Affirmative Representations, Warranties and Covenants Sample Clauses

Affirmative Representations, Warranties and Covenants. Borrower represents, warrants and covenants that:
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Affirmative Representations, Warranties and Covenants. Debtor represents, covenants, and warrants the following: (a) The Security Agreement has been duly executed by Debtor and is enforceable against Debtor in accordance with its terms; (b) Except as provided herein, Debtor shall not pledge, sell, assign, transfer, create or suffer to exist any security interest in or other lien or encumbrance on any part of the Collateral; (c) Debtor has good, valid and marketable title to the Collateral free and clear of all liens, pledges, claims, options, restrictions, encumbrances, and equities of any nature whatsoever except the security interest granted hereby and as otherwise expressly provided herein; (d) Debtor is not a party to, nor bound by, any agreement, instrument, or understanding restricting the transfer of Collateral except for this Security Agreement; (e) Debtor’s mailing address is 00000 X 0xx Xxxxxx Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000; (f) If Mr. Xxxxx shall resign or cease to act as President or Chief Executive Officer of Borrower on any date, then Mr. Xxxxx shall immediately resign from the Board of Directors of Borrower on the same date thereof; (g) all shares of common stock of Borrower held by Debtor are certificated; and (h) all certificates and instruments representing the Collateral shall be delivered by Debtor to the Custodian within two (2) days following the date of this Agreement in accordance with the Control Agreement.
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Related to Affirmative Representations, Warranties and Covenants

  • Company Representations, Warranties and Covenants The Company hereby represents, warrants and agrees as follows:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

  • Additional Representations, Warranties and Covenants Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrowers:

  • Mutual Representations, Warranties and Covenants Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows:

  • Purchaser’s Representations, Warranties and Covenants In order to induce the Issuer to sell and issue the Securities to the Purchaser under one or more exemptions from registration under the Securities Act, the Purchasers, severally and not jointly, represent and warrant to the Issuer, and covenant with the Issuer, that:

  • GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

  • Representations, Warranties and Covenants of the Purchaser The Purchaser hereby represents and warrants to, and covenants for the benefit of, the Trust that:

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

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