DEBTOR'S REPRESENTATIONS AND WARRANTIES. Each Debtor represents and warrants to the Collateral Agent and the Lenders as follows: (a) Each Debtor is a corporation fully organized and existing under the laws of the State of its incorporation without limit as to the duration of its existence and is authorized and in good standing to do business in said State. Each Debtor has corporate powers and adequate authority, rights and franchises to own its own property and to carry on its business as now conducted, and is duly qualified and in good standing in each state in which the character of the properties owned by it therein or the conduct of its business makes such qualifications necessary; and each Debtor has the corporate power and adequate authority to make and carry out this Agreement and the other Loan Documents to which it is party. (b) The execution, delivery and performance of this Agreement and the other Loan Documents are duly authorized and do not, to the best of each Debtor's knowledge, require the consent or approval of any governmental body or other regulatory authority; are not in the contravention of or in conflict with any law or regulation or any term or provision of its articles or certificate of incorporation, bylaws and this Agreement and the other Loan Documents to which it is party is the valid, binding and legally enforceable obligation of each Debtor enforceable in accordance with their respective terms. Assuming the accuracy of the representation of Lenders set forth in Section 20(b), the offer, sale or issuance of any of the Notes hereunder do not require registration under the Securities Act or any applicable state securities laws. (c) The execution, delivery and performance of this Agreement and the other Loan Documents will not contravene or conflict with any agreement, indenture or undertaking to which any Debtor or any of its Affiliates is a party or by which it or any of its property or the property of any of its Affiliates may be bound by or affected, and will not cause any lien, charge or other encumbrance to be created or imposed upon any such property by reason thereof. The Obligations constitute Senior Indebtedness (as defined in the Parent Indenture). As such, all of the Obligations (and Collateral Agent and the Lenders) are entitled to the benefits of each of the subordination and other provisions contained in the Parent Indenture which are available in respect of Senior Indebtedness (and to the holders thereof), and each of such subordination and other provisions is in full force and effect and enforceable in accordance with its terms. (d) Each Debtor has good and valid title to its Collateral which is free from, and will be kept free from, all Liens, except for the security interests granted in favor of Collateral Agent on behalf of the Lenders. (e) No financing statement covering the Collateral listed on Schedule 1 hereto or any proceeds thereof is on file in favor of anyone other than the Collateral Agent. (f) All necessary action, including the filing of UCC-1 Financing Statements, has been taken in order to provide the Collateral Agent with a perfected security interest in the Collateral. (g) Each Debtor (i) has obtained all material permits, licenses and other authorizations that are required under Health Care Laws applicable to such Debtor, (ii) is in compliance in all material respects with all terms and conditions of such required permits, licenses and authorizations and (c) is in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Health Care Laws. Each Management Agreement, and each of the transactions contemplated thereunder, does not and will not violate any applicable rule or regulation: (a) relating to the eligibility of a Managed Practice to receive payment and to participate as an accredited and certified provider of health care services under Medicaid, Medicare or any other Third Party Payor program, (b) applicable to such Person as a result of its participation in such programs, (c) relating to the licenses and permits required therein in connection therewith, or (d) relating to the practice of medicine or the sharing of fees generated in connection therewith. For purposes hereof, "Managed Practice" means, any radiologist, professional corporation, professional association, partnership or similar Person that pursuant to a Management Agreement provides radiology or other related professional medical services at a medical office, clinic or other facility operated by Parent or any of its Subsidiaries; and "Management Agreement" means an agreement between Parent or any of its Subsidiaries and any Managed Practice pursuant to which Parent or such Subsidiary agrees to provide or arrange for comprehensive management, administrative and other non-medical support services to such Managed Parties in exchange for the payment by the Managed Practice to Parent or such Subsidiary of a management or other similar
Appears in 1 contract
Samples: Loan and Security Agreement (Primedex Health Systems Inc)
DEBTOR'S REPRESENTATIONS AND WARRANTIES. Each Debtor hereby represents and warrants to the Collateral Agent and the Lenders as followsSecured Party that:
(a) Each Debtor is a corporation fully duly organized and validly existing under the laws of the State of its incorporation and has all requisite corporate power, authority and legal right to own its properties, including without limit limitation the Collateral, to 39 conduct its business as is now being conducted and to execute, deliver and perform its obligations under the Notes, this Agreement, each other Security Instrument to which it is a party and each other document or agreement related to the duration of its existence and Collateral to which it is authorized and in good standing a party. Debtor is fully qualified to do business in said State. Each Debtor has corporate powers and adequate authority, rights and franchises to own its own property and to carry on its business as now conducted, and is duly qualified and in good standing in each state jurisdiction in which the character failure to be in good standing would have a material adverse effect on the business or operations of the properties owned by it therein or the conduct of its business makes such qualifications necessary; and each Debtor has the corporate power and adequate authority to make and carry out this Agreement and the other Loan Documents to which it is partyDebtor.
(b) The execution, delivery and performance by Debtor of the Notes, this Agreement and the each other Loan Documents are duly authorized and do not, to the best of each Debtor's knowledge, require the consent or approval of any governmental body or other regulatory authority; are not in the contravention of or in conflict with any law or regulation or any term or provision of its articles or certificate of incorporation, bylaws and this Agreement and the other Loan Documents Security Instrument to which it is a party are within Debtor's corporate powers, have been duly authorized by all requisite corporate action, do not contravene Debtor's charter or by-laws or any law, governmental rule or regulation, or any order, writ, injunction, decree, determination or award currently in effect applicable to, or any contractual restriction binding on or affecting, Debtor or any of its properties, including without limitation the Collateral, and do not result in or require the creation of any Lien, security interest, right of acceleration, charge or encumbrance (other than pursuant to this Agreement) upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing (other than the filings referred to in subparagraph (f) below) with, any governmental authority or regulatory body, shareholders or any other Person is required for the validdue execution, delivery and performance by Debtor of this Agreement or any other Security Instrument to which it is a party.
(d) The Notes, this Agreement and each other Security Instrument to which Debtor is a party are the legal, valid and binding and legally obligations of Debtor, enforceable obligation of each against Debtor enforceable in accordance with their respective terms. Assuming the accuracy of the representation of Lenders set forth in Section 20(b), the offersubject, sale or issuance of any of the Notes hereunder do not require registration under the Securities Act or any applicable state securities laws.
(c) The execution, delivery and performance of this Agreement and the other Loan Documents will not contravene or conflict with any agreement, indenture or undertaking to which any Debtor or any of its Affiliates is a party or by which it or any of its property or the property of any of its Affiliates may be bound by or affected, and will not cause any lien, charge or other encumbrance to be created or imposed upon any such property by reason thereof. The Obligations constitute Senior Indebtedness (as defined in the Parent Indenture). As suchcase of enforceability, all of the Obligations (and Collateral Agent and the Lenders) are entitled to the benefits of each of the subordination applicable bankruptcy, insolvency, reorganization, moratorium and other provisions contained in the Parent Indenture which are available in respect laws of Senior Indebtedness (affecting creditors' rights generally and to the holders thereofapplication of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and each of such subordination and other provisions is in full force and effect and enforceable in accordance with its terms.
(d) Each Debtor has good and valid title to its Collateral which is free from, and will be kept free from, all Liens, except for the security interests granted in favor of Collateral Agent on behalf of the Lenders.
(e) No financing statement covering The proceeds of the Loans will he used only to finance the purchase by Debtor of the Equipment; Debtor owns good and marketable title to the Equipment; the Collateral listed on Schedule 1 hereto or any proceeds thereof is on file free and clear of all Liens (except for Permitted Encumbrances in favor of anyone other than Secured Party); and the Collateral AgentEquipment is in good condition and ready for operation. The Equipment is and will retain its character as personal property, and neither Debtor, Guarantor, or any Affiliate or Subsidiary of either Debtor or Guarantor shall affix or attach any item of Equipment in any manner so as to alter the character of the Equipment as personal property subject to the UCC.
(f) All necessary action, including the The filing of UCC-1 Financing Statements, has been taken Uniform Commercial Code financing statements in order to provide the Collateral Agent with office of the Secretary of State of the State of Texas will create a valid perfected first priority security interest in the Collateral, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security 40 interests will have been taken. No Person other than Secured Party holds any security interest affecting the Collateral. No effective Security Instrument or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Secured Party relating to this Agreement.
(g) Each Debtor's chief executive office is located in Harrxx County, Houston, Texas. The Debtor has not used any trade names or other names, except for "Eagle Geophysical."
(h) Contemporaneously with the execution and delivery of this Agreement, Debtor is delivering to Secured Party evidence of insurance satisfying the requirements of Section 4.1 hereof.
(i) Debtor is not currently insolvent, as defined in 11 U.S.C. 101(32) nor will it be rendered insolvent by virtue of entering into the Notes, this Agreement or any other Security Instrument to which it is a party or carrying out any of the transactions contemplated hereby or thereby.
(j) Each financial statement of Guarantor which has obtained all been furnished to Secured Party fairly presents the financial condition of Guarantor as of the date of such financial statement. There has been no material permitsadverse change in Guarantor's financial condition since the date of the most current financial statement delivered to Secured Party.
(k) There is no pending, licenses and other authorizations that are required under Health Care Laws applicable or to such the Debtor's knowledge, threatened, action or Proceeding affecting Debtor, Guarantor or any of their properties before any court, governmental agency or arbitrator which may materially and adversely affect the condition (iifinancial or otherwise) or operations of Debtor, Guarantor or any of their properties or which purports to affect the validity or enforceability of the Notes, this Agreement or any other Security Instrument to which Debtor is a party.
(l) No Default or Event of Default has occurred and is continuing.
(m) All sales, transfer, use, documentation or similar taxes, fees or other charges due and payable prior to or as of the date hereof have been paid to the extent such are in connection with the sale to and purchase by Debtor of the Equipment.
(n) Debtor is not a party to, nor bound by, any contract, agreement or instrument that would conflict with this Agreement, the Notes or any other contracts, agreements or instruments executed in connection with the transactions contemplated by this Agreement.
(o) Debtor has agreed, and hereby acknowledges, to accept service of process at its address set forth in Section 8.1 hereof in person or by registered or certified mail 41 return receipt requested, postage prepaid, in connection with any Proceeding initiated by Secured Party in any of the courts referenced in Section 8.11 hereof.
(p) The Debtor has no Subsidiaries, except for African Geophysical, Inc., a corporation organized and existing under the laws of the Cayman Islands.
(q) Debtor has not incurred any accumulated unfunded deficiency within the meaning of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA") nor has Debtor incurred any material liability to the Pension Benefit Guaranty Corporation ("PBGC") established under such Act (or any successor thereto under such Act) in connection with any Plan. Debtor and its Affiliates are in compliance in all material respects with those provisions of ERISA and the regulations and public interpretations thereunder which are applicable to Debtor and its Affiliates, except for such noncompliance as would not have a material adverse effect on the financial condition of Debtor and its Affiliates, taken as a whole.
(r) Debtor has filed all terms and conditions income tax returns required to be filed prior to the date hereof with the various governmental entities having taxing authority with respect to Debtor.
(s) Debtor (i) is not an "investment company" as such term is defined in, or otherwise subject to regulations under, the Investment Company Act of such required permits, licenses and authorizations 1940 and (cii) is in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Health Care Laws. Each Management Agreementnot a "holding company" as that term is defined in, and each is not otherwise subject to regulations under, the Public Utility Holding Company Act of 1935.
(t) Debtor has not sold, extended any offer to sell nor accepted any offer to purchase regarding any of Debtor's interest in the Collateral or with respect to the transactions described in the Security Instruments or the Notes.
(u) Debtor has delivered true and accurate copies of the transactions contemplated thereunder, does not and will not violate any applicable rule or regulation: (a) relating Bills of Sale executed by Seller with respect to the eligibility transfer of a Managed Practice the Equipment to receive payment and to participate as an accredited and certified provider of health care services under Medicaid, Medicare or any other Third Party Payor program, (b) applicable to such Person as a result of its participation in such programs, (c) relating to the licenses and permits required therein in connection therewith, or (d) relating to the practice of medicine or the sharing of fees generated in connection therewith. For purposes hereof, "Managed Practice" means, any radiologist, professional corporation, professional association, partnership or similar Person that pursuant to a Management Agreement provides radiology or other related professional medical services at a medical office, clinic or other facility operated by Parent or any of its Subsidiaries; and "Management Agreement" means an agreement between Parent or any of its Subsidiaries and any Managed Practice pursuant to which Parent or such Subsidiary agrees to provide or arrange for comprehensive management, administrative and other non-medical support services to such Managed Parties in exchange for the payment by the Managed Practice to Parent or such Subsidiary of a management or other similarDebtor.
Appears in 1 contract
DEBTOR'S REPRESENTATIONS AND WARRANTIES. Each Debtor hereby represents and warrants to the Collateral Agent and the Lenders as followsSecured Party that:
(a) Each Debtor is a corporation fully duly organized and validly existing under the laws of the State of Delaware and has all requisite corporate power, authority and legal right to own its incorporation properties, including without limit limitation the Collateral, to conduct its business as is now being conducted and to execute, deliver and perform its obligations under the Notes, this Agreement, each other Security Instrument to which it is a party and each other document or agreement related to the duration of its existence and Collateral to which it is authorized and in good standing a party. Debtor is fully qualified to do business in said State. Each Debtor has corporate powers and adequate authority, rights and franchises to own its own property and to carry on its business as now conducted, and is duly qualified and in good standing in each state jurisdiction in which the character failure to be in good standing would have a material adverse effect on the business or operations of the properties owned by it therein or the conduct of its business makes such qualifications necessary; and each Debtor has the corporate power and adequate authority to make and carry out this Agreement and the other Loan Documents to which it is partyDebtor.
(b) The execution, delivery and performance by Debtor of the Notes, this Agreement and the each other Loan Documents are duly authorized and do not, to the best of each Debtor's knowledge, require the consent or approval of any governmental body or other regulatory authority; are not in the contravention of or in conflict with any law or regulation or any term or provision of its articles or certificate of incorporation, bylaws and this Agreement and the other Loan Documents Security Instrument to which it is a party are within Debtor's corporate powers, have been duly authorized by all requisite corporate action, do not contravene Debtor's charter or by-laws or any law, governmental rule or regulation, or any order, writ, injunction, decree, determination or award currently in effect applicable to, or any contractual restriction binding on or affecting, Debtor or any of its properties, including without limitation the Collateral, and do not result in or require the creation of any Lien, security interest, right of acceleration, charge or encumbrance (other than pursuant to this Agreement) upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing (other than the filings referred to in subparagraph (f) below) with, any governmental authority or regulatory body, shareholders or any other Person is required for the validdue execution, delivery and performance by Debtor of this Agreement or any other Security Instrument to which it is a party.
(d) The Notes, this Agreement and each other Security Instrument to which Debtor is a party are the legal, valid and binding and legally obligations of Debtor, enforceable obligation of each against Debtor enforceable in accordance with their respective terms. Assuming the accuracy of the representation of Lenders set forth in Section 20(b), the offersubject, sale or issuance of any of the Notes hereunder do not require registration under the Securities Act or any applicable state securities laws.
(c) The execution, delivery and performance of this Agreement and the other Loan Documents will not contravene or conflict with any agreement, indenture or undertaking to which any Debtor or any of its Affiliates is a party or by which it or any of its property or the property of any of its Affiliates may be bound by or affected, and will not cause any lien, charge or other encumbrance to be created or imposed upon any such property by reason thereof. The Obligations constitute Senior Indebtedness (as defined in the Parent Indenture). As suchcase of enforceability, all of the Obligations (and Collateral Agent and the Lenders) are entitled to the benefits of each of the subordination applicable bankruptcy, insolvency, reorganization, moratorium and other provisions contained in the Parent Indenture which are available in respect of Senior Indebtedness (laws affecting creditors' rights generally and to the holders thereofapplication of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and each of such subordination and other provisions is in full force and effect and enforceable in accordance with its terms.
(d) Each Debtor has good and valid title to its Collateral which is free from, and will be kept free from, all Liens, except for the security interests granted in favor of Collateral Agent on behalf of the Lenders.
(e) No financing statement covering The proceeds of the Loans will be used only to finance the purchase by Debtor of the Equipment; Debtor owns good and marketable title to the Equipment; the Collateral listed on Schedule 1 hereto or any proceeds thereof is on file free and clear of all Liens (except for Permitted Encumbrances in favor of anyone other than Secured Party); and the Collateral AgentEquipment is in good condition and ready for operation. The Equipment is and will retain its character as personal property, and neither Debtor, Guarantor, or any Affiliate or Subsidiary of either Debtor or Guarantor shall affix or attach any item of Equipment in any manner so as to alter the character of the Equipment as personal property subject to the UCC.
(f) All necessary actionExcept for the notation on the certificates of title naming Secured Party as first lienholder with respect to all items of Equipment subject to motor vehicle titling and registration laws, including the filing of UCC-1 Financing Statements, has been taken Uniform Commercial Code financing statements in order to provide the Collateral Agent with office of the Secretary of State of the State of Texas will create a valid perfected first priority security interest in the Collateral, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interests will have been taken. No Person other than Secured Party holds any security interest affecting the Collateral. No effective Security Instrument or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Secured Party relating to this Agreement.
(g) Each Debtor's chief executive office is located in Xxxxxx County, Houston, Texas. The Debtor has not used any trade names or other names.
(h) Contemporaneously with the execution and delivery of this Agreement, Debtor is delivering to Secured Party evidence of insurance satisfying the requirements of Section 4.1 hereof.
(i) Debtor is not currently insolvent, as defined in 11 U.S.C. 101(32) nor will it be rendered insolvent by virtue of entering into the Notes, this Agreement or any other Security Instrument to which it is a party or carrying out any of the transactions contemplated hereby or thereby.
(j) Each financial statement of Guarantor which has obtained all been furnished to Secured Party fairly presents the financial condition of Guarantor as of the date of such financial statement. There has been no material permitsadverse change in Guarantor's financial condition since the date of the most current financial statement delivered to Secured Party.
(k) There is no pending, licenses and other authorizations that are required under Health Care Laws applicable or to such the Debtor's knowledge, threatened, action or Proceeding affecting Debtor, Guarantor or any of their properties before any court, governmental agency or arbitrator which may materially and adversely affect the condition (iifinancial or otherwise) or operations of Debtor, Guarantor or any of their properties or which purports to affect the validity or enforceability of the Notes, this Agreement or any other Security Instrument to which Debtor is a party.
(l) No Default or Event of Default has occurred and is continuing.
(m) All sales, transfer, use, documentation or similar taxes, fees or other charges due and payable prior to or as of the date hereof have been paid to the extent such are in connection with the sale to and purchase by Debtor of the Equipment.
(n) Debtor is not a party to, nor bound by, any contract, agreement or instrument that would conflict with this Agreement, the Notes or any other contracts, agreements or instruments executed in connection with the transactions contemplated by this Agreement.
(o) Debtor has agreed, and hereby acknowledges, to accept service of process at its address set forth in Section 8.1 hereof in person or by registered or certified mail return receipt requested, postage prepaid, in connection with any Proceeding initiated by Secured Party in any of the courts referenced in Section 8.11 hereof.
(p) The Debtor has no Subsidiaries.
(q) Debtor has not incurred any accumulated unfunded deficiency within the meaning of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA") nor has Debtor incurred any material liability to the Pension Benefit Guaranty Corporation ("PBGC") established under such Act (or any successor thereto under such Act) in connection with any Plan. Debtor and its Affiliates are in compliance in all material respects with those provisions of ERISA and the regulations and public interpretations thereunder which are applicable to Debtor and its Affiliates, except for such noncompliance as would not have a material adverse effect on the financial condition of Debtor and its Affiliates, taken as a whole.
(r) Debtor has filed all terms and conditions income tax returns required to be filed prior to the date hereof with the various governmental entities having taxing authority with respect to Debtor.
(s) Debtor (i) is not an "investment company" as such term is defined in, or otherwise subject to regulations under, the Investment Company Act of such required permits, licenses and authorizations 1940 and (cii) is in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Health Care Laws. Each Management Agreementnot a "holding company" as that term is defined in, and each is not otherwise subject to regulations under, the Public Utility Holding Company Act of 1935.
(t) Debtor has not sold, extended any offer to sell nor accepted any offer to purchase regarding any of Debtor's interest in the Collateral or with respect to the transactions described in the Security Instruments or the Notes.
(u) Debtor has delivered true and accurate copies of the transactions contemplated thereunder, does not and will not violate any applicable rule or regulation: (a) relating Bills of Sale executed by each Seller with respect to the eligibility transfer of a Managed Practice the Equipment to receive payment and to participate as an accredited and certified provider of health care services under Medicaid, Medicare or any other Third Party Payor program, (b) applicable to such Person as a result of its participation in such programs, (c) relating to the licenses and permits required therein in connection therewith, or (d) relating to the practice of medicine or the sharing of fees generated in connection therewith. For purposes hereof, "Managed Practice" means, any radiologist, professional corporation, professional association, partnership or similar Person that pursuant to a Management Agreement provides radiology or other related professional medical services at a medical office, clinic or other facility operated by Parent or any of its Subsidiaries; and "Management Agreement" means an agreement between Parent or any of its Subsidiaries and any Managed Practice pursuant to which Parent or such Subsidiary agrees to provide or arrange for comprehensive management, administrative and other non-medical support services to such Managed Parties in exchange for the payment by the Managed Practice to Parent or such Subsidiary of a management or other similarDebtor.
Appears in 1 contract
DEBTOR'S REPRESENTATIONS AND WARRANTIES. Each Debtor represents and ------------------------------------------ warrants to Secured Party as of the Collateral Agent date hereof and as of the Lenders as followsdate of each Note hereunder that:
(a) Each Debtor is a corporation fully business organization and with its chief executive office both as set forth in the first paragraph hereof duly organized and existing in good standing under the laws of the State its state of its incorporation without limit as to the duration of its existence and organization, is authorized duly qualified and in good standing to do business in said State. Each Debtor has corporate powers and adequate authority, rights and franchises to own its own property and wherever necessary to carry on its business as now conductedbeing conducted and to own or lease its properties, including the Equipment, and is duly qualified and in good standing in each state in which the character of the properties owned by it therein or the conduct of has full power to carry on its business makes such qualifications necessary; as now being conducted and each Debtor has the corporate power and adequate authority to make and carry out this Agreement and the other Loan Documents to which it is partyown or lease its properties.
(b) Debtor has full power and authority to execute, deliver and perform this Agreement and each Note, and this Agreement has been and each Note will be duly authorized by all necessary and proper action on the part of Debtor. No consent or approval of stockholders, or if the Debtor is a limited liability corporation, of its members or of any public authority is required to connection with the execution, delivery or performance by Debtor of this Agreement or any Note. The execution, delivery and or performance by Debtor of this Agreement and the other Loan Documents are duly authorized each Note will not violate any provision of law, or any judgment or decree applicable to Debtor and do not, to the best of each Debtor's knowledge, require the consent will not conflict with or approval of any governmental body or other regulatory authority; are not result in the contravention a breach of or in conflict with create a default under any law corporate charter or regulation by-laws or partnership agreement or certificate or any term agreement, bond, note or provision of its articles or certificate of incorporation, bylaws and this Agreement and the other Loan Documents indenture to which it is a party or by which it is bound.
(c) This Agreement has been and each Note will be duly executed and delivered, and constitute the valid, binding valid and legally enforceable obligation binding obligations of each Debtor Debtor, enforceable in accordance with their respective terms. Assuming the accuracy of the representation of Lenders set forth in Section 20(b), the offer, sale or issuance of any of the Notes hereunder do not require registration under the Securities Act or any applicable state securities laws.
(c) The execution, delivery and performance of this Agreement and the other Loan Documents will not contravene or conflict with any agreement, indenture or undertaking to which any Debtor or any of its Affiliates is a party or by which it or any of its property or the property of any of its Affiliates may be bound by or affected, and will not cause any lien, charge or other encumbrance to be created or imposed upon any such property by reason thereof. The Obligations constitute Senior Indebtedness (as defined in the Parent Indenture). As such, all of the Obligations (and Collateral Agent and the Lenders) are entitled to the benefits of each of the subordination and other provisions contained in the Parent Indenture which are available in respect of Senior Indebtedness (and to the holders thereof), and each of such subordination and other provisions is in full force and effect and enforceable in accordance with its terms.
(d) Each Debtor has good and valid title to its Collateral which is free fromto, and will be kept is the lawful owner of the Collateral, free fromfrom all adverse claims, all Liensliens, encumbrances, charges or security interests whatsoever, except for the lien and security interests interest granted in favor of Collateral Agent on behalf of the Lendersby this Agreement.
(e) No financing statement covering the Collateral listed on Schedule 1 hereto or any proceeds thereof is on file in favor The provisions of anyone other than the Collateral Agent.
(f) All necessary action, including the filing of UCC-1 Financing Statements, has been taken in order to provide the Collateral Agent with this Agreement will create a valid and first perfected security interest in the Collateral as set forth in each Note, enforceable in accordance with the terms hereof, subject to no prior or equal lien, charge, encumbrance or security interest, upon the filing of appropriate Uniform Commercial Code financing statements or equivalent security or lien instruments with respect to the Collateral.
, which shall be timely delivered to Secured Party for filing at- the appropriate offices. To the extent lawful, Debtor hereby appoints Secured Party and its agents as its attorney-in-fact (gwithout requiring Secured Party to act as such) Each to execute any financing statement in the name of Debtor (i) has obtained all material permits, licenses and other authorizations that are required under Health Care Laws applicable to such Debtor, (ii) is in compliance in all material respects with all terms and conditions of such required permits, licenses and authorizations and (c) is in compliance in all material respects with perform all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules acts that Secured Party deems appropriate to perfect and timetables contained in such Health Care Laws. Each Management Agreementcontinue its security interest in, and each of to protect and preserve, the transactions contemplated thereunder, does not and will not violate any applicable rule or regulation: (a) relating to the eligibility of a Managed Practice to receive payment and to participate as an accredited and certified provider of health care services under Medicaid, Medicare or any other Third Party Payor program, (b) applicable to such Person as a result of its participation in such programs, (c) relating to the licenses and permits required therein in connection therewith, or (d) relating to the practice of medicine or the sharing of fees generated in connection therewithCollateral. For purposes hereof, "Managed Practice" means, any radiologist, professional corporation, professional association, partnership or similar Person that pursuant to a Management Agreement provides radiology or other related professional medical services at a medical office, clinic or other facility operated by Parent or any of its Subsidiaries; and "Management Agreement" means an agreement between Parent or any of its Subsidiaries and any Managed Practice pursuant to which Parent or such Subsidiary agrees to provide or arrange for comprehensive management, administrative and other non-medical support services to such Managed Parties in exchange for the payment by the Managed Practice to Parent or such Subsidiary of a management or other similarDEBTOR WAIVES THE RIGHT TO FILE ANY AMENDMENTS OR TERMINATIONS OF FINANCING STATEMENTS WITHOUT SECURED PARTY'S SIGNATURE.
Appears in 1 contract
DEBTOR'S REPRESENTATIONS AND WARRANTIES. Each Debtor represents and warrants to the Collateral Agent and the Lenders as followsthat:
(a) Each Debtor is a corporation fully organized duly organized, validly existing and existing in good standing under the laws of the State of its incorporation without limit as to the duration of its existence New Jersey and is authorized has all requisite power and in good standing to do business in said State. Each Debtor has corporate powers and adequate authority, rights and franchises authority to own its own property properties and to carry on its business as now conducted and as proposed to be conducted, and is duly qualified to execute and in good standing in each state in which the character of the properties owned by it therein or the conduct deliver, and to perform all of its business makes such qualifications necessary; and each Debtor has the corporate power and adequate authority to make and carry out obligations under, this Agreement and the other Loan Documents to which it is partySecurity Agreement.
(b) The execution, delivery and performance by Debtor of this Security Agreement and the other Loan Documents consummation of the transactions contemplated hereby, are within Debtor's powers, have been duly authorized by all necessary limited liability company action, and do not, to the best of each not (i) contravene Debtor's knowledgeorganizational documents, require the consent (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or approval of any governmental body award which would either singly or other regulatory authority; are not in the contravention aggregate have a material adverse effect on the business of Debtor, this Security Agreement or in conflict with any law or regulation or any term or provision of its articles or certificate of incorporation, bylaws and this Agreement and the other Loan Documents to which it is party is the valid, binding and legally enforceable obligation of each Debtor enforceable in accordance with their respective terms. Assuming the accuracy of the representation of Lenders set forth in Section 20(b), the offer, sale or issuance of any of the Notes hereunder do not require registration under transactions, or Debtor's obligations, contemplated by the Securities Act Agreement or any applicable state securities lawsof its related documents, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting Debtor or its properties which would either singly or in the aggregate have a material adverse effect on the business of Debtor, this Security Agreement or any of the transactions, or Debtor's obligations, contemplated by the Agreement or any of its related documents or (iv) result in or require the creation or imposition of any lien upon or with respect to any of the properties of Debtor (except as provided herein).
(c) The execution, delivery This Security Agreement has been duly executed and performance of this Agreement and the other Loan Documents will not contravene or conflict with any agreement, indenture or undertaking to which any Debtor or any of its Affiliates is a party or by which it or any of its property or the property of any of its Affiliates may be bound by or affecteddelivered, and will not cause any lienis the legal, charge or other encumbrance to be created or imposed upon any such property by reason thereof. The Obligations constitute Senior Indebtedness (as defined in the Parent Indenture). As suchvalid and binding obligation of Debtor, all of the Obligations (and Collateral Agent and the Lenders) are entitled to the benefits of each of the subordination and other provisions contained in the Parent Indenture which are available in respect of Senior Indebtedness (and to the holders thereof), and each of such subordination and other provisions is in full force and effect and enforceable against Debtor in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors rights generally.
(d) Each Debtor has good and valid title to its Collateral which is free fromNo authorization, approval, or other action by, and will be kept free fromno notice to or filing with, all Liens, except for the security interests granted in favor of Collateral Agent on behalf of the Lenders.
(e) No financing statement covering the Collateral listed on Schedule 1 hereto any governmental authority or any proceeds thereof is on file in favor of anyone other than the Collateral Agent.
(f) All necessary action, including the filing of UCC-1 Financing Statements, has been taken in order to provide the Collateral Agent with a perfected security interest in the Collateral.
(g) Each Debtor (i) has obtained all material permits, licenses and other authorizations that are required under Health Care Laws applicable to such Debtor, (ii) is in compliance in all material respects with all terms and conditions of such required permits, licenses and authorizations and (c) is in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Health Care Laws. Each Management Agreement, and each of the transactions contemplated thereunder, does not and will not violate any applicable rule or regulation: (a) relating to the eligibility of a Managed Practice to receive payment and to participate as an accredited and certified provider of health care services under Medicaid, Medicare regulatory body or any other Third Party Payor program, (b) applicable to such Person as a result of its participation in such programs, (c) relating to the licenses and permits third party is required therein in connection therewith, or (d) relating to the practice of medicine or the sharing of fees generated in connection therewith. For purposes hereof, "Managed Practice" means, any radiologist, professional corporation, professional association, partnership or similar Person that pursuant to a Management Agreement provides radiology or other related professional medical services at a medical office, clinic or other facility operated by Parent or any of its Subsidiaries; and "Management Agreement" means an agreement between Parent or any of its Subsidiaries and any Managed Practice pursuant to which Parent or such Subsidiary agrees to provide or arrange for comprehensive management, administrative and other non-medical support services to such Managed Parties in exchange for the payment execution, delivery or performance by the Managed Practice to Parent or such Subsidiary Debtor of a management or other similarthis Security Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Parlux Fragrances Inc)
DEBTOR'S REPRESENTATIONS AND WARRANTIES. Each Debtor represents and warrants to the Collateral Agent and the Lenders as follows:
(a) Each Debtor is a corporation fully organized and existing under the laws of the State of its incorporation without limit as to the duration of its existence and is authorized and in good standing to do business in said State. Each Debtor has corporate powers and adequate authority, rights and franchises to own its own property and to carry on its business as now conducted, and is duly qualified and in good standing in each state in which the character of the properties owned by it therein or the conduct of its business makes such qualifications necessary; and each Debtor has the corporate power and adequate authority to make and carry out this Agreement and the other Loan Documents to which it is party.
(b) The execution, delivery and performance of this Agreement and the other Loan Documents are duly authorized and do not, to the best of each Debtor's knowledge, require the consent or approval of any governmental body or other regulatory authority; are not in the contravention of or in conflict with any law or regulation or any term or provision of its articles or certificate of incorporation, bylaws and this Agreement and the other Loan Documents to which it is party is the valid, binding and legally enforceable obligation of each Debtor enforceable in accordance with their respective terms. Assuming the accuracy of the representation of Lenders set forth in Section 20(b), the The offer, sale or issuance of any of the Notes hereunder do not require registration under the Securities Act or any applicable state securities laws.
(c) The execution, delivery and performance of this Agreement and the other Loan Documents will not contravene or conflict with any agreement, indenture or undertaking to which any Debtor or any of its Affiliates is a party or by which it or any of its property or the property of any of its Affiliates may be bound by or affected, and will not cause any lien, charge or other encumbrance to be created or imposed upon any such property by reason thereof. The Obligations constitute Senior Indebtedness (as defined in the Parent Indenture). As such, all of the Obligations (and Collateral Agent and the Lenders) are entitled to the benefits of each of the subordination and other provisions contained in the Parent Indenture which are available in respect of Senior Indebtedness (and to the holders thereof), and each of such subordination and other provisions is in full force and effect and enforceable in accordance with its terms.
(d) Each Debtor has good and valid title to its Collateral which is free from, and will be kept free from, all Liens, except for the security interests granted in favor of Collateral Agent on behalf of the Lenders.
(e) No financing statement covering the Collateral listed on Schedule 1 hereto or any proceeds thereof is on file in favor of anyone other than the Collateral Agent.
(f) All necessary action, including the filing of UCC-1 Financing Statements, has been taken in order to provide the Collateral Agent with a perfected security interest in the Collateral.
(g) Each Debtor (i) has obtained all material permits, licenses and other authorizations that are required under Health Care Laws applicable to such Debtor, (ii) is in compliance in all material respects with all terms and conditions of such required permits, licenses and authorizations and (c) is in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Health Care Laws. Each Management Agreement, and each of the transactions contemplated thereunder, does not and will not violate any applicable rule or regulation: (a) relating to the eligibility of a Managed Practice to receive payment and to participate as an accredited and certified provider of health care services under Medicaid, Medicare or any other Third Party Payor program, (b) applicable to such Person as a result of its participation in such programs, (c) relating to the licenses and permits required therein in connection therewith, or (d) relating to the practice of medicine or the sharing of fees generated in connection therewith. For purposes hereof, "Managed Practice" means, any radiologist, professional corporation, professional association, partnership or similar Person that pursuant to a Management Agreement provides radiology or other related professional medical services at a medical office, clinic or other facility operated by Parent or any of its Subsidiaries; and "Management Agreement" means an agreement between Parent or any of its Subsidiaries and any Managed Practice pursuant to which Parent or such Subsidiary agrees to provide or arrange for comprehensive management, administrative and other non-medical support services to such Managed Parties in exchange for the payment by the Managed Practice to Parent or such Subsidiary of a management or other similarsimilar fee. For purposes hereof, "Third Party Payor" means Medicare, Medicaid, Blue Cross/Blue Shield or any private insurance company, health maintenance organization, preferred provider organization, alternative delivery system, managed care system, government contracting agency, self-insured employer or other similar entity that is obligated to make payments on behalf of any Account Debtor of any Person.
Appears in 1 contract
Samples: Loan and Security Agreement (Primedex Health Systems Inc)
DEBTOR'S REPRESENTATIONS AND WARRANTIES. Each Debtor represents and warrants to the Collateral Agent and the Lenders Secured Party as follows:
(a) Each Debtor is a corporation fully duly organized and existing under the laws of the State of its incorporation formation without limit as to the duration of its existence existence, and is authorized and in good standing to do business in said State. Each ; Debtor has corporate powers and adequate authority, rights and franchises to own its own property and to carry on its business as now conducted, and is duly qualified and in good standing in each state in which the character of the properties owned by it therein or the conduct of its business makes such qualifications necessary; and each Debtor has the corporate power and adequate authority to make and carry out this Agreement and the other Loan Documents to which it is partyAgreement.
(b) The execution, delivery and performance of this Agreement and the other Loan Documents are duly authorized and do not, to the best of each the Debtor's knowledge, require the consent or approval of any governmental body or other regulatory authority; are not in the contravention of or in conflict with any law or law, regulation or any term or provision Provision of its articles of formation or certificate of incorporationbylaws, bylaws and this Agreement is a valid and the other Loan Documents to which it is party is the valid, binding and legally enforceable obligation of each Debtor legally enforceable in accordance with their respective its terms. Assuming the accuracy of the representation of Lenders set forth in Section 20(b), the offer, sale or issuance of any of the Notes hereunder do not require registration under the Securities Act or any applicable state securities laws.
(c) The execution, delivery and performance of this Agreement and the other Loan Documents will not contravene or conflict with any agreement, indenture or undertaking to which any Debtor or any of its Affiliates is a party or by which it or any of its property or the property of any of its Affiliates may be bound by or affected, and will not cause any lien, charge or other encumbrance to be created or imposed upon any such property by reason thereof. The Obligations constitute Senior Indebtedness (as defined in the Parent Indenture). As such, all of the Obligations (and Collateral Agent and the Lenders) are entitled to the benefits of each of the subordination and other provisions contained in the Parent Indenture which are available in respect of Senior Indebtedness (and to the holders thereof), and each of such subordination and other provisions is in full force and effect and enforceable in accordance with its terms.
(d) Each There is no material litigation or other proceeding pending or threatened against or affecting Debtor, and it is not in default with respect to any order, writ, injunction, decree or demand of any court or other govemmental or regulatory authority. The balance sheets of Debtor and the related profit and loss statements and other financial data as submitted in writing by Debtor to Secured Party in connection with this Agreement, are true and correct, and said balance sheets and profit and loss statements truly represent the financial condition of Debtor as of the dates thereof.
(e) Debtor has good and valid title to its the Collateral which is free from, from and will be kept free fromfrom all liens, all Liensclaims, security interests and encumbrances, except for the security interests interest granted in favor of Collateral Agent on behalf of the Lendershereby.
(ef) No financing statement covering the Collateral listed on Schedule 1 hereto or any proceeds thereof is on file in favor of anyone other than the Collateral AgentSecured Party, but if such other financing statement is on file, it will be terminated or subordinated.
(fg) All necessary action, including the filing of UCC-1 Financing Statements, has been taken in order or will be made to provide the Collateral Agent with give Secured Party a perfected first priority security interest in the Collateral.
(g) Each . Debtor (i) has obtained all material permits, licenses and other authorizations that are required under Health Care Laws applicable agrees to such Debtor, (ii) is in compliance in all material respects with all terms and conditions of such required permits, licenses and authorizations and (c) is in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Health Care Laws. Each Management Agreement, and each of the transactions contemplated thereunder, does not and will not violate permit Secured Party to pre-file any applicable rule or regulation: (a) relating to the eligibility of a Managed Practice to receive payment and to participate as an accredited and certified provider of health care services under Medicaid, Medicare or any other Third Party Payor program, (b) applicable to such Person as a result of its participation in such programs, (c) relating to the licenses and permits required therein in connection therewith, or (d) relating to the practice of medicine or the sharing of fees generated in connection therewith. For purposes hereof, "Managed Practice" means, any radiologist, professional corporation, professional association, partnership or similar Person that UCC-1 Financing Statement pursuant to a Management Agreement provides radiology or other related professional medical services at a medical office, clinic or other facility operated by Parent or any of its Subsidiaries; and "Management Agreement" means an agreement between Parent or any of its Subsidiaries and any Managed Practice pursuant to which Parent or such Subsidiary agrees to provide or arrange for comprehensive management, administrative and other non-medical support services to such Managed Parties in exchange for the payment by the Managed Practice to Parent or such Subsidiary of a management or other similarCalifornia Commercial Code ss.9402.
Appears in 1 contract
DEBTOR'S REPRESENTATIONS AND WARRANTIES. Each Debtor represents and warrants to the Collateral Agent and the Lenders Secured Party as follows:
(a) Each Debtor is a corporation fully duly organized and existing under the laws of the State of its incorporation formation without limit as to the duration of its existence existence, and is authorized and in good standing to do business in said sold State. Each : Debtor has corporate powers and adequate authority, rights and franchises to own its own property and to carry on its business as now conducted, and is duly qualified and in good standing in each state in which the character of the properties owned by it therein or the conduct of its business makes such qualifications necessary; and each Debtor has the corporate power and adequate authority to make and carry out this Agreement and the other Loan Documents to which it is partyAgreement.
(b) The execution, delivery and performance of this Agreement and the other Loan Documents are duly authorized and do not, to the best of each the Debtor's knowledge, require the consent or approval of any governmental body or other regulatory authority; are not in the contravention of or in conflict with any law or law, regulation or any term or provision of its articles of formation or certificate of incorporationbylaws, bylaws and this Agreement is a valid and the other Loan Documents to which it is party is the valid, binding and legally enforceable obligation of each Debtor legally enforceable in accordance with their respective its terms. Assuming the accuracy of the representation of Lenders set forth in Section 20(b), the offer, sale or issuance of any of the Notes hereunder do not require registration under the Securities Act or any applicable state securities laws.
(c) The execution, delivery and performance of this Agreement and the other Loan Documents will not contravene or conflict with any agreement, indenture or undertaking to which any Debtor or any of its Affiliates is a party or by which it or any of its property or the property of any of its Affiliates may be bound by or affected, and will not cause any lien, charge or other encumbrance to be created or imposed upon any such property by reason thereof. The Obligations constitute Senior Indebtedness (as defined in the Parent Indenture). As such, all of the Obligations (and Collateral Agent and the Lenders) are entitled to the benefits of each of the subordination and other provisions contained in the Parent Indenture which are available in respect of Senior Indebtedness (and to the holders thereof), and each of such subordination and other provisions is in full force and effect and enforceable in accordance with its terms.
(d) Each There is no material litigation or other proceeding pending or threatened against or affecting Debtor, and it is not in default with respect to any order, writ, injunction, decree or demand of any court or other governmental or regulatory authority. The balance sheets of Debtor and the related profit and loss statements and other financial data as submitted in writing by Debtor to Secured Party in connection with this Agreement, are true and correct, and said balance sheets and profit and loss statements truly represent the financial condition of Debtor as of the dates thereof.
(e) Debtor has good and valid title to its the Collateral which is free from, from and will be kept free fromfrom all liens, all Liensclaims, security interests and encumbrances, except for the security interests interest granted hereby and except for a subordinate lien in favor of Collateral Agent TrueVision Laser Centers, Inc. securing on behalf obligation in excess of the Lenders$100,000.00.
(ef) No financing statement covering the Collateral listed on Schedule 1 hereto or any proceeds thereof is on file in favor of anyone other than Secured Party and the Collateral Agentsubordinated junior lienholder described in Paragraph 7(e) above.
(fg) All necessary action, including the filing of a UCC-1 Financing Statements, Statement has been taken in order or will be made to provide the Collateral Agent with give Secured Party a perfected first priority security interest in the Collateral.
(g) Each . Debtor (i) has obtained all material permits, licenses and other authorizations that are required under Health Care Laws applicable agrees to such Debtor, (ii) is in compliance in all material respects with all terms and conditions of such required permits, licenses and authorizations and (c) is in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Health Care Laws. Each Management Agreement, and each of the transactions contemplated thereunder, does not and will not violate permit Secured Party to pre-file any applicable rule or regulation: (a) relating to the eligibility of a Managed Practice to receive payment and to participate as an accredited and certified provider of health care services under Medicaid, Medicare or any other Third Party Payor program, (b) applicable to such Person as a result of its participation in such programs, (c) relating to the licenses and permits required therein in connection therewith, or (d) relating to the practice of medicine or the sharing of fees generated in connection therewith. For purposes hereof, "Managed Practice" means, any radiologist, professional corporation, professional association, partnership or similar Person that UCC-1 Financing Statement pursuant to a Management Agreement provides radiology or other related professional medical services at a medical office, clinic or other facility operated by Parent or any of its Subsidiaries; and "Management Agreement" means an agreement between Parent or any of its Subsidiaries and any Managed Practice pursuant to which Parent or such Subsidiary agrees to provide or arrange for comprehensive management, administrative and other non-medical support services to such Managed Parties in exchange for the payment by the Managed Practice to Parent or such Subsidiary of a management or other similarNew Mexico Commercial Code Section9402.
Appears in 1 contract
Samples: Loan and Security Agreement (Truevision International Inc)
DEBTOR'S REPRESENTATIONS AND WARRANTIES. Each Debtor represents and warrants to the Collateral Agent and the Lenders ---------------------------------------- Secured Party as follows:
(a) Each Debtor is a corporation fully duly organized and existing under the laws of the State of its incorporation formation without limit as s to the duration of its existence existence, and is authorized and in good standing to do business in said State. Each ; Debtor has corporate powers and adequate authority, rights and franchises to own its own property and to carry on its business as now conducted, ; and is duly qualified and in good standing in each state in which the character of the properties owned by it therein or the conduct of its business makes such qualifications necessary; and each Debtor has the corporate power and adequate authority to make and carry out this Agreement and the other Loan Documents to which it is partyAgreement.
(b) The execution, delivery and performance of this Agreement and the other Loan Documents are duly authorized and do not, to the best of each the Debtor's knowledge, require the consent or approval of any governmental government body or other regulatory authority, ; are not in the contravention of or in conflict with any law or law, regulation or any term or provision of its articles of formation or certificate of incorporationbylaws, bylaws and this Agreement is a valid and the other Loan Documents to which it is party is the valid, binding and legally enforceable obligation of each Debtor legal enforceable in accordance with their respective it terms. Assuming the accuracy of the representation of Lenders set forth in Section 20(b), the offer, sale or issuance of any of the Notes hereunder do not require registration under the Securities Act or any applicable state securities laws.
(c) The execution, delivery and performance of this Agreement and the other Loan Documents will not contravene or conflict with any agreement, indenture or undertaking to which any Debtor or any of its Affiliates is a party or by which it or any of its property or the property of any of its Affiliates may be bound by or affected, and will not cause any lien, charge or other encumbrance to be created or imposed upon any such property by reason thereof. The Obligations constitute Senior Indebtedness (as defined in the Parent Indenture). As such, all of the Obligations (and Collateral Agent and the Lenders) are entitled to the benefits of each of the subordination and other provisions contained in the Parent Indenture which are available in respect of Senior Indebtedness (and to the holders thereof), and each of such subordination and other provisions is in full force and effect and enforceable in accordance with its terms.
(d) Each There is no material litigation or other proceeding pending or threatened against or affecting Debtor, and it is not in default with respect to any order, writ, injunction, decree or demand of any court or other governmental or regulatory authority. The balance sheets of Debtor and the related profit and loss statements and other financial data as submitted in writing by Debtor to Secured Party in connection with this Agreement, are true and correct, and said balance sheets and profit and loss statements truly represent the financial condition of Debtor as of the dates thereof.
(e) Debtor has good and valid title to its the Collateral which is free from, from and will be kept free fromfrom all liens, all Liensclaims, security interest and encumbrancers except for the security interests interest granted in favor of Collateral Agent on behalf of the Lendershereby.
(ef) No financing statement covering the Collateral listed on Schedule 1 hereto or any proceeds thereof is on file in favor of anyone other than the Collateral AgentSecured Party, but if such other financing statement is on file, it will be terminated or subordinated.
(fg) All necessary action, including the filing of UCC-1 Financing Statements, has been taken in order or will be made to provide the Collateral Agent with give Secured Party a perfected first priority security interest in the Collateral.
(g) Each . Debtor (i) has obtained all material permits, licenses and other authorizations that are required under Health Care Laws applicable agrees to such Debtor, (ii) is in compliance in all material respects with all terms and conditions of such required permits, licenses and authorizations and (c) is in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Health Care Laws. Each Management Agreement, and each of the transactions contemplated thereunder, does not and will not violate permit Secured Party to pre-file any applicable rule or regulation: (a) relating to the eligibility of a Managed Practice to receive payment and to participate as an accredited and certified provider of health care services under Medicaid, Medicare or any other Third Party Payor program, (b) applicable to such Person as a result of its participation in such programs, (c) relating to the licenses and permits required therein in connection therewith, or (d) relating to the practice of medicine or the sharing of fees generated in connection therewith. For purposes hereof, "Managed Practice" means, any radiologist, professional corporation, professional association, partnership or similar Person that UCC-1` Financing statement pursuant to a Management Agreement provides radiology or other related professional medical services at a medical office, clinic or other facility operated by Parent or any of its Subsidiaries; and "Management Agreement" means an agreement between Parent or any of its Subsidiaries and any Managed Practice pursuant to which Parent or such Subsidiary agrees to provide or arrange for comprehensive management, administrative and other non-medical support services to such Managed Parties in exchange for the payment by the Managed Practice to Parent or such Subsidiary of a management or other similarCalifornia Commercial Code #9402.
Appears in 1 contract
Samples: Loan and Security Agreement (Transcend Services Inc)
DEBTOR'S REPRESENTATIONS AND WARRANTIES. Each Debtor hereby represents and warrants to the Collateral Agent and the Lenders as followsSecured Party that:
(a) Each Debtor is a corporation fully duly organized and validly existing under the laws of the State of Delaware and has all requisite corporate power, authority and legal right to own its incorporation properties, including without limit limitation the Collateral, to conduct its business as is now being conducted and to execute, deliver and perform its obligations under the Notes, this Agreement, each other Security Instrument to which it is a party and each other document or agreement related to the duration of its existence and Collateral to which it is authorized and in good standing a party. Debtor is fully qualified to do business in said State. Each Debtor has corporate powers and adequate authority, rights and franchises to own its own property and to carry on its business as now conducted, and is duly qualified and in good standing in each state jurisdiction in which the character failure to be in good standing would have a material adverse effect on the business or operations of the properties owned by it therein or the conduct of its business makes such qualifications necessary; and each Debtor has the corporate power and adequate authority to make and carry out this Agreement and the other Loan Documents to which it is partyDebtor.
(b) The execution, delivery and performance by Debtor of the Notes, this Agreement and the each other Loan Documents are duly authorized and do not, to the best of each Debtor's knowledge, require the consent or approval of any governmental body or other regulatory authority; are not in the contravention of or in conflict with any law or regulation or any term or provision of its articles or certificate of incorporation, bylaws and this Agreement and the other Loan Documents Security Instrument to which it is a party are within Debtor's corporate powers, have been duly authorized by all requisite corporate action, do not contravene Debtor's charter or by-laws or any law, governmental rule or regulation, or any order, writ, injunction, decree, determination or award currently in effect applicable to, or any contractual restriction binding on or affecting, Debtor or any of its properties, including without limitation the Collateral, and do not result in or require the creation of any Lien, security interest, right of acceleration, charge or encumbrance (other than pursuant to this Agreement) upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing (other than the filings referred to in subparagraph (f) below) with, any governmental authority or regulatory body, shareholders or any other Person is required for the validdue execution, delivery and performance by Debtor of this Agreement or any other Security Instrument to which it is a party.
(d) The Notes, this Agreement and each other Security Instrument to which Debtor is a party are the legal, valid and binding and legally obligations of Debtor, enforceable obligation of each against Debtor enforceable in accordance with their respective terms. Assuming the accuracy of the representation of Lenders set forth in Section 20(b), the offersubject, sale or issuance of any of the Notes hereunder do not require registration under the Securities Act or any applicable state securities laws.
(c) The execution, delivery and performance of this Agreement and the other Loan Documents will not contravene or conflict with any agreement, indenture or undertaking to which any Debtor or any of its Affiliates is a party or by which it or any of its property or the property of any of its Affiliates may be bound by or affected, and will not cause any lien, charge or other encumbrance to be created or imposed upon any such property by reason thereof. The Obligations constitute Senior Indebtedness (as defined in the Parent Indenture). As suchcase of enforceability, all of the Obligations (and Collateral Agent and the Lenders) are entitled to the benefits of each of the subordination applicable bankruptcy, insolvency, reorganization, moratorium and other provisions contained in the Parent Indenture which are available in respect of Senior Indebtedness (laws affecting creditors' rights generally and to the holders thereofapplication of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and each of such subordination and other provisions is in full force and effect and enforceable in accordance with its terms.
(d) Each Debtor has good and valid title to its Collateral which is free from, and will be kept free from, all Liens, except for the security interests granted in favor of Collateral Agent on behalf of the Lenders.
(e) No financing statement covering The proceeds of the Loans will be used only to finance the purchase by Debtor of the Equipment; Debtor owns good and marketable title to the Equipment; the Collateral listed on Schedule 1 hereto or any proceeds thereof is on file free and clear of all Liens (except for Permitted Encumbrances in favor of anyone other than Secured Party); and the Collateral Agent.
(f) All necessary action, including the filing of UCC-1 Financing Statements, has been taken in order to provide the Collateral Agent with a perfected security interest in the Collateral.
(g) Each Debtor (i) has obtained all material permits, licenses and other authorizations that are required under Health Care Laws applicable to such Debtor, (ii) Equipment is in compliance in all material respects with all terms and conditions of such required permits, licenses and authorizations and (c) is in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Health Care Laws. Each Management Agreement, and each of the transactions contemplated thereunder, does not and will not violate any applicable rule or regulation: (a) relating to the eligibility of a Managed Practice to receive payment and to participate as an accredited and certified provider of health care services under Medicaid, Medicare or any other Third Party Payor program, (b) applicable to such Person as a result of its participation in such programs, (c) relating to the licenses and permits required therein in connection therewith, or (d) relating to the practice of medicine or the sharing of fees generated in connection therewith. For purposes hereof, "Managed Practice" means, any radiologist, professional corporation, professional association, partnership or similar Person that pursuant to a Management Agreement provides radiology or other related professional medical services at a medical office, clinic or other facility operated by Parent or any of its Subsidiaries; and "Management Agreement" means an agreement between Parent or any of its Subsidiaries and any Managed Practice pursuant to which Parent or such Subsidiary agrees to provide or arrange for comprehensive management, administrative and other non-medical support services to such Managed Parties in exchange for the payment by the Managed Practice to Parent or such Subsidiary of a management or other similargood
Appears in 1 contract
DEBTOR'S REPRESENTATIONS AND WARRANTIES. Each Debtor represents and warrants to the Collateral Agent Lenders and the Lenders covenants as follows:
(a) Each Debtor is a corporation fully organized and existing under the laws of the State of its incorporation without limit as to the duration of its existence and is authorized and in good standing to do business in said State. Each Debtor has corporate powers and adequate authority, rights and franchises to own its own property and to carry on its business as now conducted, and is duly qualified and in good standing in each state in which the character of the properties owned by it therein or the conduct of its business makes such qualifications necessary; and each Debtor has the corporate power and adequate authority to make and carry out this Agreement and the other Loan Documents to which it is party.
(b) The execution, delivery and performance of this Agreement and the other Loan Documents are duly authorized and do not, to the best of each Debtor's knowledge, Assignment does not require the consent or approval of any governmental body or other regulatory authority; authority and are not in the contravention of of, or in conflict with with, any law or regulation or any term or provision of its articles or certificate of incorporation, bylaws and this Agreement and the other Loan Documents to which it Escrow Agreement. This Assignment is party is the a valid, binding and legally enforceable obligation of each Debtor enforceable in accordance with their respective terms. Assuming the accuracy its terms except only as enforceability may be affected or limited by creditors’ rights, legislation and court decisions of the representation of Lenders set forth in Section 20(b), the offer, sale or issuance of any of the Notes hereunder do not require registration under the Securities Act or any applicable state securities lawsgeneral application.
(cb) The executionexecution and delivery of this Assignment is not, delivery and the performance of this Agreement and the other Loan Documents Assignment will not contravene be, in contravention of, or in conflict with with, any agreement, indenture or undertaking to which any Debtor or any of its Affiliates is a party or by which it Debtor or any of its property is or the property of any of its Affiliates may be bound by or affected, and do not and will not cause any liensecurity interest, charge lien or other encumbrance to be created or imposed or accelerated upon or in connection with any such property property.
(c) Except for Lenders’ security interest therein (which Debtor has authority to grant): (i) Debtor has not previously assigned, transferred, conveyed, sold, pledged or hypothecated any part of the Collateral; (ii) Debtor is, and as to any Collateral acquired after the date hereof, Debtor shall and will be the owner of all the Collateral, free from any liens, security interests, encumbrances or other right, title or interest of any other person, firm or corporation; and (iii) Debtor shall defend the Collateral against all claims and demands of all persons at any time claiming the same or interest therein adverse to Lenders.
(d) No setoff or counterclaim to any money due or to become due to Debtor by reason thereof. The Obligations constitute Senior Indebtedness (virtue of the Collateral exists as defined of the date of this Assignment, and Debtor has not made any agreement pursuant to which any deduction or discount may be claimed on the Collateral, except as embodied in the Parent Indenture). As such, all express terms of the Obligations Escrow Agreement; and
(and Collateral Agent and the Lenderse) are entitled to the benefits There is no financing statement (or other evidence of each lien or security interest) now on file in any public office covering any of the subordination Collateral in which Debtor is named or signs as Debtor, and so long as any amount remains unpaid on the Obligations, Debtor will not execute and there will not be on file in any public office any such financing statement or statements (or other provisions contained in evidence of lien or security interest) except the Parent Indenture which are available Financing Statement filed or to be filed in respect of Senior Indebtedness and for the security interest to Lenders granted or provided for in this Assignment or any other security agreement or security agreements by and between Debtor and Lenders.
(and to the holders thereof), and each of such subordination and other provisions f) The Escrow Agreement is presently in full force and effect and enforceable binding upon all the parties thereto. No defaults or breaches have occurred in accordance with its terms.
(d) Each Debtor has good and valid title to its Collateral which is free from, and will be kept free from, all Liens, except for the security interests granted in favor of Collateral Agent on behalf of the Lenders.
(e) No financing statement covering the Collateral listed on Schedule 1 hereto or any proceeds thereof is on file in favor of anyone other than the Collateral Agent.
(f) All necessary actionEscrow Agreement, including the filing of UCC-1 Financing Statements, has been taken in order but not limited to provide the Collateral Agent with a perfected security interest such defaults or breaches which would result in the Collateralreduction or termination of Debtor’s interest or rights to payments and proceeds under the Escrow Agreement.
(g) Each Debtor (i) has obtained all material permits, licenses and other authorizations that are required under Health Care Laws applicable to such Debtor, (ii) is in compliance in all material respects with all terms and conditions of such required permits, licenses and authorizations and (c) is in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Health Care Laws. Each Management Agreement, and each of the transactions contemplated thereunder, does not and will not violate any applicable rule or regulation: (a) relating to the eligibility of a Managed Practice to receive payment and to participate as an accredited and certified provider of health care services under Medicaid, Medicare or any other Third Party Payor program, (b) applicable to such Person as a result of its participation in such programs, (c) relating to the licenses and permits required therein in connection therewith, or (d) relating to the practice of medicine or the sharing of fees generated in connection therewith. For purposes hereof, "Managed Practice" means, any radiologist, professional corporation, professional association, partnership or similar Person that pursuant to a Management Agreement provides radiology or other related professional medical services at a medical office, clinic or other facility operated by Parent or any of its Subsidiaries; and "Management Agreement" means an agreement between Parent or any of its Subsidiaries and any Managed Practice pursuant to which Parent or such Subsidiary agrees to provide or arrange for comprehensive management, administrative and other non-medical support services to such Managed Parties in exchange for the payment by the Managed Practice to Parent or such Subsidiary of a management or other similar
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Samples: Collateral Assignment of Escrow Agreement and Escrow Funds (America West Resources, Inc.)
DEBTOR'S REPRESENTATIONS AND WARRANTIES. Each Debtor represents and warrants to the Collateral Agent and the Lenders Secured Party as follows:
(a) Each Debtor is a corporation fully duly organized and existing under the laws of the State of its incorporation formation without limit as to the duration of its existence existence, and is authorized and in good standing to do business in said State. Each ; Debtor has corporate powers and adequate authority, rights and franchises to own its own property and to carry on its business as now conducted, and is duly qualified and in good standing in each state in which the character of the properties owned by it therein or the conduct of its business makes such qualifications necessary; and each Debtor has the corporate power and adequate authority to make and carry out this Agreement and the other Loan Documents to which it is partyAgreement.
(b) The execution, delivery and performance of this Agreement and the other Loan Documents are duly authorized and do not, to the best of each the Debtor's knowledge, require the consent or approval of any governmental body or other regulatory authority; are not in the contravention of or in conflict with any law or law, regulation or any term or provision of its articles of formation or certificate of incorporationbylaws, bylaws and this Agreement is a valid and the other Loan Documents to which it is party is the valid, binding and legally enforceable obligation of each Debtor legally enforceable in accordance with their respective its terms. Assuming the accuracy of the representation of Lenders set forth in Section 20(b), the offer, sale or issuance of any of the Notes hereunder do not require registration under the Securities Act or any applicable state securities laws.
(c) The execution, delivery and performance of this Agreement and the other Loan Documents will not contravene or conflict with any agreement, indenture or of undertaking to which any Debtor or any of its Affiliates is a party or by which it or any of its property or the property of any of its Affiliates may be bound by or affected, and will not cause any lien, charge or other encumbrance to be created or imposed upon any such property by reason thereof. The Obligations constitute Senior Indebtedness (as defined in the Parent Indenture). As such, all of the Obligations (and Collateral Agent and the Lenders) are entitled to the benefits of each of the subordination and other provisions contained in the Parent Indenture which are available in respect of Senior Indebtedness (and to the holders thereof), and each of such subordination and other provisions is in full force and effect and enforceable in accordance with its terms.
(d) Each There is no material litigation or other proceeding pending or threatened against or affecting Debtor, and it is not in default with respect to any order, writ, injunction, decree or demand of any court or other governmental or regulatory authority. The balance sheets of Debtor and the related profit and loss statements and other financial data as submitted in writing by Debtor to Secured Party in connection with the Agreement, are true and correct, and said balance sheets and profit and loss statements truly represent the financial condition of Debtor as of the dates thereof.
(e) Debtor has good and valid title to its the Collateral which is free from, from and will be kept free fromfrom all liens, all Liensclaims, security interests and encumbrances, except for the security interests interest granted in favor of Collateral Agent on behalf of the Lendershereby.
(ef) No financing statement covering the Collateral listed on Schedule 1 hereto or any proceeds thereof is on file in favor of anyone other than the Collateral AgentSecured Party, but if such other financing statement is on file, it will be terminated or subordinated.
(fg) All necessary action, including the filing of UCC-1 Financing Statements, has been taken in order or will be made to provide the Collateral Agent with give Secured Party a perfected first priority security interest in the Collateral.
(g) Each . Debtor (i) has obtained all material permits, licenses and other authorizations that are required under Health Care Laws applicable agrees to such Debtor, (ii) is in compliance in all material respects with all terms and conditions of such required permits, licenses and authorizations and (c) is in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Health Care Laws. Each Management Agreement, and each of the transactions contemplated thereunder, does not and will not violate permit Secured Party to pre-file any applicable rule or regulation: (a) relating to the eligibility of a Managed Practice to receive payment and to participate as an accredited and certified provider of health care services under Medicaid, Medicare or any other Third Party Payor program, (b) applicable to such Person as a result of its participation in such programs, (c) relating to the licenses and permits required therein in connection therewith, or (d) relating to the practice of medicine or the sharing of fees generated in connection therewith. For purposes hereof, "Managed Practice" means, any radiologist, professional corporation, professional association, partnership or similar Person that UCC-1 Financing Statement pursuant to a Management Agreement provides radiology or other related professional medical services at a medical office, clinic or other facility operated by Parent or any of its Subsidiaries; and "Management Agreement" means an agreement between Parent or any of its Subsidiaries and any Managed Practice pursuant to which Parent or such Subsidiary agrees to provide or arrange for comprehensive management, administrative and other non-medical support services to such Managed Parties in exchange for the payment by the Managed Practice to Parent or such Subsidiary of a management or other similarCalifornia Commercial Code 9402.
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