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

Debtor’s Representations, Warranties, Covenants and Agreements. Debtor hereby represent and warrants to the Secured Party, and covenants and agrees, that: (a) Debtor is the owner of (or, in the case of after-acquired Collateral, at the time Debtor acquires rights in the Collateral, will be the owner thereof) and that no other Person has (or, in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral that is senior to the interest granted to the Secured Party except for the Senior Security Interests. (b) Upon the filing of UCC-l financing statements in the appropriate filing offices, the Secured Party has (or in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) a perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing. (c) This Agreement (i) has been duly authorized by all necessary corporate action of Debtor, (ii) has been duly executed by Debtor, and (iii) constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms. (d) Debtor’s place of business is located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000. Debtor’s true legal name is as set forth in the preamble to this Agreement. Debtor does not do business under any trade name or fictitious business name and has never used any other trade name or fictitious business name. Debtor will notify the Secured Party, in writing, at least thirty (30) days prior to any change in its place of business or jurisdiction of formation or the adoption or change of its legal name, any trade name or fictitious business name, and will, upon request of the Secured Party, execute or authenticate any additional financing statements or other certificates or records necessary to reflect any change in its place of business or jurisdiction of formation or the adoption or change in its legal name, trade names or fictitious business name.

Debtor’s Representations, Warranties, Covenants and Agreements. Debtor hereby represent and warrants to the Secured PartyParties, and covenants and agrees, that: (a) Debtor is the owner of (or, in the case of after-acquired Collateral, at the time Debtor acquires rights in the Collateral, will be the owner thereof) and that no other Person has (or, in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral that is senior to the interest granted to the Secured Party except for the Senior Security InterestsParties. (b) Upon the filing of UCC-l financing statements in the appropriate filing offices, the Secured Party has Parties have (or in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) ), on a pari passu basis based on the Obligation, a perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing. (c) This Agreement (i) has been duly authorized by all necessary corporate action of Debtor, (ii) has been duly executed by Debtor, and (iii) constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms. (d) Debtor’s place of business is located at 000 Xxxxxxxxx Xxxxxx0000 Xxxxxxx Xxx, XxxxxxxxxReno, XX 00000NV 89502. Debtor’s true legal name is as set forth in the preamble to this Agreement. Debtor does not do business under any trade name or fictitious business name and has have never used any other trade name or fictitious business name. Debtor will notify the Secured PartyParties, in writing, at least thirty (30) days prior to any change in its place of business or jurisdiction of formation or the adoption or change of its legal name, any trade name or fictitious business name, and will, will upon request of the Secured PartyParties, execute or authenticate any additional financing statements or other certificates or records necessary to reflect any change in its place of business or jurisdiction of formation or the adoption or change in its legal name, trade names or fictitious business name.

Debtor’s Representations, Warranties, Covenants and Agreements. Debtor hereby represent represents and warrants to the Secured Party, and covenants and agrees, that: (a) Debtor is the owner of (or, in the case of after-acquired Collateral, at the time Debtor acquires rights in the Collateral, will be the owner thereof) and that no other Person has (or, in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral that is senior to the interest granted to the Secured Party except for the Senior Security InterestsCollateral, other than Permitted Liens. (b) Upon the filing of UCC-l financing statements in the appropriate filing offices, the Secured Party has (or in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) a second priority perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing., subject to Permitted Liens; (c) This Agreement (i) has been duly authorized by all necessary corporate action of Debtor, (ii) has been duly executed by Debtor, and (iii) constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms. (d) Debtor will pay, or reimburse Secured Party, the cost of filing or recording financing statements and/or fixture filings (and all continuation or amending filings related thereto) in all public offices wherever filing is deemed by Secured Party to be necessary or desirable. (e) Debtor’s place of business (or, if Debtor has more than one place of business, its chief executive office) is located at 000 Xxxxxxxxx Xxxx 0xx Xxxxxx, Xxxxxxxxx00xx Xxxxx, XX Xxx Xxxxxxx, Xxxxxxxxxx 00000. Debtor’s true legal name is is, and has been for the five (5) year period preceding the date hereof, as set forth in the preamble to this Agreement. Debtor’s jurisdiction of formation is, and since May 19, 2010 has been, as set forth in the preamble to this Agreement. Prior to May 19, 2010, Debtor's jurisdiction of formation was the State of California. Debtor does not do business under any trade name or fictitious business name and has never used any other trade name or fictitious business name. Debtor will notify the Secured Party, in writing, at least thirty (30) days prior to any change in its place of business or jurisdiction of formation or the adoption or change of its legal name, any trade name or fictitious business name, and will, will upon request of the Secured Party, execute or authenticate any additional financing statements or other certificates or records necessary to reflect any change in its place of business or jurisdiction of formation or the adoption or change in its legal name, trade names or fictitious business name.

Debtor’s Representations, Warranties, Covenants and Agreements. Debtor hereby represent represents and warrants to the Secured Party, and covenants and agrees, that: (a) Debtor is the owner of (or, in the case of after-acquired Collateral, at the time Debtor acquires rights in the Collateral, will be the owner thereof) and except as set forth on Schedule 4(a) that no other Person person or entity has (or, in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral that is senior to the interest granted to the Secured Party except for the Senior Security InterestsCollateral. (b) Upon the filing of UCC-l financing statements in the appropriate filing offices, the Secured Party has (or in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) a first priority perfected security interest in the Collateral Collateral, pari passu in order and right of payment with the Existing Pledge, to the extent that a security interest in the Collateral can be perfected by such filing. (c) This Agreement (i) has been duly authorized by all necessary corporate action of Debtor, (ii) has been duly executed by Debtor, and (iii) constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms. (d) Debtor’s place of business (or, if Debtor has more than one place of business, its principal executive office) is located at 000 Xxxxxxxxx Xxxxxx00000 X. X. Xxxxx Road, XxxxxxxxxSuite 300, XX 00000Bend, Oregon 97703. Debtor’s true legal name is, and has been since its formation, as set forth in the preamble to this Agreement. Debtor’s jurisdiction of formation is and has been, as set forth in the preamble to this Agreement. Debtor does not do business under any trade name or fictitious business name and has never used any other trade name or fictitious business name. Debtor will notify the Secured Party, in writing, within at least thirty (30) days prior to of any change in its place of business or jurisdiction of formation or the adoption or change of its legal name, any trade name or fictitious business name, and will, will upon request of the Secured Party, execute or authenticate any additional financing statements or other certificates or records necessary to reflect any change in its place of business or jurisdiction of formation or the adoption or change in its legal name, trade names or fictitious business name.

Debtor’s Representations, Warranties, Covenants and Agreements. Debtor hereby represent represents and warrants to the Secured Party, and covenants and agrees, that: (a) Debtor is the owner of (or, in the case of after-acquired Collateral, at the time Debtor acquires rights in the Collateral, will be the owner thereof) and that no other Person has (or, in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral that is senior to the interest granted to the Secured Party except for Collateral, other than the Senior Security Interests. (b) Upon the filing of UCC-l financing statements in the appropriate filing offices, the Secured Party has (or in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) a subordinated perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing. (c) This Agreement (i) has been duly authorized by all necessary corporate action of Debtor, (ii) has been duly executed by Debtor, and (iii) constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms. (d) Debtor’s place of business (or, if Debtor has more than one place of business, its chief executive office) is located at 000 Xxxxxxxxx Xxxx 0xx Xxxxxx, XxxxxxxxxXxxxx 0000, XX Xxx Xxxxxxx, Xxxxxxxxxx 00000. Debtor’s true legal name is is, and has been for the five (5) year period preceding the date hereof, as set forth in the preamble to this Agreement. Debtor’s jurisdiction of formation is, and since May 19, 2010 has been, as set forth in the preamble to this Agreement. Prior to May 19, 2010, Debtor's jurisdiction of formation was the State of California. Debtor does not do business under any trade name or fictitious business name and has never used any other trade name or fictitious business name. Debtor will notify the Secured Party, in writing, at least thirty (30) days prior to any change in its place of business or jurisdiction of formation or the adoption or change of its legal name, any trade name or fictitious business name, and will, will upon request of the Secured Party, execute or authenticate any additional financing statements or other certificates or records necessary to reflect any change in its place of business or jurisdiction of formation or the adoption or change in its legal name, trade names or fictitious business name.

Debtor’s Representations, Warranties, Covenants and Agreements. Debtor hereby represent represents and warrants to the Secured Party, and covenants and agrees, that: (a) Debtor is the owner of (or, in the case of after-acquired Collateral, at the time Debtor acquires rights in the Collateral, will be the owner thereof) and that no other Person person or entity has (or, in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral that is senior to the interest granted to the Secured Party except for the Senior Security InterestsCollateral. (b) Upon the filing of UCC-l financing statements in the appropriate filing offices, the Secured Party has (or in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) a first priority perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing. (c) This Agreement (i) has been duly authorized by all necessary corporate action of Debtor, (ii) has been duly executed by Debtor, and (iii) constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms. (d) Debtor’s place of business (or, if Debtor has more than one place of business, its principal executive office) is located at 000 Xxxxxxxxx Xxxxxx00000 X. X. Xxxxx Road, XxxxxxxxxSuite 300, XX 00000Bend, Oregon 97703. Debtor’s true legal name is, and has been since its formation, as set forth in the preamble to this Agreement. Debtor’s jurisdiction of formation is and has been, as set forth in the preamble to this Agreement. Debtor does not do business under any trade name or fictitious business name and has never used any other trade name or fictitious business name. Debtor will notify the Secured Party, in writing, within at least thirty (30) days prior to of any change in its place of business or jurisdiction of formation or the adoption or change of its legal name, any trade name or fictitious business name, and will, will upon request of the Secured Party, execute or authenticate any additional financing statements or other certificates or records necessary to reflect any change in its place of business or jurisdiction of formation or the adoption or change in its legal name, trade names or fictitious business name.

Debtor’s Representations, Warranties, Covenants and Agreements. Debtor hereby represent represents and warrants to the Secured Party, and covenants and agrees, that: (a) Debtor is the owner of (or, in the case of after-acquired Collateral, at the time Debtor acquires rights in the Collateral, will be the owner thereof) and that no other Person has (or, in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral that is senior to the interest granted to the Secured Party except for Collateral, other than the Senior Security Interests. (b) Upon the filing of UCC-l financing statements in the appropriate filing offices, the Secured Party has (or in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) a subordinated perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing. (c) This Agreement (i) has been duly authorized by all necessary corporate action of Debtor, (ii) has been duly executed by Debtor, and (iii) constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms. (d) Debtor’s place of business (or, if Debtor has more than one place of business, its chief executive office) is located at 000 Xxxxxxxxx 600 Xxxx 0xx Xxxxxx, XxxxxxxxxXxxxx 0000, XX Xxx Xxxxxxx, Xxxxxxxxxx 00000. Debtor’s true legal name is is, and has been for the five (5) year period preceding the date hereof, as set forth in the preamble to this Agreement. Debtor’s jurisdiction of formation is, and since May 19, 2010 has been, as set forth in the preamble to this Agreement. Prior to May 19, 2010, Debtor's jurisdiction of formation was the State of California. Debtor does not do business under any trade name or fictitious business name and has never used any other trade name or fictitious business name. Debtor will notify the Secured Party, in writing, at least thirty (30) days prior to any change in its place of business or jurisdiction of formation or the adoption or change of its legal name, any trade name or fictitious business name, and will, will upon request of the Secured Party, execute or authenticate any additional financing statements or other certificates or records necessary to reflect any change in its place of business or jurisdiction of formation or the adoption or change in its legal name, trade names or fictitious business name.

Debtor’s Representations, Warranties, Covenants and Agreements. Debtor hereby represent and warrants to the Secured PartyParties, and covenants and agrees, that: (a) Debtor is the owner of (or, in the case of after-acquired Collateral, at the time Debtor acquires rights in the Collateral, . will be the owner thereof) and that no other Person has (or, in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral that is senior to the interest granted to the Secured Party except for the Senior Security InterestsParties. (b) Upon the filing of UCC-l I financing statements in the appropriate filing offices, the Secured Party has Parties have (or in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) ), on a pari passu basis based on the Obligation, a subordinated perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing. (c) This Agreement (i) has been duly authorized by all necessary corporate action of Debtor, (ii) has been duly executed by Debtor, and (iii) constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms. (d) Debtor’s place of business is located at 000 Xxxxxxxxx Xxxxxx0000 Xxxxxxx Xxx, XxxxxxxxxReno, XX 00000NV 89502. Debtor’s true legal name is as set forth in the preamble to this Agreement. Debtor does not do business under any trade name or fictitious business name and has have never used any other trade name or fictitious business name. Debtor will notify the Secured PartyParties, in writing, at least thirty (30) days prior to any change in its place of business or jurisdiction of formation or the adoption or change of its legal name, any trade name or fictitious business name, and will, will upon request of the Secured PartyParties, execute or authenticate any additional financing statements statement or other certificates or records necessary to reflect any change in its place of business or jurisdiction of formation or the adoption or change in its legal name, trade names or fictitious business name.

Debtor’s Representations, Warranties, Covenants and Agreements. Debtor hereby represent represents and warrants to the Secured Party, and covenants and agrees, that: (a) Debtor is the owner of (or, in the case of after-acquired Collateral, at the time Debtor acquires rights in the Collateral, will be the owner thereof) and that no other Person person or entity other than Rio Grande Neurosciences, Inc. has (or, in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral that is senior Collateral, other than any right, title or claim which may have been granted or otherwise attached by written agreement to the interest granted junior lienholders provided such right, title or claim is expressly subordinated in writing to the Obligations and Secured Party’s interest and the identity of the junior lienholders is disclosed to Secured Party except for at the Senior Security Intereststime such subordinated right, title or claim arises and the junior lienholders acknowledge such subordinated status. (b) Upon the filing of UCC-l financing statements in the appropriate filing offices, the Secured Party has (or in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) a third priority perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filingfiling subordinate only to the liens granted to Rio Grande Neurosciences, Inc. and the holders of the Debtor’s Series C Secured Redeemable Preferred Stock. (c) This Agreement (i) has been duly authorized by all necessary corporate action of Debtor, (ii) has been duly executed by Debtor, and (iii) constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms. (d) Debtor’s place of business (or, if Debtor has more than one place of business, its principal executive office) is located at 000 Xxxxxxxxx 6000 Xxxxxx Xxxxxx, Xxxxxxxxx00xx Xxxxx, Xxxxxxxx Xxxxx, XX 00000. Debtor’s true legal name is as set forth in the preamble to this Agreement. Debtor’s jurisdiction of formation is and has been, as set forth in the preamble to this Agreement. Debtor does not do business under any trade name or fictitious business name and has never used any other trade name or fictitious business name. Debtor will notify the Secured Party, in writing, within at least thirty (30) days prior to of any change in its place of business or jurisdiction of formation or the adoption or change of its legal name, any trade name or fictitious business name, and will, will upon request of the Secured Party, execute or authenticate any additional financing statements or other certificates or records necessary to reflect any change in its place of business or jurisdiction of formation or the adoption or change in its legal name, trade names or fictitious business name.

Debtor’s Representations, Warranties, Covenants and Agreements. Debtor hereby represent represents and warrants to the Secured Party, and covenants and agrees, that: (a) Debtor is the owner of (or, in the case of after-acquired Collateral, at the time Debtor acquires rights in the Collateral, will be the owner thereof) and that no other Person person or entity other than Rio Grande Neurosciences, Inc. has (or, in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral that is senior Collateral, other than any right, title or claim which may have been granted or otherwise attached by written agreement to the interest granted junior lienholders provided such right, title or claim is expressly subordinated in writing to the Obligations and Secured Party’s interest and the identity of the junior lienholders is disclosed to Secured Party except for at the Senior Security Intereststime such subordinated right, title or claim arises and the junior lienholders acknowledge such subordinated status. (b) Upon the filing of UCC-l financing statements in the appropriate filing offices, the Secured Party has (or in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) a second priority perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing.filing subordinate only to the lien granted to Rio Grande Neurosciences, Inc.. (c) This Agreement (i) has been duly authorized by all necessary corporate action of Debtor, (ii) has been duly executed by Debtor, and (iii) constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms. (d) Debtor’s place of business (or, if Debtor has more than one place of business, its principal executive office) is located at 000 Xxxxxxxxx 6000 Xxxxxx Xxxxxx, Xxxxxxxxx00xx Xxxxx, Xxxxxxxx Xxxxx, XX 00000. Debtor’s true legal name is as set forth in the preamble to this Agreement. Debtor’s jurisdiction of formation is and has been, as set forth in the preamble to this Agreement. Debtor does not do business under any trade name or fictitious business name and has never used any other trade name or fictitious business name. Debtor will notify the Secured Party, in writing, within at least thirty (30) days prior to of any change in its place of business or jurisdiction of formation or the adoption or change of its legal name, any trade name or fictitious business name, and will, will upon request of the Secured Party, execute or authenticate any additional financing statements or other certificates or records necessary to reflect any change in its place of business or jurisdiction of formation or the adoption or change in its legal name, trade names or fictitious business name.