Grantor Representations and Warranties Sample Clauses

Grantor Representations and Warranties. Each of Grantor and Administrator hereby severally and not jointly represents and warrants to Participant as follows: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation and has the power and authority to carry on its present business and operations and to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is the legal, valid and binding obligation of Grantor and enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles; (c) Neither the execution, delivery or performance of this Agreement by it nor consummation of the transactions contemplated hereby will violate or contravene any law, rule, regulation, order, agreement, or instrument affecting it or the Grantor Interest; and (d) No proceedings are pending against it or to the best of its knowledge, threatened against it before any governmental authority that will materially and adversely affect (i) the Grantor Interest or the obligations assumed hereunder, or (ii) any action taken or to be taken by it under this Agreement.

Grantor Representations and Warranties. Each Grantor hereby represents, warrants, and covenants that: (a) such Grantor owns or has good and marketable title to the Collateral and no other person or organization can make any claim of ownership of any kind on the Collateral; (b) such Grantor has the full power, authority and legal right to grant the security interest in the Collateral; (c) the Collateral is free from any and all claims, encumbrances, rights of setoff or any other security interest or lien of any kind except for the security interest in favor of the Secured Party created by this Agreement and (d) this Agreement creates in favor of the Secured Party a valid security interest in the Collateral, securing payment of the Secured Obligations, and such security interest is first priority. Each Grantor will defend the Collateral against all claims and demands made by all persons claiming either the Collateral or any interest in it.

Grantor Representations and Warranties. The Grantor hereby represents, warrants, and covenants that: (a) the Grantor owns or has good and marketable title to the Collateral and no other person or organization can make any claim of ownership of any kind on the Collateral; (b) the Grantor has the full power, authority and legal right to grant the security interest in the Collateral; and (c) this Agreement creates in favor of the Secured Party a valid security interest in the Collateral, securing payment of the Secured Obligations. The Grantor will defend the Collateral against all claims and demands made by all persons claiming either the Collateral or any interest in it.

Grantor Representations and Warranties. Grantor represents, warrants and covenants that: (a) Grantor’s chief executive office and the books and records relating to the Collateral are located at Grantor’s place of business at 0000 X. Xxxx Xxxxxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxx 00000. (b) Grantor will not move its chief executive office or the books and records specified in Section 6(a) hereof, change its name or change the choice of legal entity under which it operates or the state under whose laws it is organized, without Bank’s prior written consent. (c) No Collateral is, or will be, maintained at any location other than as specified in Section 6(a) hereof. (d) The information contained in the “Perfection Certificate” attached hereto as Exhibit A and dated contemporaneously herewith from Grantor to Bank is true and correct.

Grantor Representations and Warranties. To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Company thereunder, each Grantor jointly and severally hereby represents and warrants to the Administrative Agent and each Lender that:

Grantor Representations and Warranties. In order to induce Assignee to accept this Assignment, Grantor hereby represents and warrants to Assignee and Assignee’s successors and assigns that (a) Grantor is the sole, absolute owner of the Grantor Property; (b) the documents constituting the Loan Property are each valid, binding, in full force and effect, and enforceable against Grantor in accordance with their terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles; (

Grantor Representations and Warranties. The Grantor hereby represents, warrants, and covenants that: (a) the Grantor owns or has good and marketable title to the Collateral and no other person or organization can make any claim of ownership of any kind on the Collateral; (b) the Grantor has the full power, authority and legal right to grant the security interest in the Collateral; (c) the Collateral is free from any and all claims, encumbrances, rights of setoff or any other security interest or lien of any kind except for the security interest in favor of the Secured Party created by this Agreement; (d) all of Grantor’s interests in the Grantor’s registered Trademarks, Trademark applications, registered Copyrights and Copyright applications are identified on Schedule A hereto (the “Registered IP”); (e) Grantor is the owner of the Registered IP included in the Collateral, free and clear of any liens; and (f) this Agreement creates in favor of the Secured Party a valid security interest in the Collateral, securing payment of the Secured Obligations, and, assuming Secured Party takes the actions necessary to perfect such security interest, such security interest is first priority. The Grantor will defend the Collateral against all claims and demands made by all persons claiming either the Collateral or any interest in it.

Grantor Representations and Warranties. (a) Grantor is duly existing and in good standing as a corporation in its jurisdictions of organization and Grantor is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to result in a material adverse effect. In connection with this Agreement, Grantor has delivered to Collateral Agent a completed perfection certificate and any updates or supplements thereto on or before the the date hereof (the “Perfection Certificate”). Grantor represents and warrants that all the information set forth on the Perfection Certificates pertaining to Grantor is accurate and complete as of the date of such Perfection Certificate. (b) The execution, delivery and performance by Grantor of the Transaction Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Grantor’s organizational documents, including its bylaws, (ii) contravene, conflict with, constitute a default under or violate any applicable law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any governmental authority by which Grantor or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any governmental authority (except such governmental approvals which have already been obtained and are in full force and effect), or (v) constitute an event of default under or cause any lien to arise under or otherwise cause a change under any material agreement by which Grantor, or its property, is bound. (c) The Grantor hereby represents, warrants, and covenants that the Grantor owns or has good and marketable title to the Collateral and no other person or organization can make any claim of ownership of any kind on the Collateral; (b) the Grantor has the full power, authority and legal right to grant the security interest in the Collateral; (c) the Collateral is free from any and all claims, encumbrances, rights of setoff or any other security interest or lien of any kind except for the security interest in favor of the Collateral Agent (for the benefit of Secured Parties) created by this Agreement and (d) this Agreement creates in favor of the Collateral Agent (for the benefit of Secured Parties) a valid security inter...

Grantor Representations and Warranties. 4.1 Each Grantor, severally and not jointly, represents and warrants to Holder with respect only to itself, that the statements in this Section 4 are correct and complete as of the date hereof, and will be correct and complete on the Closing Date.

Grantor Representations and Warranties. Grantor hereby represents and warrants to Grantee the following: (a) Grantor is the sole legal and record owner of the Property, subject to rights of the public to use the Property for public roads and recreational trails; (b) Grantor has the right and authority to grant the Easements to Grantee and to enter into this Agreement and the signer/representative has obtained permission and authority to sign on behalf of Grantor, and that the signing and performance contemplated by and under this Agreement does not violate any law under which Grantor is organized, and the charter, ordinances or resolutions or code of laws or any court orders, judicial decrees or contracts, affecting Grantor; and (c) Except for existing utility crossings, Grantor has not granted any other rights-of-way, easements, leases, licenses, permits, agreements, permissions, covenants, conditions, servitudes, grants, rights or the like for the purpose of installing, constructing and operating pipeline(s) for the gathering, conveyance and transportation of natural gas and/or water on, under, across, through and crossing the Permanent Pipeline Easement and the Property and Grantor will not do so for as long as this Agreement is in effect, unless any of the aforesaid is requested by a governmental entity other than Grantor, in which case any activity should be previously coordinated with and subject to approval by Grantee (in its sole discretion) as permitted by law.