Common use of Debtor's Representations, Warranties and Covenants Clause in Contracts

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 which the Collateral Agent may deem reasonably necessary or desirable, or in connection with any action brought by the Collateral Agent, to correct any default or enforce any provision of this Agreement, including reasonable hourly attorneys' fees and expenses and court costs. 6.9 The Debtor will not sell, transfer or encumber the Collateral except in the ordinary course of business. 6.10 Except in the ordinary course of business, the Debtor shall not lease or otherwise dispose of, remove, move, relocate or transfer, or permit the removal, movement, relocation or transfer, whether by sale or otherwise, any of the Collateral, and shall keep the Collateral only at its principal place of business, or at any other secured warehouse or location owned or leased by the Debtor, or such other location as shall be used from time to time by the Debtor to temporarily store the Collateral so long as the Collateral remains fully insured, unless and until the Debtor provides Secured Party, with written notice that the Collateral is being moved to such location, specifying the exact address of such location and the exact Collateral to be moved, at least 30 days prior to moving the Collateral to such location.

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 ’s execution, delivery and performance of this Agreement does not conflict with or violate the Debtor's Certificate ’s certificate of Incorporationincorporation, 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 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 which the Collateral Agent may deem reasonably necessary or desirable, or in connection with any action brought by the Collateral Agent, to correct any default or enforce any provision of this Agreement, including reasonable hourly attorneys' ’ fees and expenses and court costs. 6.9 The Debtor will not sell, transfer or encumber the Collateral except in the ordinary course of business. 6.10 Except in the ordinary course of business, the Debtor shall not lease or otherwise dispose of, remove, move, relocate or transfer, or permit the removal, movement, relocation or transfer, whether by sale or otherwise, any of the Collateral, and shall keep the Collateral only at its principal place of business, or at any other secured warehouse or location owned or leased by the Debtor, or such other location as shall be used from time to time by the Debtor to temporarily store the Collateral so long as the Collateral remains fully insured, unless and until the Debtor provides Secured Party, with written notice that the Collateral is being moved to such location, specifying the exact address of such location and the exact Collateral to be moved, at least 30 days prior to moving the Collateral to such location.

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 ’s execution, delivery and performance of this Agreement does not conflict with or violate the Debtor's Certificate ’s certificate of Incorporationincorporation, 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 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 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 AgentSecured Parties, the Debtor shall reimburse the Collateral AgentSecured Parties, for all sums expended by the Collateral Agent, them in connection with the filing of any third-party claim as to the Collateral or any part thereof which the Collateral Agent Secured Parties may deem reasonably necessary or desirable, or in connection with any action brought by the Collateral AgentSecured Parties, to correct any default or enforce any provision of this Agreement, including reasonable hourly attorneys' ’ fees and expenses and court costs. 6.9 The Debtor will not sell, transfer or encumber the Collateral except in the ordinary course of business. 6.10 Except in the ordinary course of business, the Debtor shall not lease or otherwise dispose of, remove, move, relocate or transfer, or permit the removal, movement, relocation or transfer, whether by sale or otherwise, any of the Collateral, and shall keep the Collateral only at its principal place of business, or at any other secured warehouse or location owned or leased by the Debtor, or such other location as shall be used from time to time by the Debtor to temporarily store the Collateral so long as the Collateral remains fully insured, unless and until the Debtor provides Secured Party, with written notice that the Collateral is being moved to such location, specifying the exact address of such location and the exact Collateral to be moved, at least 30 days prior to moving the Collateral to such location.