Grantor Information and Status. (a) Schedule 5.1(A) (as such Schedule may be amended or supplemented from time to time) sets forth under the appropriate headings: (1) the full legal name of such Grantor, (2) the type of organization of such Grantor, (3) the jurisdiction of organization of such Grantor, (4) its organizational identification number, if any, and (5) the jurisdiction where the chief executive office or its sole place of business is located, and Schedule 5.1(B) (as such Schedule may be amended or supplemented from time to time) sets forth under the appropriate heading, all trade names or other names under which such Grantor currently conducts business; (b) except as provided on Schedule 5.1(C), it has not changed its name, jurisdiction of organization, chief executive office or sole place of business or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) and has not done business under any other name, in each case, within the past five years; (c) it has not within the last five years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person as the debtor (and such Grantor was not a party thereto), which has not heretofore been terminated other than the agreements identified on Schedule 5.1(D) hereof (as such Schedule may be amended or supplemented from time to time); (d) such Grantor has been duly organized and is validly existing as an entity of the type as set forth opposite such Grantor’s name on Schedule 5.1(A) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 5.1(A) and remains duly existing as such. Such Grantor has not filed any certificates of dissolution or liquidation, any certificates of domestication, transfer or continuance in any other jurisdiction; and (e) no Grantor is a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).
Appears in 4 contracts
Samples: Second Lien Pledge and Security Agreement (Alion Science & Technology Corp), First Lien Credit and Guaranty Agreement (Alion Science & Technology Corp), First Lien Pledge and Security Agreement (Alion Science & Technology Corp)
Grantor Information and Status. (a) Schedule Schedules 5.1(A) and (as such Schedule may be amended or supplemented from time to timeB) sets set forth under the appropriate headings: (1) the full legal name of such Grantor, (2) all trade names or other names under which such Grantor conducts business, (3) the type of organization of such Grantor, (34) the jurisdiction of organization of such Grantor, (45) its organizational identification number, if any, and (56) the jurisdiction where the chief executive office or its sole place of business (or the principal residence if such Grantor is a natural person) is located, and Schedule 5.1(B) (as such Schedule may be amended or supplemented from time to time) sets forth under the appropriate heading, all trade names or other names under which such Grantor currently conducts business;
(b) except as provided on Schedule 5.1(C), it has not changed its name, jurisdiction of organization, chief executive office or sole place of business (or principal residence if such Grantor is a natural person) or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) and has not done business under any other name, in each case, within the past five two (2) years;
(c) it has not within the last five two (2) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person as the debtor (and such Grantor was not a party thereto)Person, which has not heretofore been terminated other than the agreements identified on Schedule 5.1(D) hereof (as such Schedule schedule may be amended or supplemented from time to time);
(d) such Grantor has been duly organized and is validly existing as an entity of the type as set forth opposite such Grantor’s name on Schedule 5.1(A) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 5.1(A) and and, except as permitted by the Credit Agreement, remains duly existing as such. Such Except as permitted by the Credit Agreement, such Grantor has not filed any certificates of dissolution or liquidation, any certificates of domestication, transfer or continuance in any other jurisdiction; and
(e) no Grantor is a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).
Appears in 4 contracts
Samples: Pledge Agreement (American Casino & Entertainment Properties LLC), Pledge and Security Agreement (American Casino & Entertainment Properties LLC), Second Lien Pledge and Security Agreement (American Casino & Entertainment Properties LLC)
Grantor Information and Status. (a) Schedule Schedules 5.1(A) and (as such Schedule may be amended or supplemented from time to timeB) sets set forth under the appropriate headings: (1) the full legal name of such Grantor, (2) all trade names or other names under which such Grantor conducts business, (3) the type of organization of such Grantor, (34) the jurisdiction of organization of such Grantor, (45) its organizational identification number, if any, and (56) the jurisdiction where the chief executive office or its sole place of business (or the principal residence if such Grantor is a natural person) is located, and Schedule 5.1(B) (as such Schedule may be amended or supplemented from time to time) sets forth under the appropriate heading, all trade names or other names under which such Grantor currently conducts business;
(b) except as provided on Schedule 5.1(C), it has not changed its name, jurisdiction of organization, chief executive office or sole place of business (or principal residence if such Grantor is a natural person) or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) and has not done business under any other name, in each case, within the past five (5) years;
(c) it has not within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person as the debtor (and such Grantor was not a party thereto)Person, which has not heretofore been terminated other than the agreements identified on Schedule 5.1(D) hereof (as such Schedule schedule may be amended or supplemented from time to time);
(d) such Grantor has been duly organized and is validly existing as an entity of the type as set forth opposite such Grantor’s name on Schedule 5.1(A) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 5.1(A) and and, except as permitted by the Credit Agreement, remains duly existing as such. Such Except as permitted by the Credit Agreement, such Grantor has not filed any certificates of dissolution or liquidation, any certificates of domestication, transfer or continuance in any other jurisdiction; and
(e) no Grantor is a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).
Appears in 2 contracts
Samples: Pledge Agreement (American Casino & Entertainment Properties LLC), Pledge Agreement (American Casino & Entertainment Properties LLC)
Grantor Information and Status. (a) Schedule 5.1(A) and (B) (as such Schedule schedule may be amended or supplemented by Borrower from time to time) sets forth under the appropriate headings: (1) the full legal name of such Grantor, (2) all trade names or other names under which such Grantor currently conducts business, (3) the type of organization of such Grantor, (34) the jurisdiction of organization of such Grantor, (45) its organizational identification number, if any, and (56) the jurisdiction where the chief executive office or its sole place of business is located, and Schedule 5.1(B) (as such Schedule may be amended or supplemented from time to time) sets forth under the appropriate heading, all trade names or other names under which such Grantor currently conducts business;.
(b) except as provided on Schedule 5.1(C) (as such schedule may be amended or supplemented by Borrower from time to time), it has not changed its name, jurisdiction of organization, chief executive office or sole place of business or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) and has not done business under any other name, in each case, within the past five (5) years;
(c) it has not within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person as the debtor (and such Grantor was not a party thereto)Person, which has not heretofore been terminated other than the agreements identified on Schedule 5.1(D) hereof (as such Schedule may be amended or supplemented from time to time)terminated;
(d) such Grantor has been duly organized and is validly existing as an entity of the type as set forth opposite such Grantor’s name on Schedule 5.1(A) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 5.1(A) and remains duly existing as such. Such Grantor has not filed any certificates of dissolution or liquidation, any certificates of domestication, transfer or continuance in any other jurisdiction; and
(e) no Grantor is a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (TerraForm Power, Inc.)
Grantor Information and Status. (a) As of the Closing Date and as of the date of each Security Agreement Supplement delivered pursuant to this Agreement, Schedule 5.1(A) and (B) (as such Schedule schedule may be amended or supplemented from time to time) sets forth under the appropriate headings: (1) the full legal name of such Grantor, (2) all trade names or other names under which such Grantor currently conducts business, (3) the type of organization of such Grantor, (34) the jurisdiction of organization of such Grantor, (45) its organizational identification number, if any, and (56) the jurisdiction where the chief executive office or its sole place of business (or the principal residence if such Grantor is a natural person) is located, and Schedule 5.1(B) (as such Schedule may be amended or supplemented from time to time) sets forth under the appropriate heading, all trade names or other names under which such Grantor currently conducts business;.
(b) except as provided on Schedule 5.1(C), it such Grantor has not changed its name, jurisdiction of organization, chief executive office or sole place of business (or principal residence if such Grantor is a natural person) or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) and has not done business under any other name, in each case, within the past five (5) years;
(c) it such Grantor has not within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person as the debtor (and such Grantor was not a party thereto)Person, which has not heretofore been terminated other than the agreements identified on Schedule 5.1(D) hereof (as such Schedule schedule may be amended or supplemented from time to time);
(d) such Grantor (i) has been duly organized and is validly existing as an entity of the type as set forth opposite such Grantor’s name on Schedule 5.1(A) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 5.1(A) and remains duly existing as such. Such Grantor such and (ii) has not filed any certificates of dissolution or liquidation, any certificates of domestication, transfer or continuance in any other jurisdiction; and
(e) no Grantor is a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).
Appears in 1 contract
Samples: Security Agreement (Dts, Inc.)
Grantor Information and Status. (a) As of the Closing Date and as of the date of each Security Agreement Supplement delivered pursuant to this Agreement, Schedule 5.1(A) and (B) (as such Schedule schedule may be amended or supplemented from time to time) sets forth under the appropriate headings: (1) the full legal name of such Grantor, (2) all trade names or other names under which such Grantor currently conducts business, (3) the type of organization of such Grantor, (34) the jurisdiction of organization of such Grantor, (45) its organizational identification number, if any, and (56) the jurisdiction where the chief executive office or its sole place of business (or the principal residence if such Grantor is a natural person) is located, and Schedule 5.1(B) (as such Schedule may be amended or supplemented from time to time) sets forth under the appropriate heading, all trade names or other names under which such Grantor currently conducts business;.
(b) except as provided on Schedule 5.1(C), it such Grantor has not changed its name, jurisdiction of organization, chief executive office or sole place of business (or principal residence if such Grantor is a natural person) or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) and has not done business under any other name, in each case, within the past five (5) years;
(c) it such Grantor has not within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person as the debtor (and such Grantor was not a party thereto)Person, which has not heretofore been terminated other than the agreements identified on Schedule 5.1(D) hereof (as such Schedule schedule may be amended or supplemented from time to time);
(d) such Grantor (i) has been duly organized and is validly existing as an entity of the type as set forth opposite such Grantor’s name on Schedule 5.1(A) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 5.1(A) and remains duly existing as such. Such Grantor such and (ii) has not filed any certificates of dissolution or liquidation, any certificates of domestication, transfer or continuance in any other jurisdiction; and
(e) no Grantor is a “transmitting utility” (as defined in Section 9-102(a)(809102(a)(80) of the UCC).
Appears in 1 contract
Samples: Security Agreement (Dts, Inc.)
Grantor Information and Status. Each Grantor represents and warrants that, as of the Closing Date, the date of any loan or issuance of a letter of credit under a Priority Lien Document, and as of the date of any Compliance Certificate delivered pursuant to the Priority Lien Documents:
(a) Schedule 5.1(A4.07(a) hereto (as such Schedule may be amended or supplemented from time to timetime by any Grantor) sets set forth under the appropriate headings: (1i) the full legal name of such Grantor, (2ii) the type of organization of such Grantor, (3) the jurisdiction of organization of such Grantor, (4) its organizational identification number, if any, and (5) the jurisdiction where the chief executive office or its sole place of business is located, and Schedule 5.1(B) (as such Schedule may be amended or supplemented from time to time) sets forth under the appropriate heading, all trade names or other names under which such Grantor currently conducts business;, (iii) the type of organization of such Grantor, (iv) the jurisdiction of organization of such Grantor, (v) its organizational identification number, if any, and (vi) the jurisdiction where the chief executive office is located.
(b) except Except as provided on Schedule 5.1(C4.07(b) hereto (as such Schedule may be amended or supplemented from time to time by any Grantor), it such Grantor has not changed its name, jurisdiction of organization, organization or chief executive office or sole place of business or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) and has not done business under any other name, in each case, within the past five years;.
(c) it Except as provided in Schedule 4.07(a) (as such Schedule may be amended or supplemented from time to time by any Grantor), such Grantor has not within the last five years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person as the debtor (and such Grantor was not a party thereto)Person, which has not heretofore been terminated other than that are not otherwise permitted under the agreements identified on Schedule 5.1(D) hereof (as such Schedule may be amended or supplemented from time to time);Priority Lien Documents.
(d) such Such Grantor has been duly organized and is validly existing as an entity of the type as set forth opposite such Grantor’s name on in Schedule 5.1(A4.07(a) hereto solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 5.1(A4.07(a) hereto and remains duly existing as such. Such Grantor has not filed any certificates of dissolution or liquidation, any certificates of domestication, transfer or continuance in any other jurisdiction; and.
(e) no Such Grantor is not a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).
Appears in 1 contract
Samples: Pledge and Security Agreement (GXS Investments, Inc.)
Grantor Information and Status. (a) Schedule Schedules 5.1(A) and 5.1(B) (as such Schedule schedules may be amended or supplemented from time to time) sets set forth under the appropriate headings: (1i) the full legal name of such Grantor, (2ii) the type of organization of such Grantor, (3) the jurisdiction of organization of such Grantor, (4) its organizational identification number, if any, and (5) the jurisdiction where the chief executive office or its sole place of business is located, and Schedule 5.1(B) (as such Schedule may be amended or supplemented from time to time) sets forth under the appropriate heading, all trade names or other names under which such Grantor currently conducts business;, (iii) the type of organization of such Grantor, (iv) the jurisdiction of organization of such Grantor, (v) its organizational identification number, if any and (vi) the jurisdiction where its chief executive office or its sole place of business (or its principal residence if such Grantor is a natural person) is located.
(b) except Except as provided on Schedule 5.1(C), it has not changed its name, jurisdiction of organization, chief executive office or sole place of business (or principal residence if such Grantor is a natural person) or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) and has not done business under any other name, in each case, within the past five two (2) years;
(c) it It has not within the last five two (2) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person as the debtor (and such Grantor was not a party thereto)Person, which has not heretofore been terminated other than the agreements identified on Schedule 5.1(D) hereof (as such Schedule schedule may be amended or supplemented from time to time);.
(d) such Grantor It has been duly organized and is validly existing as an entity of the type as set forth opposite such Grantor’s its name on Schedule 5.1(A) solely under the laws of the jurisdiction as set forth opposite such Grantor’s its name on Schedule 5.1(A) and remains duly existing as such. Such Grantor It has not filed any certificates of dissolution or liquidation, any certificates of domestication, transfer or continuance in any other jurisdiction; and.
(e) no No Grantor is a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).
Appears in 1 contract
Samples: Pledge and Security Agreement (American Casino & Entertainment Properties LLC)
Grantor Information and Status. (a) Schedule 5.1(ASchedules 5.2(A) and 5.2(B) attached hereto (as such Schedule schedule may be amended or supplemented from time to time) sets set forth under the appropriate headings: (1i) the full legal name of such Grantor, (2ii) all trade names or other names under which such Grantor currently conducts business, (iii) the type of organization of such Grantor, (3iv) the jurisdiction of organization of such Grantor, (4v) its organizational identification number, if any, and (5vi) the jurisdiction where the chief executive office or its sole place of business is located, and Schedule 5.1(B) (as such Schedule may be amended or supplemented from time to time) sets forth under the appropriate heading, all trade names or other names under which such Grantor currently conducts business;.
(b) except Except as provided on Schedule 5.1(C)5.2(C) attached hereto, it such Grantor has not changed its name, jurisdiction of organization, chief executive office or sole place of business or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) and has not done business under any other name, in each case, within the past five (5) years;.
(c) it Except as provided on Schedule 5.2(D) attached hereto, such Grantor has not within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person as the debtor (and such Grantor was not a party thereto)Person, which has not heretofore been terminated other than the agreements identified on Schedule 5.1(D) hereof (as such Schedule may be amended or supplemented from time to time);terminated.
(d) such Such Grantor has been duly organized and is validly existing as an entity of the type as set forth opposite such Grantor’s name on Schedule 5.1(A5.2(A) attached hereto solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 5.1(A5.2(A) attached hereto and remains duly existing as such. Such Grantor has not filed any certificates of dissolution or liquidation, any certificates of domestication, transfer or continuance in any other jurisdiction; and.
(e) no Such Grantor is not a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).
Appears in 1 contract
Samples: Security Agreement (Great Wolf Lodge of Grapevine, LLC)
Grantor Information and Status. (a) Schedule 5.1(A) (as such Schedule schedule may be amended or supplemented from time to timetime in accordance with the terms hereof) sets forth under the appropriate headings: (1) the full legal name of such Grantor, (2) the type of organization of such Grantor, (3) the jurisdiction of organization of such Grantor, (4) its organizational identification number, if any, and (5) the jurisdiction where the chief executive office or its sole place of business is located, and Schedule 5.1(B) (as such Schedule may be amended or supplemented from time to time) sets forth under the appropriate heading, all trade names or other names under which such Grantor currently conducts business;.
(b) except as provided on Schedule 5.1(C5.1(B) (as such schedule may be amended or supplemented from time to time in accordance with the terms hereof), it has not changed its name, jurisdiction of organization, chief executive office or sole place of business or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) and has not done business under any other name, in each case, within the past five (5) years;
(c) it has not within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person as the debtor (and such Grantor was not a party thereto)Person, which has not heretofore been terminated other than the agreements identified on Schedule 5.1(D5.1(C) hereof (as such Schedule schedule may be amended or supplemented from time to timetime in accordance with the terms hereof);
(d) such Grantor has been duly organized and is validly existing as an entity of the type as set forth opposite such Grantor’s name on Schedule 5.1(A) (as such schedule may be amended or supplemented from time to time in accordance with the terms hereof) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 5.1(A) (as such schedule may be amended or supplemented from time to time in accordance with the terms hereof) and remains duly existing as such. Such Grantor has not filed any certificates of dissolution or liquidation, any certificates of domestication, transfer or continuance in any other jurisdiction;
(e) the execution, delivery and performance by such Grantor of this Agreement are within such Grantor’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) violate the terms of such Grantor’s organizational documents, (b) violate or result in any breach of, or the creation of any Lien under (other than Liens created by this Agreement and other Permitted Liens), or require any payment to be made under (i) any contractual obligation to which such Grantor is a party or which is binding upon such Grantor or the properties of such Grantor or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Grantor or its property is subject; or (c) violate any law; except with respect to any violation or breach (but not creation of Liens) referred to in clause (b) and (c) above, to the extent that such violation or breach could not reasonably be expected to have a Material Adverse Effect; and
(ef) no this Agreement has been duly executed and delivered by such Grantor, and constitutes a legal, valid and binding obligation of such Grantor, enforceable against such Grantor is in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a “transmitting utility” (as defined proceeding in Section 9-102(a)(80equity or at law) and an implied covenant of the UCC)good faith and fair dealing.
Appears in 1 contract
Samples: Priority Lien Pledge and Security Agreement (Unisys Corp)