Debtor Representations and Warranties. To induce each other Party to enter into and perform its obligations under this Settlement Agreement, each Debtor hereby represents, warrants and acknowledges, as of the Settlement Effective Date, as follows:
Debtor Representations and Warranties. Debtor represents and warrants as follows: (a) If Debtor is a corporation, (i) it is duly organized, validly existing and in good standing in its state of incorporation and is authorized to conduct its business in all of the jurisdictions wherever it engages in such business, and (ii) this Security Agreement is executed pursuant to authority of its Board of Directors and with the consent of its shareholders; (b) Debtor is the legal and beneficial owner of the Collateral free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this Security Agreement. No effective financing statement or other document similar in effect covering all or any part of the Collateral is on file in any recording office, except as may have been filed in favor of Secured Party relating to this Security Agreement. Debtor has no trade names other than those previously disclosed to Secured Party; (c) Debtor has exclusive possession and control of the Collateral; (d) This Security Agreement creates a valid first priority security interest in the Collateral, securing the payment of the Indebtedness, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken; (e) No consent of any other person or entity and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the perfection or maintenance of the security interest created hereby (including the first priority nature of such security interest); (f) There are no conditions precedent to the effectiveness of this Security Agreement that have not been satisfied or waived; (g) the Collateral will be titled in the State of Tennessee; (h) Debtor will immediately notify Secured Party in writing of any change in Debtor's principal place of business identified above; and (i) this Security Agreement is entered into in the State of Georgia and is governed by its laws.
Debtor Representations and Warranties. Debtor represents and warrants to Secured Parties that:
Debtor Representations and Warranties. The Debtor hereby represents and warrants to and agrees with Secured Party that:
Debtor Representations and Warranties. Debtor represents and warrants to Secured Party (and acknowledges that Secured Party is relying on such representations and warranties) that as at the date hereof:
Debtor Representations and Warranties. Debtor hereby confirms the ------------------------------------- representations and warranties of Debtor contained in the Agreement. Such representations and warranties are true and correct as of the date of this Amendment as though made on and as of the date of this Amendment (except to the extent any such representation or warranty relates solely to an earlier date, in which case such representation or warranty was true as of such earlier date).
