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 Notes 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 w...
Debtor's Representations, Warranties and Covenants. Debtor represents, warrants and covenants as follows:
Debtor's Representations, Warranties and Covenants. Debtor represents, warrants and covenants to Lender 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 that (a) Debtor has good and marketable title to the Collateral, free and clear of all liens, encumbrances, claims and restrictions of any kind or nature other than the security interest of Bank and any restrictive legend appearing on any security certificate or instrument which constitutes part of the Collateral, (b) Debtor has all requisite right, power and authority to grant to Bank the security interest in the Collateral which is herein granted, (c) Debtor will at all times keep the Collateral free and clear of all liens, encumbrances and claims of any kind or nature other than the security interest of Bank, (d) Debtor will not sell, transfer or otherwise dispose of any of the Collateral or any interest therein to any individual or entity, except as permitted by this Agreement or with the prior written consent of Bank, (e) except for any restrictive legend appearing on any security certificate or instrument which constitutes part of the Collateral, and except as Debtor may have otherwise advised Bank in writing prior to the date of this Agreement, no portion of the Collateral-(i) is subject to any condition which relates to or would impair or restrict its transferability, or (ii) consists of "restricted securities" or securities issued by an "affiliate" of Debtor, as each of such terms is defined in Rule 144 of the Securities and Exchange Commission, (f) Debtor will pay, prior to delinquency, all taxes, levies, assessments or other claims which are or may become liens against the Collateral, (g) Debtor will deliver to Bank promptly or ensure that Bank promptly receives (i) all Collateral, (ii) except as otherwise provided herein, all proceeds of, and all securities and other assets distributed in respect of, any of the Collateral, (iii) such specific acknowledgments, Regulation U Statement of Purpose forms or other agreements or writings as Bank may require relating to the Collateral, and (iv) copies of records and other reports relating to the Collateral in such form and detail and at such times as Bank may from time to time require, and (h) Debtor will not exercise or refrain from exercising any voting or consensual rights or powers relating to any Collateral if, in the judgment of Bank, such action would have a material adverse effect on the value of the Collateral.
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.
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 SECURED PARTIES THAT:
A. Debtor’s principal place of business is 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, 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 Secured Parties as of the date hereof, Debtor will notify Secured Parties in writing at least thirty (30) days prior to the establishment of any new place of business where any of the Collateral exceeding $50,000 in value is kept. Debtor is a corporation organized under the laws of the State of Delaware. Debtor will notify Secured Parties in writing at least thirty (30) days prior to changing either its form or jurisdiction of organization.
B. Debtor will at all times keep in a manner reasonably satisfactory to Secured Parties accurate and complete records of the Collateral and will keep such Collateral insured to the extent similarly situated companies insure their assets. Secured Parties shall be entitled, at reasonable times and intervals after reasonable notice to Debtor, to enter Debtor’s premises for purposes of inspecting the Collateral and Debtor’s books and records relating thereto.
C. Debtor will not create or permit to be created or suffer to exist any Lien, except for Permitted Liens. “Lien” and “Permitted Liens” shall have the meanings given to such terms under that certain Loan and Security Agreement, dated as of February 10, 2012, among Debtor and General Electric Capital Corporation, in its capacity as agent thereunder, and certain financial institutions from time to time party thereto (as the same may from time to time be amended, modified, supplemented or restated on or prior to the date hereof the “GE Loan Agreement”).
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.
