Common use of Collateral Representations Clause in Contracts

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) 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 ClosingThird Amendment Effective Date or as contemplated hereby or by the Collateral Documents. Except for filings and other actions completed on or prior to the Closing ClosingThird Amendment Effective 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 ClosingThird Amendment Effective 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 ClosingThird Amendment Effective 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 ClosingThird Amendment Effective 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) The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, 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 . Except for filings and taking other actions to be completed on or prior to the Closing Date or and 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 or protect such Liens. . (b) Set forth on Schedule 5.19(b), as of the Closing Date, is a list of all Intellectual Property registered registered, filed 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 could 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 and, to the knowledge of the Loan Parties, the use of any Intellectual Property by any Loan Party or any of its Restricted Subsidiaries or the granting of a right or a license in respect of any Intellectual Property from any Loan Party or any of its Restricted Subsidiaries does not, to the best of any Loan Party’s knowledge, not 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 or any of its Restricted Subsidiaries 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. (c) Set forth on Schedule 5.19(c), as of the Closing Date, is a list of all real property located in the United States that is owned or leased by any Loan Party (in each case, including (i) the name of the Loan Party owning (or leasing) such property, (ii) with respect to each Mortgaged Property, the number of buildings located on such property, (iii) the property address, and (iv) the city, county, state and zip code which such property is located).