DEBTOR'S WARRANTIES AND REPRESENTATIONS. Debtor warrants and represents:
(a) that Debtor is justly indebted to Secured Party for the full amount of the indebtedness set forth on each Schedule;
(b) that except for the security interest granted hereby, the Collateral is free from and will be kept free from all liens, claims, security interests and encumbrances;
(c) that no financing statement covering the Collateral or any proceeds thereof is on file in favor of anyone other than Secured Party, but if such other financing statement is on file, it will be terminated or subordinated;
(d) that all information supplied and statements made by Debtor in any financial, credit or accounting statement or application for credit prior to, contemporaneously with or subsequent to the execution of this Security Agreement with respect to this transaction are and shall be true, correct, valid and genuine; and
(e) that Debtor has full authority to enter into this agreement and in so doing it is not violating its charter or by-laws, any law or regulation or agreement with third parties, and it has taken all such action as may be necessary or appropriate to make this Security Agreement binding upon it.
DEBTOR'S WARRANTIES AND REPRESENTATIONS. Debtor warrants, represents and covenants that:
A. The Collateral is or will be owned by Debtor and except with respect to (i) collateral securing a $65,000 loan from Jay X. Xxxxxx xxx/or his affiliates to the Company (which loan is to be repaid from the proceeds of the $350,000 loan from the Secured Party), and (ii) the collateral securing the Subordinated Debt as defined in that certain Subordination Agreement of even date herewith, the Collateral is not subject to any security interests, liens or encumbrances, charges, restrictions or claims except as created by this Agreement, and Debtor will defend the Collateral against the claims and demands of all persons;
B. Debtor will execute, and will pay all costs of filing of, any financing, continuation or termination statement with respect to the security interest created by this Agreement deemed necessary or desirable by the Secured Party;
C. Debtor shall from time to time, at the expense of Debtor, execute and deliver all further instruments and documents, and take all further actions, that the Secured Party may reasonably deem necessary or desirable, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral.
D. Debtor hereby authorizes the Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral, with or without Debtor's signature thereon.
E. Debtor was incorporated under the name J-Mac Domestic, Inc., changed its name to Caraco, Inc. until changing its name to its current name, and Debtor's chief executive office and sole place of business is located at 1150 Xxxxxx XxXxx Xxxxx, Detroit, Michigan 48202.
F. Debtor is a corporation duly organized under the laws of Michigan, validly existing and in good standing and has full corporate power to own, operate and lease its properties and to carry on its business as now conducted. Debtor is qualified to do business in all jurisdictions where the nature of its activities would make such qualification necessary and the failure to so qualify would have a material and adverse affect on the Debtor.
G. Debtor has all power, statutory and otherwise, to execute and deliver this Security Agreement, the Note and the Subordination Agreement, and the execution hereof and thereof, and Debtor's performance of its obligations hereunder a...
DEBTOR'S WARRANTIES AND REPRESENTATIONS. Debtor warrants and represents to Secured Party:
DEBTOR'S WARRANTIES AND REPRESENTATIONS. Debtor makes the following warranties and representations to the Secured Parties:
SECTION 1.1. Debtor is a Delaware limited partnership organized under the laws of the state of Delaware in good standing with its principal place of business at 800 Xxxxxx Xxxxxx Xxx 000, Xx Xxxxxxx, XX 00000.
SECTION 1.2. The exact legal name of Debtor is Rio Vista Operating Partnership, L.P., and Debtor uses no other names or marks, and has no other locations, unless listed on Exhibit A attached hereto.
SECTION 1.3. Debtor owns the Collateral (as hereinafter defined), free from all liens, security interests, or encumbrances, except for the lien granted for the benefit of RZB Finance LLC (“RZB”) under that certain Leasehold Deed of Trust, Security Agreement, Financing Statement and Assignment of Rents dated effective October 17, 1997, recorded in Volume 4700, page 298 of the real property records of Cameron County, Texas, from Debtor for the benefit of RZB, as modified by the Deed of Trust Modification Agreement effective as of September 15, 2004, between RZB, Penn Octane Corporation and Borrower (as modified, the “RZB Lien”), which RZB Lien has been fully subordinated to the first priority lien in favor of the Secured Parties granted under this Agreement pursuant to a Lender’s Consent and Subordination Agreement (the “RZB Subordination Agreement”) executed by Debtor and RZB concurrently with this Agreement.
DEBTOR'S WARRANTIES AND REPRESENTATIONS. Debtor represents and warrants and, so long as any Indebtedness remains unpaid, shall be deemed to continuously represent and warrant that:
A. Debtor is the owner of the Collateral free of all security interests, liens or other encumbrances, except the Security Interest and except as reflected on Schedule B annexed hereto and liens of the type described in Section 6.1 of the Credit Agreement.
B. Debtor is authorized to enter into this Security Agreement.
C. This Security Agreement is effective to create in favor of the Secured Party the Security Interest in the Collateral as set forth herein.
D. Debtor is authorized to enter into the transactions contemplated herein.
E. Debtor is engaged in business operations which are carried on at the address(es) specified in Schedule A annexed hereto.
F. Debtor's records concerning the Collateral are kept at the address(es) specified in Schedule A annexed hereto.
G. The Collateral is located at the address(es) specified in Schedule A annexed hereto.
H. Each account is genuine and enforceable in accordance with its terms against the party obligated to pay or perform it (the "account debtor") subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability of creditors' rights generally, and except for accounts which are properly reserved against on the Debtor's financial statements and except for accounts which do not at any time exceed $25,000 less the aggregate amount of accounts included under the similar exception in paragraph III. J. below.
I. The amounts or performance represented by Debtor to the Secured Party as owing by each account debtor or all account debtors is the correct amount or performance actually owing by the account debtor or all account debtors, except for normal cash discounts where applicable.
J. To the Debtor's knowledge, no account debtor has any defense, set off, claim or counterclaim against Debtor which can be successfully asserted against the Secured Party, whether in any proceeding to enforce this Security Agreement and the rights conferred hereunder or otherwise, except for defenses, set off, claims or counterclaims which do not at any time exceed, in the aggregate, $25,000 less the aggregate amount of accounts included under the similar exception in paragraph III. H. above.
K. Each account or all accounts arose in the ordinary course of Debtor's business.
L. No notice of the bankruptcy or in...
DEBTOR'S WARRANTIES AND REPRESENTATIONS. Debtor represents and warrants to Secured Party that:
(a) Debtor has the authority to execute, deliver and perform this Security Agreement; the execution and performance hereof have been authorized by all necessary action of Debtor; and this Security Agreement is the legal and binding obligation of Debtor, enforceable in accordance with its terms;
(b) there is no financing statement or other document creating or evidencing a lien now on file in any public office covering any of the Collateral, or any lien of encumbrance on any of the Collateral, whether such Collateral be real or personal, tangible or intangible, or whether Debtor is named or signed as Debtor, except as heretofore disclosed to Secured Party in writing;
(c) Debtor has, and, as to after-acquired Collateral, will have when such Collateral becomes subject to this Security Agreement, good, indefeasible and merchantable title to, and ownership of, the Collateral, subject only to liens for taxes not yet due and payable;
(d) the place of business (or chief executive office if Debtor maintains more than one place of business), or residence (if Debtor maintains one or more residence if Debtor is an individual) of Debtor is in New York County, New York;
(e) the Collateral is located at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, in the County of New York, State of New York, and as to any such Collateral owned or in the possession of Debtor as of the date hereof, has been located continuously in the County of New York, State of New York, for the preceding four months;
(f) no dispute, right of setoff, counterclaim or defenses exist with respect to the Collateral or any part of the Collateral;
(g) all of the representations and warranties made by Debtor in all instruments and documents evidencing and securing the Secured Indebtedness or any part thereof, including, without limitation, this Security Agreement, are true and correct in all material respects;
(h) there has been no change in the name of Debtor, or the name under which Debtor conducts its business, within the five years preceding the date of execution of this Security Agreement; and
(i) neither the execution and delivery of this Security Agreement and the other documents executed in connection herewith, nor consummation of any of the transactions herein contemplated, nor compliance with the terms and provisions hereof, will contravene or conflict with any provision of law, statute or regulation to which Debtor is subject, or any judgment, license, ...
DEBTOR'S WARRANTIES AND REPRESENTATIONS. Debtor warrants and represents: Page 1 of 6 2 (a) that Debtor is justly indebted to Secured Party for the full amount of the indebtedness set forth on each Schedule;
DEBTOR'S WARRANTIES AND REPRESENTATIONS. Debtor covenants, warrants, and represents as follows:
a. Debtor is a validly formed and existing Nevada corporation with all necessary authority to conduct its business. The President of Debtor is duly authorized to execute this agreement on behalf of Xxxxxx.
b. This Security Agreement is a valid and binding obligation of Debtor. The agreement creates a perfected, first priority security interest, enforceable against the collateral in Which the Debtor now has rights and will create a perfected, first priority security interest enforceable against the collateral in which Debtor lunar acquires rights, when. Debtor acquires those rights. There are no other security agreements currently in existence encumbering the collateral described herein.
c. Neither the execution nor delivery of this security agreement, nor the taking of any action in compliance with it, will
(1) Violate or breach the law, regulations, rule, order, or judicial action binding on Debtor, or any agreement to which Debtor is a party, or
(2) result in the creation of a lien against the collateral except that created by this Security Agreement.
d. No default or potential default exists.
DEBTOR'S WARRANTIES AND REPRESENTATIONS. In addition to any representations and warranties of Debtor set forth in the Transaction Agreements, all of which are incorporated herein by this reference. Debtor hereby warrants and represents to and for the benefit of Secured Party that:
(a) Organization: Good Standing. Debtor is a corporation, duly organized, validly existing and in good standing under the laws of the State of California. Debtor's exact legal name is as set forth in the first paragraph of this Agreement. Debtor is qualified to do business and in good standing under the laws of the State of Michigan.
DEBTOR'S WARRANTIES AND REPRESENTATIONS. Debtor warrants and represents:
(a) that Debtor shall use the Collateral for business or commercial purposes (other than agricultural) only and not for personal, family or household purposes;
(b) that except for the security interest granted hereby, the Collateral is free from and will be kept free from all liens, claims, security interests and encumbrances:
(c) that no financing statement covering the Collateral is on file in favor of anyone other than Secured Party, but if such other financing statement Is on file, it will be terminated or subordinated;
(d) that Debtor has full authority to enter this agreement and in so doing it is not violating s charter or by-laws, any law or regulation or agreement with third parties, and it has taken all such action as may be necessary or appropriate to make this Agreement binding upon it; and
(e) that Debtor's exact legal name and organizational identification number are as set forth below at the signature lines and Debtor is, and will remain. validly existing and in good standing under the laws of the state of its formation (as specified at the signature fines hereof). Debtor has, and will maintain, its chief executive office at the location specified below at the signature lines,and Is, and will remain, duly qualified and licensed in every Jurisdiction wherever necessary to carry on its business and operations, including the jurisdiction(s) where the Collateral is or is to be located.
