Debtor's Representations, Warranties and Covenants. Debtor represents, warrants and covenants that:
(a) Debtor has title to the Collateral, free of all liens and encumbrances, except the Security Interest created hereby, as the same may hereafter be amended from time to time. Debtor has full corporate power and authority to execute this Security Agreement, to perform Debtor's obligations hereunder and to subject the Collateral to the Security Interest created hereby.
(b) Debtor will, at any time or times hereafter, execute such financing statements and other instruments and perform such other acts as the Secured Party may reasonably request in order to establish, maintain, perfect and enforce Secured Party's valid and perfected Security Interest in the Collateral and its rights under this Agreement.
(c) Except in the ordinary course of Debtor's business, Debtor will not sell, transfer, lease, hypothecate, pledge or otherwise dispose of any of its rights or interests in the Collateral without the prior written consent of the Secured Party.
(d) Debtor will keep the Collateral in good condition, ordinary wear and tear excepted, and insured against such risks and in such amounts consistent with Debtor's past practice, with Secured Party to be named loss payee on all insurance on the Collateral. From time to time Debtor shall furnish to Secured Party, upon request, appropriate evidence of the carrying of such insurance.
(e) Debtor will use the Collateral in a lawful manner consistent with this agreement and with the terms and conditions of any policy of insurance thereon.
(f) Following the occurrence of an Event of Default, the Secured Party, in the name of the Debtor, shall have the authority but shall not be obligated to take any action which the Secured Party may deem necessary or desirable in order to realize on the Collateral.
(g) Debtor will forward directly to the Secured Party any and all written material notices, agreements or documents of any kind or nature received by Debtor on account of any of the Collateral.
Debtor's Representations, Warranties and Covenants. As long as the Debtor has outstanding Obligations to a Secured Party, the Debtor hereby represents, warrants and covenants with such Secured Party that:
6.1 The Debtor is a corporation duly organized and validly existing under the laws of the State of Delaware, and it will at all times take or cause to be taken all actions as may from time to time be necessary to maintain in good standing, preserve and renew its company existence and rights.
6.2 The Debtor and its officers signing this Agreement have the corporate power and authority to enter into and perform this Agreement and have taken all corporate action necessary to authorize the execution, delivery and performance of this Agreement and any related agreements or documents. This Agreement is a legal, valid and binding obligation of the Debtor, enforceable in accordance with its terms; and the Debtor’s execution, delivery and performance of this Agreement does not conflict with or violate the Debtor’s certificate of incorporation, bylaws, or any law, regulation, order, judgment, rule or agreement to which the Debtor is a party or by which it is bound.
6.3 Except for the Permitted Liens listed on Exhibit 6.3, all of the Collateral is and shall at all times remain free and clear of any and all liens, claims or encumbrances that are senior to the lien granted by this Agreement.
6.4 Except for inventory sold in the ordinary course of business, the Debtor has and will have good and indefeasible title to, and is and will be the true owner of the Collateral.
6.5 The execution of and performance by the Debtor of all of the terms and provisions contained in this Agreement do not and will not constitute, or would not constitute following any notice or lapse of time, an event of default under any agreement (including any existing loan agreement, promissory note or other loan document) to which the Debtor is now or hereafter becomes a party.
6.6 The Debtor will punctually pay or cause to be paid all payments of principal and interest to become due in respect of the Note according to the terms thereof.
6.7 The Debtor will keep, at all times, true and complete books of account and financial records in accordance with generally accepted accounting principles.
6.8 Within ten days after written notice from the Collateral Agent, the Debtor shall reimburse the Collateral Agent, for all sums expended by the Collateral Agent, in connection with the filing of any third-party claim as to the Collateral or any part thereof wh...
Debtor's Representations, Warranties and Covenants. Debtor represents, warrants and covenants as follows:
Debtor's Representations, Warranties and Covenants. Each Debtor represents, warrants, and covenants, jointly and severally, to each other Party that no Event of Default is currently outstanding or is expected to be outstanding as of the Petition Date under the First Lien Credit Agreement, other than the Events of Default subject to the Waiver.
Debtor's Representations, Warranties and Covenants. Debtor represents, warrants and covenants to Lender as follows:
Debtor's Representations, Warranties and Covenants. Each Debtor hereby represents, warrants and covenants to the Secured Party that:
A. Such Debtor’s principal place of business is 0 Xxxx Xxxxx, Xxxxx 0000, Xxxxxx, XX 00000 and such Debtor keeps its records concerning accounts, contract rights and other property at that location. Other than with respect to information disclosed to the Secured Party as of the hereof, such Debtor will notify the Secured Party in writing not less than ten (10) days prior to the establishment of any new place of business where any of the Collateral is kept, except if moved in the ordinary course of business. Such Debtor is a corporation organized under the laws of the State of Delaware. Such Debtor will notify the Secured Party in writing not less than ten (10) days prior to changing either its form or jurisdiction of organization. At least ten (10) days prior to such change, each applicable Debtor shall, (i) execute and deliver to the Secured Party all documents, agreements and instruments reasonably requested in writing by the Secured Party in order to maintain the validity, perfection, enforceability and priority of the Secured Party’s Lien in all of such Debtor’s Collateral, and (ii) authorize (and does hereby authorize) the Secured Party to (x) file all such UCC financing statements and, in the case of a Grantor, notices or other appropriate documents or instruments with the USPTO, the USCO or with each relevant foreign jurisdiction with respect to the Intellectual Property, as applicable (to the extent constituting Collateral), and (y) make such other filings or recordings as are necessary to maintain the validity, perfection, enforceability and priority of the Secured Party’s Lien in all such Debtor’s Collateral. Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed by the Secured Party without the prior written consent of the Secured Party and agrees that it will not do so without the prior written consent of the Secured Party, subject to such Debtor’s rights under Section XI of this Agreement and Section 9-509(d)(2) of the UCC.
B. Such Debtor will at all times keep in a manner reasonably satisfactory to the Secured Party accurate and complete records of the Collateral and will keep such Collateral insured to the extent similarly situated companies insure their assets. Within thirty (30) days following the date hereof and from time to time thereafter at S...
Debtor's Representations, Warranties and Covenants. In order to induce the Bank to make loans under the CRLA, Debtor hereby represents, warrants and covenants to the Bank that:
(a) Except as provided in Exhibit C attached hereto and made a part hereof and except for the security interests herein granted, no financing statement has been filed with respect to the Collateral, Debtor is the absolute and undisputed owner of the Collateral. Except as provided in Exhibit C hereto, the Collateral is not, and will not be permitted to be in any respect encumbered other than by this security interest (and the same will be true of collateral acquired hereafter when acquired). All indebtedness to Debtor with respect to any accounts receivable is bona fide and valid and no setoffs or counterclaims exist against such indebtedness. No suits or actions are pending against Debtor, and no claims, including, without limitation, taxes, assessments and insurance premiums, are due and unpaid. Debtor's chief place of business is the address shown above, and Debtor shall promptly give Bank written notice of any change thereto, and the Collateral and business records pertaining to the Collateral and Obligations, including those pertaining to all accounts and contract rights, shall be kept at the above address of Debtor unless prior written consent of Bank is obtained to a change of location.
(b) Debtor shall [i] pay punctually all Obligations when due as required by the terms of any notes or agreements, and if any Obligation is now evidenced by a writing specifying a due date, pay the same upon demand, all Obligations being payable to the Bank at its address shown above, and [ii] pay on demand any and all taxes, charges and expenses of every kind or description paid or incurred by Bank under or with respect to loans made under the CRLA or any Collateral therefor or the collection of or realization upon the same, including costs of collection, attorneys fees, expenses of litigation and otherwise. Debtor hereby authorizes the Bank to charge any and all liabilities owing to the Bank, including, without limitation, the aforesaid interest, charges, taxes and expenses, to any of their accounts with the Bank after and during the continuance of any Event of Default as defined in the CRLA.
(c) Debtor shall [i] preserve the Collateral in good condition and order and not permit it to be abused or misused, [ii] insure the Collateral for such hazards and in such amounts as the Bank reasonably directs, policies to be satisfactory to and payable t...
Debtor's Representations, Warranties and Covenants. Each of the Debtors represents, warrants and covenants as follows:
a. It has previously delivered to the Administrative Agent and the Lenders a certificate signed by the Debtors and entitled “Uniform Commercial Code Questionnaire and Certification” (the “Perfection Certificate”).
b. It is an entity duly organized, existing and in good standing under the laws of its state of organization and is duly qualified and in good standing in every other state in which it is doing business.
c. Each Debtor covenants with the Administrative Agent and the Lenders as follows: (a) without providing at least thirty (30) days prior written notice to the Administrative Agent, it will not change its name, its place of business or, if more than one, chief executive office, or its mailing address or organizational identification number if it has one, (b) if it does not have an organizational identification number and later obtains one, it shall forthwith notify the Administrative Agent of such organizational identification number, and (c) it will not change its type of organization, jurisdiction of organization or other legal structure. In connection with any such change it will execute and deliver, or cause to be executed and delivered, to the Administrative Agent all such additional security agreements, financing statements and other documents as the Administrative Agent shall reasonably require. This provision shall not be deemed to constitute consent to any change identified above or otherwise prohibited in any agreement between the Debtors and the Administrative Agent and the Lenders.
d. The execution, delivery and performance hereof are within its company powers, have been duly authorized, are not in contravention of law or the terms of its charter, by-laws or other organization papers, or of any indenture, agreement or undertaking to which it is a party or by which it is bound.
e. The equipment is not used or bought primarily for personal, family or household purposes and is not used or bought primarily for use in farming operations.
f. It holds no commercial tort claim except as indicated in the Perfection Certificate.
g. The Perfection Certificate accurately sets forth the equipment which has been attached or is to be attached to real estate, and accurately provides a description of the real estate.
h. Each Debtor further covenants with the Administrative Agent and the Lenders as follows: (a) the Collateral will be kept at those locations listed on the Perfection Certi...
Debtor's Representations, Warranties and Covenants. Debtor hereby represents, warrants and covenants to and for the benefit of Secured Party, as follows: Debtor has all requisite right, power and authority to execute, deliver, and perform its obligations under, this Agreement and the Note. The execution, delivery and performance of this Agreement and the Note by Debtor have been duly authorized by all requisite corporate action on the part of Debtor and do not and will not violate or conflict with the articles of incorporation or bylaws of Debtor or any law, rule or regulation applicable to Debtor or any order, writ, injunction or decree of any court, government authority or arbitrator, applicable to Debtor, and do not and will not conflict with, result in a breach of or constitute a default under the provisions of any material mortgage, deed of trust, indenture, security agreement, loan agreement, credit agreement or other instrument, agreement or contract binding on Debtor or any of its property. Debtor has the unrestricted right to grant the security interest in the Collateral contemplated hereby.
Debtor's Representations, Warranties and Covenants. Debtor hereby represents, warrants and covenants to the Secured Parties that:
A. Debtor’s principal place of business is 00000 Xxxxxx Xx. Xxxxx 0000, Xxxxxxxx Xxxxx, XX 00000 and Debtor keeps its records concerning accounts, contract rights and other property at that location. Other than with respect to information disclosed to the Secured Parties as of the hereof, Debtor will notify the Secured Parties 20 days prior to the establishment of any new place of business where any of the Collateral is kept, except if moved in the ordinary course of business. Debtor is a corporation organized under the laws of the State of Delaware. Debtor will notify the Secured Parties 20 days prior to changing either its form or jurisdiction of organization.
B. Debtor will at all times keep in a manner reasonably satisfactory to the Secured Parties accurate and complete records of the Collateral and will keep such Collateral insured to the extent similarly situated companies insure their assets.
C. Debtor shall not use the Collateral in violation of any applicable statute, ordinance, law or regulation or in violation of any insurance policy maintained by Debtor with respect to the Collateral, in each case to the extent such violation would reasonably be likely to result in a material adverse effect on Debtor.
