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.
Appears in 4 contracts
Samples: General Security Agreement, General Security Agreement (Rio Vista Energy Partners Lp), General Security Agreement (Penn Octane Corp)
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.
Appears in 2 contracts
Samples: General Security Agreement (Rio Vista Energy Partners Lp), General Security Agreement (Rio Vista Energy Partners Lp)