisher (including actual, direct, indirect, indirect, special and other losses) may exceed or be less than the amount of liquidated losses of the Publisher or liquidated default losses, if possible; (iii) neither the Loss Liquidable Publisher nor the default liquidation service area is a punishment of any kind; and (iv) The publisher of the elimination of losses and the service area by default liquidated losses were agreed at the distance of arms between the parties of equal bargaining power, both of which were represented by a competent lawyer. (d)
Additional Confirmations. Sumter. Sumter does hereby represent, warrant and covenant to and for the benefit of Lender as follows: (i) that there are no Liens or security interests of any nature or kind granted by Sumter or encumbering or affecting any of the Collateral of Sumter in favor of any other Person; (ii) that Sumter owns and has good title to, or has valid leasehold interests in, all property and assets comprising or otherwise used or needed to construct and operate the “CHP Plant” (as hereinafter defined); and (iii) that the CHP Plant is being developed, constructed, and operated only by and through Sumter, and no part of the CHP Plant, or the assets or property to construct and operate same, or the revenues generated therefrom, are owned by any other Person other than Sumter or shall be assigned or transferred to any other Person. For purposes of this Amendment, the term “CHP Plant” shall mean that certain CHP Plant being developed and constructed and to be operated by Sumter on the site of the Pilgrim’s Pride Chicken processing plant in Sumter, South Carolina.
Additional Confirmations. During the life of the Agreement, the Guarantor commits to perform all the acts and actions that, in the reasonable opinion of Citibank, may be necessary in order to (i) maintain the full efficacy and effect of the guarantee constituted by this agreement or to permit the Executor to perform any and all the acts and actions described in this Agreement; (ii) protect the rights of Citibank under this Agreement and permit Citibank to exercise and demand its rights and resources pursuant to this Agreement; and (iii) perform any act or action that may be necessary to comply with the purposes of this Agreement, including but not limited to, the execution and delivery of any instruments and documents and the performance of any acts or actions that may be necessary for the purpose of obtaining and preserving the rights deriving from this Stock Pledge.
