Grantors’ Representations, Warranties and Agreements Sample Clauses

Grantors’ Representations, Warranties and Agreements. Grantors represent, warrant and agree that: (a) each Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the portion of the Collateral owned by it, except Permitted Encumbrances and such other Liens as are timely contested in good faith, and upon its failure to pay or so contest such taxes, charges, Liens and assessments, Secured Party at its option may pay any of them, and Secured Party shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same; (b) the Collateral will not be used for any unlawful purpose or in violation of any Law, regulation or ordinance, nor used in any way that will void or impair any insurance required to be carried in connection therewith; (c) each Grantor will, to the extent consistent with good business practice, keep the portion of the Collateral owned by it in reasonably good repair, working order and condition, and from time to time make all needful and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with such portion of the Collateral in all such ways as are considered good practice by owners of like Property; (d) each Grantor will take all reasonable steps to preserve and protect the Collateral; (e) each Grantor will maintain, with responsible insurance companies, insurance covering the Collateral against such insurable losses as is required by the Credit Agreement and the Note Agreement and is to be consistent with sound business practice, and will cause Secured Party to be designated as an additional insured and loss payee with respect to all insurance will obtain the written agreement of the insurers that such insurance shall not be cancelled, terminated or materially modified to the detriment of Secured Party without at least 30 days prior written notice to Secured Party, and will furnish copies of such insurance policies or certificates to Secured Party promptly upon request therefor; (f) Grantors will promptly notify Secured Party in writing in the event of damage to any material portion of the Collateral from any source whatsoever, and, except for the disposition of collections and other proceeds of the Collateral permitted by Section 6 hereof, Grantors will not remove or permit to be removed any part of the Collateral from their places of business without the prior written consent of Secured Party, except for such items of the Collateral as are removed...

Grantors’ Representations, Warranties and Agreements. Grantor represents, warrants and agrees that: (a) Grantor owns the Collateral free and clear of any Lien except as expressly permitted in the Credit Agreement and Grantor has the right and power to grant the security interests granted hereunder in the Collateral; (b) Grantor is the sole legal and beneficial owner of the Pledged Collateral in which Grantor is purporting to grant a security interest to Collateral Agent for the benefit of Secured Party, and the Pledged Collateral is not subject to any Lien other than Liens permitted under the Credit Agreement; (c) Grantor has the right and power to pledge the Pledged Collateral and grant a security interest in the Collateral to Collateral Agent for the benefit of Secured Party without the consent, approval or authorization of, or notice to, any Person (other than such consents, approvals, authorization or notices which have been obtained or given prior to the date hereof, or the approval of the Nevada Gaming Commission as described in Section 28 of this Agreement) and such pledge and security interest constitutes the valid, binding and enforceable obligation of Grantor, enforceable against Grantor in accordance with the terms hereof and the other Loan Documents, except as enforcement may be limited by, the NUCC, Debtor Relief Laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion; (d) all Equity Interests that constitute a portion of the Pledged Collateral are duly authorized, validly issued in accordance with all applicable Laws, are fully paid and non-assessable (to the extent such concepts are applicable), and represent one hundred percent (100%) of the Equity Interests owned by Grantor in each Subsidiary of Grantor; (e) except as specifically permitted under the Credit Agreement, Grantor will not: (i) sell, assign, exchange, transfer, grant a license in, or otherwise dispose of, or contract to sell, assign, exchange, transfer or otherwise dispose of, or grant any option with respect to, any of the Collateral, (ii) create or permit to exist any Lien upon or with respect to any of the Collateral, except for Liens permitted under the Credit Agreement, or (iii) take any action with respect to the Collateral which is inconsistent with the provisions or purposes of this Agreement or any other Transaction Document; (f) Grantor will pay, prior to delinquency, all material taxes, charges, Liens and assessments against the portio...

Grantors’ Representations, Warranties and Agreements. EXCEPT as otherwise disclosed to Secured Party in writing concurrently herewith, Grantor represents, warrants and agrees that: ( a) Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral, EXCEPT such as are timely contested in good faith, and upon its failure to pay or so contest such taxes, charges,

Grantors’ Representations, Warranties and Agreements. Each Grantor represents, warrants and agrees that: (a) it will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral, except such as are expressly permitted by the Note Purchase Agreement or are timely contested in good faith, and upon its failure to pay or so contest such taxes, charges, Liens and assessments, the Secured Parties at their option may pay any of them, and the Secured Parties shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same; (b) the Collateral will not be used for any unlawful purpose or in violation of any law, regulation or ordinance; (c) it will take all steps to preserve and protect the Collateral; (d) it will maintain, with responsible insurance companies, insurance covering the Collateral against such insurable losses as is required by the Note Purchase Agreement and as is consistent with sound business practice; and (e) it will promptly notify the Secured Parties in writing in the event of any substantial or material damage to the Collateral from any source whatsoever.

Grantors’ Representations, Warranties and Agreements. EXCEPT as otherwise disclosed to the Bank in writing concurrently herewith, Grantor represents, warrants and agrees that: ( a) Grantor will pay, prior to delinquency, all taxes, charges, liens and assessments against the Collateral, EXCEPT Permitted Encumbrances and such other liens as are timely contested in good faith, and upon its failure to pay or so contest such taxes, charges, liens and assessments, the Bank at its option may pay any of them, and the Bank shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same;

Grantors’ Representations, Warranties and Agreements. Except as otherwise disclosed to Administrative Agent in writing concurrently herewith, Grantor represents, warrants and agrees that: (a) Grantor will, to the extent consistent with good business practice, keep the Collateral in reasonably good repair, working order and condition (ordinary wear and tear excepted), and from time to time make all needful and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property; (b) Grantor will take all steps to preserve and protect the Collateral; (c) Grantor will maintain, with responsible insurance companies, insurance covering the Collateral against such insurable losses as is required by the Credit Agreement and as is consistent with sound business practice, and will cause Administrative Agent to be designated as an additional insured and loss payee with respect to such insurance, will obtain the written agreement of the insurers that such insurance shall not be canceled, terminated or materially modified to the detriment of Administrative Agent without at least 30 days prior written notice to Administrative Agent, and will furnish copies of such insurance policies or certificates to Administrative Agent promptly upon request therefor; (

Grantors’ Representations, Warranties and Agreements. Except as otherwise disclosed to the Secured Party in writing concurrently herewith, the Grantor represents, warrants and agrees that: (a) the Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral, except such as are timely contested in good faith by appropriate proceedings, so long as the Grantor has established and maintains adequate reserves for the payment of the same and by reason of such nonpayment and contest no material item of Collateral is in jeopardy of being seized, levied upon or forfeited, and upon its failure to pay or so contest such taxes, charges, Liens and assessments, the Secured Party at its option may pay any of them, and the Secured Party shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same;

Grantors’ Representations, Warranties and Agreements. Except as ---------------------------------------------------- otherwise consented to by Secured Party in writing concurrently herewith, Grantor represents, warrants and agrees that: (a) Grantor will pay, prior to delinquency, all taxes, charges, and assessments against the Collateral, except such as are timely contested in good faith, and upon its failure to pay or so contest such taxes, charges, and assessments, Secured Party at its option may pay any of them, and Secured Party shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same; (b) the Collateral will not be used for any unlawful purpose or in violation of any law, regulation or ordinance, nor used in any way that will void or impair any insurance required to be carried in connection therewith; (c) Grantor will, to the extent consistent with good business practice, keep the Collateral in reasonably good repair, working order and condition, and from time to time make all needful and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property; (d) Grantor will take all reasonable steps to preserve and

Grantors’ Representations, Warranties and Agreements. Except as otherwise disclosed to Secured Party in writing concurrently herewith, Grantor represents, warrants and agrees that: (a) Grantor will pay all taxes, charges, Liens and assessments against the portion of the Collateral owned by it, in accordance with Section 6.03 of the Credit Agreement, and upon its failure to pay or contest such taxes, charges, Liens and assessments, Secured Party at its option may pay any of them, and Secured Party shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same; (b) the Collateral will not be used for any unlawful purpose or in material violation of any Law, regulation or ordinance, nor used in any way that will void or impair any insurance required to be carried in connection therewith; (c)

Grantors’ Representations, Warranties and Agreements. Except as otherwise disclosed to Secured Party in writing concurrently herewith, Grantors represent, warrant and agree that: (a) the security interests granted in Section 2 of this Agreement are first priority security interests in the Collateral indefeasible by any third party; (b) except for financing statements in favor of Secured Party and as otherwise disclosed to Secured Party in writing, no financing statement