Covenants and Warranties. Grantor represents, warrants, covenants and agrees as follows:
(a) Grantor is now the sole owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantor to its customers in the ordinary course of business.
(b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantor is bound.
(c) During the term of this IP Agreement, Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantor in the ordinary course of business or as set forth in this IP Agreement;
(d) To its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property Collateral violates the rights of any third party;
(e) Grantor shall promptly advise Lender of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantor in or to any Trademark, Patent, Copyright, or Mask Work specified in this IP Agreement;
(f) Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents, Copyrights, and Mask Works, (ii) use its best efforts to detect infringements of the Trademarks, Patents, Copyrights, and Mask Works and promptly advise Lender in writing of material infringements detected and (iii) not allow any Trademarks, Patents, Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld, unless Grantor determines that reasonable business practices suggest that abandonment is appropriate.
(g) Grantor shall take such further actions as Lender may reasonably request from time to time to perfect or continue the perfection of Lender’s interest in the Intellectual Property Collateral;
(h) This IP Agreement creates, and in the case of after acquired Intellectual Property Collateral this IP Agreement will create, at the time Grantor first has rights in such after acquired Intellectual Property Collateral, in favor of Lender a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by t...
Covenants and Warranties. To induce the other to enter into this Agreement, each of the Assignee and the Assignor warrants and covenants with respect to itself that:
Covenants and Warranties. 7. A. Manager covenants and warrants that:
1. Manager is qualified to manage the Properties and perform the services assumed hereunder has, and will have at the relevant time the resources, capacity, expertise and ability in terms of equipment, software, know-how and personnel to provide the services in the manner required under this Agreement;
2. Manager has all rights necessary (including licenses) to provide the services it is obligated to provide under this Agreement;
3. all reporting and invoicing for services will be compatible with and integrate with Owner’s systems as communicated between the parties;
4. Manager shall require any Third Party Sub-Managers to implement, at their own cost and expense, appropriate internal controls including an SAS 70 audit or similar internal audit report;
5. Manager’s use of any software (other than its own software) or equipment relating to the services provided under this Agreement will not infringe the intellectual property rights of any other person;
6. Manager will supply the services promptly, diligently and professionally, in accordance with the highest professional standards and practices;
7. the services will be fit for the purposes and meet the criteria set out in the Reporting Requirements;
8. Manager will:
(a) efficiently use the resources or services necessary to provide the services;
(b) perform the services in the most cost-effective manner consistent with the required level of quality and performance;
9. Manager’s signing, delivery and performance of this Agreement will not constitute:
(a) a violation of any judgment, order or decree;
(b) a material default under any material contract by which it or any of its assets are bound; or
(c) an event that would, with notice or lapse of time, or both, constitute such a default;
10. Manager has the requisite power and authority to enter into this Agreement and to carry out the obligations contemplated by this Agreement;
11. Manager represents that it is and will continue to be an Equal Opportunity Employer;
12. Manager represents and warrants that (a) Manager and each person or entity owning an interest in Manager is (i) not currently identified on the Specially Designated Nationals and Blocked Persons List and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the “List”), and (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactio...
Covenants and Warranties. Assignor represents, warrants, covenants and agrees as follows:
(a) Assignor is now the sole owner of the Collateral, except for non-exclusive licenses granted by Assignor to its customers in the ordinary course of business.
(b) Listed on Exhibits A-1 and A-2 are all copyrights owned by Assignor, in which Assignor has an interest, or which are used in Assignor's business.
(c) Each employee, agent and/or independent contractor who has participated in the creation of the property constituting the Collateral has either executed an assignment of his or her rights of authorship to Assignor or is an employee of Assignor acting within the scope of his or her employment and was such an employee at the time of said creation.
(d) All of Assignor's present and future software, computer programs and other works of authorship subject to United States copyright protection, the sale, licensing or other disposition of which results in royalties receivable, license fees receivable, accounts receivable or other sums owing to Assignor (collectively, "Receivables"), have been and shall be registered with the United States Copyright Office prior to the date Assignor requests or accepts any loan from Assignee with respect to such Receivables and prior to the date Assignor includes any such Receivables in any accounts receivable aging, borrowing base report or certificate or other similar report provided to Assignee, and Assignor shall provide to Assignee copies of all such registrations promptly upon the receipt of the same.
(e) Assignor shall undertake all reasonable measures to cause its employees, agents and independent contractors to assign to Assignor all rights of authorship to any copyrighted material in which Assignor has or may subsequently acquire any right or interest.
(f) Performance of this Assignment does not conflict with or result in a breach of any agreement to which Assignor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this Assignment constitutes an assignment.
(g) During the term of this Agreement, Assignor will not transfer or otherwise encumber any interest in the Collateral, except for non-exclusive licenses granted by Assignor in the ordinary course of business or as set forth in this Assignment;
(h) Each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenfo...
Covenants and Warranties. Grantor represents, warrants, covenants and agrees as follows:
(a) Grantor has no present maskworks, software, computer programs and other works of authorship registered with the United States Copyright Office except as disclosed on Exhibit A-1 hereto.
(b) Grantor shall undertake all reasonable measures to cause its employees, agents and independent contractors to assign to Grantor all rights of authorship to any copyrighted material in which Grantor has or may subsequently acquire any right or interest.
(c) Grantor shall promptly advise Secured Party of any Trademark, Patent or Copyright not specified in this Agreement, which is hereafter acquired by Grantor.
(d) Grantor shall not register any maskworks, software, computer programs or other works of authorship subject to United States copyright protection with the United States Copyright Office without first complying with the following: (i) providing Secured Party with at least 15 days prior written notice thereof, (ii) providing Secured Party with a copy of the application for any such registration and (iii) executing and filing such other instruments, and taking such further actions as Secured Party may reasonably request from time to time to perfect or continue the perfection of Secured Party’s interest in the Collateral, including without limitation the filing with the United States Copyright Office, simultaneously with the filing by Grantor of the application for any such registration, of a copy of this Agreement or a Supplement hereto in form acceptable to Secured Party identifying the maskworks, software, computer programs or other works of authorship being registered and confirming the grant of a security interest therein in favor of Secured Party.
Covenants and Warranties. Mortgagor covenants, warrants and agrees as follows:
1.1 Mortgagor is lawfully seized of the Mortgaged Property and has the right to encumber it with the lien created by this Mortgage, which lien is subject only to the Permitted Exceptions. Mortgagor will defend the title thereto in any action affecting the rights of the Mortgagee hereunder and pay all costs of any such action (including, but not limited to, reasonable attorneys' fees actually incurred), whether or not such action (a) progresses to judgment, or (I)) is brought by or against Mortgagee.
1.2 Subject to the terms of Section 5.11 of the Loan Agreement, Mortgagor will pay or cause to be paid (before they become delinquent) all taxes and exhibit the receipts therefor to Mortgagee. The term "taxes" as used in this Section 1.2 shall be deemed to include all assessments, impositions and other governmental charges, ordinary or extraordinary, foreseen or unforeseen, that may be levied, assessed or otherwise become a lien upon or charge against the Mortgaged Property, or the interest created therein by this Mortgage. After the occurrence of an Event of Default and upon written demand by Mortgagee, Mortgagor will deposit or cause to be deposited monthly with Mortgagee or its duly authorized agent an amount that will create a fund sufficient to make each and every payment of taxes in the future as the same shall become due and payable. Such deposits shall be received and held by Mortgagee or its agent, in a non- interest bearing account, unless othenvise required by law, and applied to the payment of each installment of such taxes as it becomes due and payable and Mortgagor shall furnish to Mortgagee or its agent, promptly upon receipt, the tax bills with respect thereto. If Mortgagor shall have deposited amounts in the aggregate more than sufficient to pay such taxes, the excess shall be applied by Mortgagee toward the deposits next required to be made hereunder or at its election shall be repaid to Mortgagor. All of Mortgagor's interest in such deposits is hereby assigned by Mortgagor to Mortgagee, and Mortgagor hereby pledges to Mortgagee an interest in such deposits, as additional security for the performance of the obligations secured hereby. Upon performance in full of all indebtedness secured hereby, any monthly deposits then held by Mortgagee or its agent shall be repaid to Mortgagor, or as otherwise may be required by law.
Covenants and Warranties. All statements and facts contained in any memorandum, certificate, instrument, or other document delivered by or on behalf of the parties hereto for information or reliance pursuant to this Agreement, shall be deemed representations, covenants and warranties by the parties hereto under this Agreement. All representations, covenants and warranties of the parties shall survive the Closing and all inspections, examinations, or audits on behalf of the parties, shall expire one year following the Closing.
Covenants and Warranties. The covenants, representations and warranties of the Vendors contained in this Agreement or in any other document delivered pursuant to it shall be true and correct as of the Closing Date with the same force and effect as if such covenants, representations and warranties had been made on and as of that date.
Covenants and Warranties. Borrowers and Accommodation Parties hereby make the following warranties, representations and covenants regarding their collective ownership of the Mortgaged Property, liens and/or encumbrances thereon, and use thereof, and all of such warranties, representations and covenants shall survive the foreclosure of this Mortgage:
A. They are cumulatively lawfully seized in fee simple of that portion of the Mortgaged Property that is real property as described hereinabove and cumulatively are the absolute owners of that portion of the Mortgaged Property that is personal property;
B. They have the right and power to mortgage and convey the Mortgaged Property;
C. They are in full compliance with all of the terms, conditions, covenants and warranties contained in any and all mortgages, deeds of trust, contract for deeds, leases, or other security agreements that create a lien that has a priority over the lien created by this Mortgage;
D. All real estate taxes and special assessments that apply to the Mortgaged Property have been paid to date and are current;
E. All buildings, improvements, and fixtures now or hereafter located on the real property described hereinabove are, or will be, located entirely within the boundaries of such real property, and
F. Borrowers will fully comply with all the terms and conditions of the Note.
Covenants and Warranties. 32 22. Supplements to the Trustee Acts........................................ 36 23. Supplemental provisions regarding the Security Trustee................. 42 24. Remuneration and Indemnification of the Security Trustee............... 46 25. Appointment of New Security Trustee and removal of Security Trustee....
