Collateral Representations. No Person other than the Credit Parties, owns or has other rights in the Collateral, and the Collateral is valid and genuine Collateral, free from any Lien of any kind, other than the Lien of Lender and Permitted Liens.
Collateral Representations. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed prior to the Closing Date, filings and other actions to be completed subsequent to the Closing Date in accordance with Section 6.15 and where perfection is not required pursuant to the terms of this Agreement or the Collateral Documents, no filing or other action will be necessary to perfect such Liens.
Collateral Representations. The Borrower or, in the case of the Mortgaged Premises, a Subsidiary, is the sole owner of the Collateral, free from any Lien of any kind, other than the Lien of the Bank and the Liens permitted by Section 8.2 of this Agreement.
Collateral Representations. No Person other than the Company, owns or has other rights in the Collateral, and the Collateral is free from any lien of any kind, other than the lien of Buyer.
Collateral Representations. Each Borrower is the sole owner of the Collateral pledged by such Borrower hereunder, free from any Lien of any kind, other than the Permitted Liens.
Collateral Representations. (a) [Intentionally Omitted].
(b) Documents, Instrument, and Tangible Chattel Paper. Set forth on Schedule 3.16(b), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 5.2, is a description of all Documents (as defined in the UCC), Instruments (as defined in the UCC), and Tangible Chattel Paper (as defined in the UCC) of the Credit Parties (including the Credit Party owning such Document, Instrument and Tangible Chattel Paper and such other information as reasonably requested by the Administrative Agent) with an aggregate value in excess of $500,000.
(c) Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts and Uncertificated Investment Property. Set forth on Schedule 3.16(c), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 5.2, is a description, in each case, with an individual value in excess of $200,000, of all Deposit Accounts (as defined in the UCC), Electronic Chattel Paper (as defined in the UCC), Letter-of-Credit Rights (as defined in the UCC), Securities Accounts (as defined in the UCC) and uncertificated Investment Property (as defined in the UCC) of the Credit Parties, including the name of (i) the applicable Credit Party, (ii) in the case of a Deposit Account, the depository institution and average amount held in such Deposit Account, (iii) in the case of Electronic Chattel Paper, the account debtor, (iv) in the case of Letter-of-Credit Rights, the issuer or nominated person, as applicable, and (v) in the case of a Securities Account or other uncertificated Investment Property, the Securities Intermediary or issuer and the average amount held in such Securities Account, as applicable.
Collateral Representations. The full and correct legal name, type of organization, jurisdiction of organization and mailing address of the Maker and PEC respectively are correctly set forth in Schedule 1. The Equity Interests are not certified. The Equity Interests are duly authorized, validly existing, fully paid and non‑assessable, and none of the Equity Interests are or will be while the Obligations are outstanding, subject to any contractual restriction, or any restriction under the organizational documents of the Maker except as contemplated herein.
Collateral Representations. After the execution and delivery of the Collateral Documents following the occurrence of the Trigger Event in accordance with Section 5.12:
(a) The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent, for the benefit of the holders of the Obligations, a legal, valid and enforceable first priority Lien (subject to Liens permitted by Section 7.2) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed prior to the occurrence of the Trigger Event and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens.
(b) No Mortgage encumbers improved real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968, except to the extent that the applicable Loan Party maintains flood insurance with respect to such improved real property in compliance with the requirements of Section 4.19(c).
(c) Each Loan Party maintains, if available, fully paid flood hazard insurance on all Flood Hazard Properties, with such deductibles as are commercially acceptable for Persons of established reputation engaged in similar business as the Loan Parties and on such terms and in such amounts as required by Flood Insurance Laws or as otherwise reasonably required by the Administrative Agent.
Collateral Representations. (a) The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described therein, subject to making filings and taking other actions to be completed on or prior to the Closing Date or as contemplated hereby or by the Collateral Documents. Except for filings and other actions completed on or prior to the Closing Date or as contemplated hereby or by the Collateral Documents, no filing or other action will be necessary to perfect such Liens. (b) Set forth on Schedule 5.19(b), as of the Closing Date, is a list of all Intellectual Property registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by each Loan Party as of the Closing Date. Except for such claims and infringements that would not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does any Loan Party know of any such claim, and the use of any Intellectual Property by any Loan Party or any of its Subsidiaries or the granting of a right or a license in respect of any Intellectual Property from any Loan Party or any of its Subsidiaries does not, to the best of any Loan Party’s knowledge, infringe on the rights of any Person. As of the Closing Date, none of the Intellectual Property registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by any of the Loan Parties is subject to any licensing agreement or similar arrangement (other than non-exclusive outbound licenses entered into in the ordinary course of business) except as set forth on Schedule 5.19(b). 5.20
Collateral Representations. (a) Set forth on Schedule 3.16(a) is list of the all real Property owned by each Credit Party as of the Closing Date showing for each such real Property as of the date hereof the street address, county or other relevant jurisdiction, state and record owner thereof. Each Credit Party and each Subsidiary has good, marketable and insurable fee simple title to the real Property owned by such Person, free and clear of all Liens, other than Permitted Liens.
(b) Set forth on Schedule 3.16(b) is list of the all real Property leased by each Credit Party as of the Closing Date as a lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. To the knowledge of the Credit Parties, each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms (except as such enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles).
(c) Set forth on Schedule 3.16(c) is a list of all locations (other than owned locations) where any tangible personal property of the Credit Parties and their Subsidiaries with a fair market value in excess of $250,000 is located as of the Closing Date, including county and state where located. Except as specifically noted on Schedule 3.16(c), as of the Closing Date, no personal property of any Credit Party is (i) is stored with a bailee, warehouseman, processor or similar Person or (ii) consigned to any Person.
(d) Set forth on Schedule 3.16(d) is the following information for each Credit Party as of the Closing Date (i) exact legal name and any former legal names during the five years prior to the Closing Date, (ii) the state of incorporation or formation, (iii) the type of organization, (iv) the location of the chief executive office and principal place of business, (v) the federal tax identification number and, if applicable, state organization number and (vi) business phone number.
(e) Set forth on Schedule 3.16(e) is a list as of the Closing Date of all deposit and securities accounts of each Credit Party at any bank or other financial institution, or any other account where money is or may be deposited or maintained with any Person as of the Closing Date, including the same of the applicable depository institution/securities intermediary and average amount held in such Deposit Account;
(f) Set forth on Schedule 3.16(f) a list as of the Closin...
