General Representations, Warranties and Agreements. Obligor hereby represents, warrants and agrees that:
a. The execution, delivery and performance of this Agreement are within its powers, corporate or otherwise, have been duly authorized by all required action and do not and will not contravene any law or any agreement or undertaking to which it is a party or by which it may in any way be bound or, if Obligor is a corporation, its certificate of incorporation or by-laws.
b. Each of the representations and warranties contained herein is true and correct on the date hereof and all other information, including financial statements and projections, furnished to RZB at any time by or on behalf of Obligor was and will be complete and correct in all respects to the extent necessary for the purpose of presenting the subject matter thereof fairly to RZB.
c. The Obligor is the sole owner of each of the accounts and other items of Collateral referred to in Section 3(i) above and no one has or claims to have any interest of any kind therein or thereto; each of the debtors and other obligors named in or obligated under every such account and other items of Collateral referred to in Section 3(i) above is indebted to the Obligor in the amount and on the terms indicated in the invoice or other evidence of such account or such other item of collateral and any schedule of accounts, each account and other item of collateral referred to in Section 3(i) above is bona fide and arises out of the completed performance of labor or services or the sale and delivery or lease of merchandise or both; and none of the accounts or such other item of collateral is now, nor will at any time in the future become contingent upon the fulfillment of any contract or conditions whatsoever, nor subject to any defense, recoupment, offset or counterclaim.
General Representations, Warranties and Agreements. Obligor hereby represents, warrants and agrees that:
(a) The execution, delivery and performance of this Agreement are within its powers, corporate or otherwise, have been duly authorized by all required action and do not and will not contravene any law or any agreement or undertaking to which it is a party or by which it may in any way be bound or, if Obligor is a corporation, its certificate of incorporation or bylaws;
(b) Obligor will promptly (but in no event later than ten (10) days after such request) furnish BNY with all information concerning its business and financial condition as BNY may reasonably request; and
(c) Each of the representations and warranties contained in the Questionnaire, if any, submitted to BNY by Obligor in connection with this Agreement is true and correct on the date hereof as if made on the date hereof and all other information, including financial statements and projections, furnished to BNY at any time by or on behalf of Obligor was and will be complete and correct in all material respects to the extent necessary for the purpose of presenting the subject matter thereof fairly to BNY.
General Representations, Warranties and Agreements. Debtor hereby represents warrants and agrees that:
(a) It is a corporation duly organized and validly existing under the laws of the jurisdiction in which it is incorporated.
(b) Its exact legal name of is as set forth on the signature page of this Agreement.
(c) The execution, delivery and performance of this Agreement are within its powers, corporate or otherwise, have been duly authorized by all required action and do not and will not contravene any law or any agreement or undertaking to which it is a party or by which it may in any way be bound or, if such Debtor is a corporation, its charter documents.
(d) It will furnish the Secured Party with all information concerning its business and financial condition as the Secured Party may reasonably request.
General Representations, Warranties and Agreements. (a) Each party warrants and represents to each of the other parties that such party has not heretofore assigned, subrogated or transferred to any natural person, firm, partnership, corporation or entity whatsoever any claim, right or interest under the Original Agreement. In the event that any claim, demand, cause of action or suit is made or initiated against a party to this Amendment because of any such purported prior assignment, transfer or subrogation of any such claim, right or interest, the assigning, transferring or subrogating party shall indemnify, defend and hold harmless the other parties from any such claim, demand, cause of action or suit, and from any such purported assignment, subrogation or transfer.
(b) Each party warrants and represents to each of the other parties that such party is entering into this Amendment without duress or undue influence, in good faith and for sufficient consideration, and that this Amendment is fair, just and reasonable as to such party. Each party enters into this Amendment with full knowledge of any and all rights that such party may have by reason of or in relation to the Original Agreement.
(c) Each party warrants and represents to each of the other parties that this Amendment has been duly and validly authorized by all requisite corporate or other company action of such party, if applicable, has been duly and validly executed and delivered by such party, and constitutes the valid and binding obligation of such party, enforceable against such party in accordance with its terms.
General Representations, Warranties and Agreements. Xxxxxx represents and warrants to Pinnacle that as of the date first set forth above and as of the date of Xxxxxxxx’s funding of each Loan hereunder that:
a. Broker is duly organized, validly existing and in good standing under the laws of the jurisdiction of Broker’s organization and is qualified, licensed and/or endorsed as necessary to transact business in the state wherein the borrower resides and the real property securing the Loan is located;
b. Xxxxxx has and will have the requisite power and authority to enter into and perform this Agreement;
c. this Agreement has been duly authorized, executed, and delivered to Pinnacle and constitutes a valid, legally binding and enforceable agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally, and by general principles of equity;
d. the execution and performance of this Agreement will not violate any provision of any organizational document, instrument, agreement, judgment, order, statute, or regulation by which Broker is bound or to which it is a party or require the consent of any other person or governmental authority (unless such consent has been obtained);
e. there is no action, proceeding, or investigation pending or, to Xxxxxx’s knowledge, threatened, that has or would have an adverse effect on Broker’s performance of its obligations under this Agreement or which questions the validity of this Agreement or of any action taken or to be taken pursuant thereto;
f. no consent, approval, authorization or order of any court, government body or any other person or entity is required for the execution, delivery and performance by Broker of this Agreement;
g. Broker is not a party to, bound by or in breach or violation of any agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects, or may in the future materially and adversely affect, the ability of Broker to perform its obligations under this Agreement, including, without limitation, Broker’s purchase and indemnification obligations pursuant to this Agreement;
h. no statement, report, document or other information provided by Broker to Pinnacle, or to be provided by Broker to Pinnacle pursuant to this Agreement contains, or will contain, any misrepres...
General Representations, Warranties and Agreements. Obligor hereby represents, warrants and agrees that:
(a) The execution, delivery and performance of this Agreement are within its powers, corporate or otherwise, have been duly authorized by all required action and do not and will not contravene any law or any agreement or undertaking to which it is a party or by which it may in any way be bound or, if Obligor is a corporation, its certificate of incorporation or bylaws;
(b) Obligor will furnish Secured Party with all information concerning its business and financial condition as Secured Party may request; and
(c) Each of the representations and warranties contained in the Questionnaire submitted to Secured Party by Obligor (or Borrower) in connection with this Agreement is true and correct on the date hereof as if made on the date hereof and all other information, including financial statements and projections, furnished to Secured Party at any time by or on behalf of Obligor was and will be complete and correct in all material respects to the extent necessary for the purpose of presenting the subject matter thereof fairly to Secured Party and Lenders.
General Representations, Warranties and Agreements. Obligor hereby represents, warrants and agrees that:
a. The execution, delivery and performance of this Security Agreement are within its powers, corporate or otherwise, have been duly authorized by all required action and do not and will not contravene any law or any agreement or undertaking to which it is a party or by which it may in any way be bound or its certificate of incorporation or by-laws;
b. Except for any liens granted to the Lender pursuant to this Agreement and except for Permitted Liens (as defined below), (i) the Obligor is the owner of the Collateral and (ii) all such Collateral is owned free and clear of any and all liens.
c. Appropriate financing statements have been or are concurrently herewith being filed by the Obligor in the jurisdictions on Schedule B hereto, and upon such filing (which all such filings and other related documents, have been or are concurrently being delivered to the Lender in completed and executed form), the security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Lender, in the Collateral for which perfection is governed by the UCC . Such security interest will be prior to all other liens on the Collateral except for liens which have priority over the Lender's lien by operation of law and any Permitted Liens existing as of the date hereof.
d. On the date hereof, the Obligor's jurisdiction of organization and the location of the Obligor's chief executive office or sole place of business is specified on Schedule C.
e. On the date hereof, the Collateral (other than Collateral in transit) are kept at the locations listed on Schedule D hereto.
f. The exact legal name of the Obligor is as set forth on page one hereof. Except as set forth on Schedule E hereto, the Obligor has no trade names, fictitious names or other names except its legal name, and does not operate in any jurisdiction under, and has not had or operated in any jurisdiction within the five-year period preceding the date hereof under, any trade name, fictitious name or other name other than its legal name.
g. To the Obligor's actual knowledge, the representations and warranties made by the Obligor in this Agreement and the documents and certificates furnished to the Lender by the Obligor in connection therewith, taken as a whole, do not contain any untrue statement of a material fact or to the Obligor's actual knowledge omit to state a material fact necessary in order to make...
General Representations, Warranties and Agreements. Debtor is the sole owner of the Collateral, free and clear of all liens and security interests, or the Collateral is being acquired solely by Debtor with the proceeds of the loan(s) described above, and Bank is authorized to disburse the proceeds of said loan directly to the seller of the Collateral as shown on Bank's records. Debtor will defend the Collateral against the claims and demands of all persons. No Debt Collateral, as hereinafter defined, is or will be subject to any defense or claim of the account debtor, as defined hereinafter. Except for sales or leases of inventory in the ordinary course of Debtor's business, Debtor will not sell, transfer, or encumber the Collateral, or suffer any transfer or encumbrance thereof, or in any way impair the security afforded by the Collateral, without Bank's prior written consent. Debtor will promptly notify Bank in writing of any change in Debtor's residence, as set forth in the introductory paragraph or in paragraph 2, or chief executive office. Debtor will at all tames keep the Collateral insured against all insurable hazards in amounts equal to the full cash value of the Collateral. Such insurance shall be in such companies as may be acceptable to Bank, with provisions satisfactory to Bank for payment of all losses thereunder to Bank as its interest may appear, and, if required, Debtor shall deposit the policies with Bank. Any money received by Bank under said policies may be applied to the payment of any Obligation, whether or not then due and payable, or at Bank's option may be delivered by Bank to Debtor or for the purpose of repairing or restoring the Collateral. Debtor assigns to Bank all rights to receive proceeds of insurance not exceeding the total amount of the Obligations, directs any insurer to pay proceeds directly to Bank. If Debtor fails to keep the Collateral insured as required by Bank, Bank shall have the right to obtain such insurance at Debtor's and Borrower's expense, which shall be deemed an Obligation. Debtor and Borrower shall pay all costs of, and taxes imposed upon, the filing of financing statements and amendments thereto, and continuation and termination statements with respect to the security interest created hereby, and Bank is authorized to do all things which it deems necessary to perfect and maintain perfection and priority of the security interest created hereby, to preserve the enforceability of any Obligation, and to protect the Collateral, and all expenditures for these ...
General Representations, Warranties and Agreements. So long as any of the Obligations remain outstanding, the Guarantor hereby represents and warrants to, and agrees with, the Agent that:
General Representations, Warranties and Agreements. Obligor hereby represents, warrants and agrees that:
a. The execution, delivery and performance of this Agreement are within its powers, corporate or otherwise, have been duly authorized by all required action and do not and will not contravene any law or any agreement or undertaking to which it is a party or by which it may in any way be bound or, if Obligor is a corporation, its certificate of incorporation or by-laws.
b. Each of the representations and warranties contained herein is true and correct on the date hereof and all other information, including financial statements and projections, furnished to RZB at any time by or on behalf of Obligor was and will be complete and correct in all respects to the extent necessary for the purpose of presenting the subject matter thereof fairly to RZB.
