Common use of Covenants Representations Warranties Clause in Contracts

Covenants Representations Warranties. You hereby covenant, represent, and warrant as follows (which representations and warranties are true as of the date hereof and shall be true on the date of any draft against the Loan Account): (a) upon request you will furnish the Bank a copy of your annual business financial statement for the year, as well as the personal financial statements of the guarantors, all in form and substance acceptable to the Bank; (b) upon request you will furnish the Bank with copies of the signed tax returns (with schedules) filed by you or any of your guarantors for the past three (3) years and throughout the term of this Agreement; (c) you are either a corporation, partnership, limited liability company or limited liability partnership or sole proprietorship duly organized, validly existing in good standing and duly qualified to do business in the State of New York; (d) you have full power and authority to enter into this Agreement, and nothing in this Agreement contravenes any law, regulation, bylaw or contractual obligation binding upon you and will furnish proof of same to the Bank; (e) this Agreement constitutes your valid and legally binding obligation in accordance with its terms and has been fully authorized by all necessary action; (f) there are no pending nor, to the best of your knowledge, any threatened actions or proceedings before any court or administrative agency which, if determined against you, (or any guarantor) would have a material adverse effect on your (or any guarantor’s) financial condition, operations, or ability to repay; (g) you will maintain all collateral in good working order and repair, will keep it free of all liens and encumbrances, will notify the Bank of any loss or damage to the collateral, and will not sell, transfer, lease, or encumber the collateral; (h) the reports and information furnished by you and any guarantor are true and accurate in all material respects; (i) you will maintain your principal business demand deposit account with the Bank; (j) you will keep your assets insured against theft and destruction; (k) you will permit the Bank to examine your books and records, and audit your inventory; and (k)

Covenants Representations Warranties. You a. Grantor hereby covenant, represent, represents and warrant as follows warrants to Grantee the following: (which representations and warranties are true as i) Grantor is the owner in fee simple of the date hereof Easement Areas, free and shall be true on clear of all liens and encumbrances; (ii) Grantor has the date of any draft against the Loan Account): (a) upon request you will furnish the Bank a copy of your annual business financial statement for the yearfull authority and power to enter into and perform its obligations under this Agreement, as well as the personal financial statements of the guarantorsand, all in form and substance acceptable to the Bank; (b) upon request you will furnish extent applicable, the Bank with copies person or persons executing this Agreement on behalf of Grantor have the signed tax returns (with schedules) filed by you or any of your guarantors for the past three (3) years and throughout the term of this Agreement; (c) you are either a corporation, partnership, limited liability company or limited liability partnership or sole proprietorship duly organized, validly existing in good standing and duly qualified to do business in the State of New York; (d) you have full power and authority to enter into this Agreement, and nothing in deliver this Agreement contravenes any law, regulation, bylaw or contractual obligation binding upon you and will furnish proof on behalf of same Grantor; (iii) to the Bankbest of Grantor’s knowledge, there is no condemnation proceeding pending or threatened against all or any portion of the Premises; (eiv) this Agreement constitutes your valid and legally binding obligation in accordance with its terms and has been fully authorized by all necessary action; (f) there are no claim, litigation, proceeding, or investigation is pending noror, to the best of your Grantor’s knowledge, any threatened actions against Grantor or proceedings before any court or administrative agency which, if determined against you, (all or any guarantorportion of the Premises that could affect Grantee’s use of the Easement Areas as contemplated herein; (v) would have Grantor has not filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors or suffered the appointment of a material adverse effect on your receiver to take possession of substantially all of its assets; (vi) to the best of Grantor’s knowledge, the Premises is in compliance with all applicable laws, ordinances and regulations, including those governing Hazardous Materials (as defined below); (vii) to the best of Grantor’s knowledge, there is no proceeding pending or threatened to change the zoning status of the Premises; (viii) Grantor is not indebted to any party, including, without limitation, any local or state or the federal government for which a lien or claim of lien has been or could be asserted against all or any guarantor’s) financial condition, operations, or ability to repayportion of the Premises; (gix) you will maintain there are no leases, written or oral, affecting all collateral in good working order or any portion of the Easement Areas, except for any agreements entered into between Grantee or its affiliates and repair, will keep it free of all liens and encumbrances, will notify the Bank of any loss or damage to the collateral, and will not sell, transfer, lease, or encumber the collateral; (h) the reports and information furnished by you and any guarantor are true and accurate in all material respects; (i) you will maintain your principal business demand deposit account with the Bank; (j) you will keep your assets insured against theft and destruction; (k) you will permit the Bank to examine your books and records, and audit your inventory; and (k)third parties;

Covenants Representations Warranties. You hereby covenant5.1 Each Guarantor covenants, representwarrants, and warrant represents to Company that (i) such Guarantor is: (a) a direct or indirect equity owner of HCE and, as follows such, will benefit by virtue of the Vessel Purchase Agreements; (ii) such Guarantor has all requisite power, authority and capacity to enter into and perform all obligations under this Guaranty, and has no defense to any action, suit or proceeding that may be instituted under this Guaranty; (iii) this Guaranty is a legally binding obligation, enforceable against such Guarantor in accordance with its terms; (iv) the execution and delivery of this Guaranty does not violate or constitute a breach of any agreement to which representations such Guarantor is a party; (v) there is no litigation, claim, action or proceeding pending or, to the best knowledge of such Guarantor, threatened against any Guarantor which would materially adversely affect the financial condition of such Guarantor or the ability to fulfill such Guarantor’s obligations hereunder; (vi) no other agreement or special condition exists between such Guarantor and warranties are true Company regarding the liability of any Guarantor under this Guaranty; (vii) there is no statute, regulation, rule, order or judgment, and no provision of any mortgage, contract or agreement binding on such Guarantor or affecting such Guarantor’s property which would prohibit, conflict with or in any way prevent the execution, delivery or carrying out of the terms of this Guaranty; (viii) each Guarantor has knowledge of the terms and conditions of the Vessel Purchase Agreements; and (ix) as of the date hereof hereof, and shall be true on after giving effect to this Guaranty and the date of any draft against the Loan Account): obligations evidenced hereby: (a) upon request you such Guarantor is and will furnish the Bank a copy of your annual business financial statement for the year, as well as the personal financial statements of the guarantors, all in form and substance acceptable to the Bankbe solvent; (b) upon request you the fair saleable value of such Guarantor’s assets exceed and will furnish the Bank with copies of the signed tax returns continue to exceed such Guarantor’s liabilities (with schedules) filed by you or any of your guarantors for the past three (3) years both fixed and throughout the term of this Agreementcontingent); and (c) you are either a corporation, partnership, limited liability company or limited liability partnership or sole proprietorship duly organized, validly existing in good standing and duly qualified to do business in the State of New York; (d) you have full power and authority to enter into this Agreement, and nothing in this Agreement contravenes any law, regulation, bylaw or contractual obligation binding upon you such Guarantor is and will furnish proof continue to be able to pay Guarantor’s debts as they mature. 5.2 Each Guarantor covenants that such Guarantor shall promptly inform Company of same to (i) any litigation or governmental investigation against Guarantor or affecting any collateral or security interest for all or any part of the Bank; (e) Windy Purchase Agreements or this Agreement constitutes your valid and legally binding obligation in accordance with its terms and has been fully authorized by all necessary action; (f) there are no pending nor, to the best of your knowledge, any threatened actions or proceedings before any court or administrative agency Guaranty which, if determined against youadversely, (or any guarantor) would might have a material adverse effect on your upon the financial condition of Guarantor or upon such collateral or security interest or might cause a default under any Vessel Purchase Agreement, (ii) any claim or controversy which might become the subject of such litigation or governmental investigation regarding either HCE or Guarantor; or (iii) any material adverse change in the financial condition of Guarantor or HCE. Further, each Guarantor covenants that so long as the Guaranteed Obligation under this Guaranty continue, Guarantor shall not (a) transfer or pledge any material portion of Guarantor’s assets for less than full and adequate consideration, or (b) permit the sale of all or substantially all the assets of HCE or any of its successors or assigns or the direct or indirect acquisition by any person (or group of persons acting in concert) of ownership or control of a controlling interest in the voting securities (or the power to vote the same) of HCE or any guarantor’s) financial condition, operations, of its successors or ability to repay; (g) you will maintain all collateral in good working order and repair, will keep it free of all liens and encumbrances, will notify the Bank of any loss or damage to the collateral, and will not sell, transfer, lease, or encumber the collateral; (h) the reports and information furnished by you and any guarantor are true and accurate in all material respects; (i) you will maintain your principal business demand deposit account with the Bank; (j) you will keep your assets insured against theft and destruction; (k) you will permit the Bank to examine your books and records, and audit your inventory; and (k)assigns.

Covenants Representations Warranties. You hereby covenant, represent, and warrant as follows (which representations and warranties are true as of the date hereof and shall be true on the date of any draft against the Loan Account): (a) upon request you will furnish the Bank a copy of your annual business financial statement for the year, as well as the personal financial statements of the guarantors, all in form and substance acceptable to the Bank; (b) upon request request, you will furnish the Bank with copies of the signed tax returns (with schedules) filed by you or any of your guarantors for the past three (3) years and throughout the term of this Agreement; (c) you are either a corporation, partnership, limited liability company or limited liability partnership or sole proprietorship duly organized, validly existing in good standing and duly qualified to do business in the State of New York; (d) you have full power and authority to enter into this Agreement, and nothing in this Agreement contravenes any law, regulation, bylaw by-law or contractual obligation binding upon you and you will furnish proof of same to the Bank; (e) this Agreement constitutes your valid and legally binding obligation in accordance with its terms and has been fully authorized by all necessary action; (f) there are no pending noror, to the best of your knowledge, any threatened actions or proceedings before any court or administrative agency which, if determined against you, (or any guarantor) would have a material adverse effect on your you (or any guarantor’s) financial condition, operations, or ability to repay; (g) you will maintain all collateral in good working order and repair, will keep it free of all liens and encumbrances, will notify the Bank of any loss or damage to the collateral, and will not sell, transfer, lease, or encumber the collateral; (h) the reports and information furnished by you and any guarantor all guarantors are true and accurate in all material respects; (ih) you will maintain your principal business demand deposit account with the Bank; (ji) you will keep your assets insured against theft and destruction; (kj) you will permit the Bank to examine your books and records, and audit your inventory; and (k)______________________________________________ __________________________________________________________________________________________________________