Debtor's Representations, Warranties and Covenants. Debtor represents, warrants and covenants that:
Debtor's Representations, Warranties and Covenants. Debtor represents, warrants and covenants as follows:
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:
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. The Debtor represents and warrants to, and covenants with, the Secured Party, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:
Debtor's Representations, Warranties and Covenants. Each Debtor hereby represents, warrants and covenants to the Secured Party that:
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:
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 SECURED PARTIES THAT:
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.
