Covenants, Agreements, Representations and Warranties. (a) Each Pledgor hereby represents and warrants to the Secured Parties that:
(i) Each Pledgor is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Each Pledgor is the sole and lawful legal, record, and beneficial owner of its Collateral, and has full right, power, and authority to enter into this Agreement and to perform each and all of the matters and things herein provided for. The execution and delivery of this Agreement, and the observance and performance by each Pledgor of each of the matters and things herein set forth, will not (i) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon any Pledgor or any provision of any Pledgor’s Organization Documents or any covenant, indenture or agreement of or affecting any Pledgor or any of its property or (ii) result in the creation or imposition of any lien or encumbrance on any property of any Pledgor except for the lien and security interest granted to the Collateral Agent hereunder.
(ii) Each Pledgor’s legal name, jurisdiction of organization, chief executive office, and organizational identification number (if any) are correctly set forth on Schedule D to this Agreement.
(iii) None of the Collateral constitutes margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System).
(iv) The Collateral and every part thereof is and shall be free and clear of all security interests, liens, attachments, levies, and encumbrances of every kind, nature, and description and whether voluntary or involuntary, except for the security interest of the Collateral Agent hereunder.
(b) Each Pledgor hereby covenants and agrees with the Secured Parties that:
(i) No Pledgor shall change its jurisdiction of organization without the Collateral Agent’s prior written consent. No Pledgor shall change its legal name or any location set forth on Schedule D hereto without giving 30 days’ prior written notice of its intent to do so to the Collateral Agent (provided in all cases such locations shall be within the United States of America).
(ii) Each Pledgor shall warrant and defend the Collateral against any claims and demands of all persons at any time claiming the same or any interest in the Collateral adverse to the Secured Parties.
(iii) Each Pledgor will promptly pay when due all taxes, assessments, and governmental charges and levies upon or against it or its Collateral...
Covenants, Agreements, Representations and Warranties. The Debtors hereby covenant and agree with, and represent and warrant to, the Secured Creditors that:
(a) Each Debtor is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization, is the sole and lawful owner of the Collateral granted by it hereunder and has the power and authority to enter into this Agreement and to perform each and all of the matters and things herein provided for. Each Debtor's Federal tax identification number is set forth under its name under Column 1 on Schedule A.
(b) Each Debtor's respective chief executive office is at the location listed under Column 2 on Schedule A attached hereto opposite such Debtor's name; and such Debtor has no other executive offices or places of business other than those listed under Column 3 on Schedule A attached hereto opposite such Debtor's name. The Collateral owned or leased by each Debtor is and shall remain in such Debtor's possession or control at the locations listed under Columns 2 and 3 on Schedule A attached hereto opposite such Debtor's name (collectively for each Debtor, the "Permitted Collateral Locations"), except as to any Collateral sold or otherwise disposed of in accordance with this Agreement and Section 8.10 of the Credit Agreement. If for any reason any Collateral is at any time kept or located at a location other than a Permitted Collateral Location, the Agent shall nevertheless have and retain a lien on and security interest therein. No Debtor shall move its chief executive office or maintain a place of business at a location other than those specified under Columns 2 or 3 on Schedule A or permit any Collateral to be located at a location other than a Permitted Collateral Location, in each case without first providing the Agent at least 30 days prior written notice of the Debtor's intent to do so; provided that each Debtor shall at all times maintain its chief executive office, places of business, and Permitted Collateral Locations in the United States of America and, with respect to any new chief executive office or place of business or location of Collateral, such Debtor shall have taken all action reasonably requested by the Agent to maintain the lien and security interest of the Agent in the Collateral at all times fully perfected and in full force and effect.
(c) The Collateral and every part thereof is and shall be free and clear of all security interests, liens (including, without limitation, mechanics', laborers'...
Covenants, Agreements, Representations and Warranties. (a) Each Debtor hereby represents and warrants to the Secured Parties that:
(i) Each Debtor is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Each Debtor is the sole and lawful owner of its Collateral, and has full right, power, and authority to enter into this Agreement and to perform each and all of the matters and things herein provided for.
(ii) As of the Escrow Release Date, each Debtor’s respective sole place of business or chief executive office, as applicable, is at the address listed on Schedule 1(a) to the Perfection Certificate opposite such Debtor’s name.
(iii) As of the Escrow Release Date, each Debtor’s legal name and jurisdiction of organization are correctly set forth on Schedule 1(a) to the Perfection Certificate. As of the Escrow Release Date, no Debtor has transacted business at any time since February 1, 2011, and does not currently transact business, under any other legal names other than the prior legal names set forth on Schedule 1(b) to the Perfection Certificate or the other names set forth on Schedule 1(c) to the Perfection Certificate.
(iv) As of the Escrow Release Date, Schedule 6 to the Perfection Certificate contains a true, complete, and current listing of all material patents, trademarks and copyrights owned by each of the Debtors as of the date hereof that are registered or the subject of a pending application with any United States federal governmental authority, and exclusive licenses of copyrights to which a Debtor is a party, other than to the extent the same constitutes Excluded Property. As of the date thirty (30) days after the Escrow Release Date (or fifteen (15) days for copyrights), the supplement to Schedule 6 to the Perfection Certificate to be provided by the Borrower will set forth a true, complete and current listing of any other patents, trademarks or copyrights owned by each of the Debtors as of the Escrow Release Date that are registered or the subject of a pending application with any United States federal governmental authority, and exclusive licenses of copyrights to which a Debtor is a party, other than to the extent the same constitutes Excluded Property, and other than any patent, trademark or copyright or exclusive copyright license where the Borrower has filed or caused to be filed an applicable Intellectual Property Security Agreement with the United States Patent and Trademark Office or the United States Copyright Office promptly after...
Covenants, Agreements, Representations and Warranties. Borrower hereby covenants and agrees with, and represents and warrants to, the Lender that:
(a) Borrower is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Borrower is the sole and lawful owner of its Collateral, and has full right, power, and authority to enter into this Agreement and to perform each and all of the matters and things herein provided for. The execution and delivery of this Agreement, and the observance and performance of each of the matters and things herein set forth, will not (i) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon Borrower or any provision of Borrower’s organizational documents (e.g., charter, articles or certificate of incorporation and bylaws or similar organizational documents) or any covenant, indenture or agreement of or affecting Borrower or any of its property or (ii) result in the creation or imposition of any lien or encumbrance on any property of Borrower except for the lien and security interest granted to the Lender hereunder.
(b) Borrower’s chief executive office is located at 0000 Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, and Borrower has no other executive offices or places of business other than those listed under on Schedule A attached hereto. The Collateral is and shall remain in Borrower’s possession or control at the locations listed on Schedule A attached hereto (the “Permitted Collateral Locations”). If for any reason any Collateral is at any time kept or located at a location other than a Permitted Collateral Location, the Lender shall nevertheless have and retain a lien on and security interest therein. Borrower shall not move its chief executive office or maintain a place of business at a location other than those specified on Schedule A or permit any Collateral to be located at a location other than a Permitted Collateral Location, in each case without first providing the Lender at least 30 days prior written notice of Borrower’s intent to do so; provided that Borrower shall at all times maintain its chief executive office, places of business, and Permitted Collateral Locations in the United States of America unless specifically agreed to in writing by the Lender and Borrower shall have taken all action reasonably requested by the Lender to maintain the lien and security interest of the Lender in the Collateral at all times fully perfected and in full force and effect.
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Covenants, Agreements, Representations and Warranties. 9.1 Seller hereby covenants to and agrees with Purchaser as follows:
9.1.1 At all times from the date of this Agreement to the Closing, Seller shall cause to be maintained in force (i) all Permits and Bonds and (ii) casualty and liability insurance with respect to damage or injury to person or property occurring on the Property in at least such amounts as are maintained by Seller on the date of this Agreement;
9.1.2 At all times from the date of this Agreement to the Closing, Seller shall keep and perform all of the obligations to be performed by the landlord under the Tenant Leases for the improvements situated on the Land, including without limitation any maintenance of the Property to be performed by the landlord under such Tenant Leases. Seller agrees to use its best efforts from the date hereof to retain the existing tenants and to secure new tenants for the Property, at rentals and upon terms and conditions approved by Purchaser in Purchaser's reasonable judgment, but Seller shall not enter into any new or renewal leases for a term which would expire later than September 1, 2005, nor shall Seller enter into any new or renewal service, maintenance or management agreement with respect to all or any portion of the Property without Purchaser's prior written approval;
9.1.3 Seller shall obtain all such written consents and approvals as may be required in order to permit Seller to perform its obligations under this Agreement except that Purchaser shall be responsible for applying for and obtaining Lender's approval for Purchaser's assumptions of the Existing Financing;
9.1.4 Prior to the Closing, Seller shall manage and use the Property in accordance with all Applicable Laws and in substantially the same manner as it has been managed and used up to and including the date hereof, subject, however, to all relevant provisions of this Agreement;
Covenants, Agreements, Representations and Warranties. Each Debtor hereby covenants and agrees with, and represents and warrants to the Agent and the Lenders that:
(a) Such Debtor is duly organized and existing under the laws of the state of its organization, is the sole and lawful owner of its Collateral and has full right, power and authority to enter into this Agreement and to perform each and all of the matters and things herein provided for; and the execution and delivery of this Agreement, and the observance and performance of any of the matters and things herein set forth, will not violate or contravene any provision of law or of the articles of incorporation, by-laws or operating agreement of such Debtor, as applicable, or of any indenture where such violation or contravention would have a Material Adverse Effect, loan agreement or other agreement of or affecting such Debtor or any of its properties, or result in the creation or imposition of any liens or encumbrance on any property of such Debtor.
(b) The Collateral is in each Debtor's possession at the locations listed under Column 1 on Schedule A attached hereto. Each Debtor's respective chief executive office and chief place of business is listed opposite its name on Schedule A attached hereto and the Debtors have no other places of business other than those listed under Column 4 on Schedule A attached hereto. No Debtor will, without the Agent's prior written consent, remove its Collateral from the locations specified in the first sentence of this Section 3(b) other than temporarily in the normal course of business or to deliver the Collateral to any purchaser thereof in connection with any sale or other disposition of such Collateral expressly permitted by the Credit Agreement (provided that if for any reason Collateral is at any time kept or located at locations other than its present location or locations hereafter consented to by the Agent shall nevertheless have and retain a security interest therein). The aggregate value of all Debtors' Collateral located in the State of Tennessee shall not at any time exceed $5,000.
(c) The Collateral and every part thereof is and will be free and clear of all security interests, liens (including, without limitation, mechanic's, laborer's and statutory liens), attachments, levies and encumbrances of every kind, nature and description and whether voluntary or involuntary except for the security interest of the Agent, the Agent therein and as otherwise provided in the Credit Agreement (including without limita...
Covenants, Agreements, Representations and Warranties. Each Debtor hereby represents and warrants to the Secured Parties that:
Covenants, Agreements, Representations and Warranties. AND the Mortgagor covenants and agrees with and represents and warrants to the Mortgagee as follows:
Covenants, Agreements, Representations and Warranties. The Debtors hereby covenant and agree with, and represent and warrant to, the Agent and the Lenders that:
(a) Each Debtor is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization, is the sole and lawful owner of the Collateral granted by it hereunder and has the power and authority to enter into this Agreement and to perform each and all of the matters and things herein provided for. Each Debtor's Federal tax identification number is set forth under its name on Schedule A.
(b) As of the date of this Agreement, (i) each Debtor's respective chief executive office is at the location listed on Schedule A attached hereto opposite such Debtor's name; and (ii) such Debtor has no other executive offices or places of business other than those listed on Schedule A attached hereto opposite such Debtor's name. The Collateral owned or leased by each Debtor is and shall remain in such Debtor's possession or control at the locations listed on Schedule A attached hereto opposite such Debtor's name (such locations, together with any locations as to which a Debtor has given the Agent notice pursuant to the following sentence, are referred to collectively for each Debtor as the "Permitted Collateral Locations"), except as to any Collateral sold or otherwise disposed of in accordance with this Agreement and Section 7.11
Covenants, Agreements, Representations and Warranties. (a) Each Debtor hereby represents and warrants to the Secured Parties that:
(i) Each Debtor is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Each Debtor is the sole and lawful owner of its Collateral, and has full right, power, and authority to enter into this Agreement and to perform each and all of the matters and things herein provided for. The execution and delivery of this Agreement, and the observance and performance of each of the matters and things herein set forth, will not (i) violate any provision of law or any judgment, injunction, order or decree binding upon such Debtor, (ii) contravene or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation or by-laws, articles of association or operating agreement, partnership agreement or other similar document) of such Debtor, (iii) contravene or constitute a default under any covenant, indenture or agreement of or affecting such Debtor or any of its Property, in each case, where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (iv) result in the creation or imposition of any Lien on any Property of such Debtor other than the Liens granted to the Collateral Agent pursuant to this Agreement and Permitted Liens, except with respect to clauses (i), (iii) and (iv), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could not reasonably be expected to result in a Material Adverse Effect.
(ii) As of the Closing Date, each Debtor’s respective chief executive office is at the location listed under Column 2 on Schedule A attached hereto opposite such Debtor’s name.
(iii) As of the Closing Date, each Debtor’s legal name, jurisdiction of organization and organizational number (if any) are correctly set forth under Column 1 on Schedule A of this Agreement. As of the Closing Date, no Debtor has transacted business at any time during the immediately preceding five-year period, and does not currently transact business, under any other legal names other than the prior legal names set forth on Schedule B attached hereto.
(iv) Schedule C attached hereto contains a true, complete, and current listing of all patents, trademarks, copyrights, and other intellectual property rights owned by each of the Debtors as of the date her...
