Common use of Information Regarding Certain Collateral Clause in Contracts

Information Regarding Certain Collateral. Each Borrower represents, warrants and covenants that Schedule 4.05 sets forth as of the Closing Date, (a) the exact legal name, jurisdiction of formation, organizational identification number (if any), chief executive office and any trade name or other trade style of each Loan Party and each of its Subsidiaries, (b) each Person that has effected any merger or consolidation with a Loan Party or sold, contributed or transferred to a Loan Party any material property constituting Collateral at any time since, in each case, during the five (5) year period immediately prior to the Closing Date (excluding Persons making sales in the ordinary course of their businesses to a Loan Party of property constituting Aircraft Parts in the hands of such seller), and (c) any prior legal name, jurisdiction of formation, organizational identification number, trade name or other trade style or location of the chief executive office of each Loan Party at any time during the five (5) year period immediately prior to the Closing Date. The Company shall not change, and shall not permit any other Loan Party to change, its name, jurisdiction of formation (whether by reincorporation, merger or otherwise), or the location of its chief executive office, or use or permit any other Loan Party to use, any additional trade name or other trade style, except upon giving not less than thirty (30) days’ prior written notice to the Administrative Agent and taking or causing to be taken all such action at Borrowers’ or such other Loan Parties’ expense as may be reasonably requested by the Administrative Agent, consistent with the terms of the Security Agreement and this Agreement, to perfect or maintain the perfection and priority of the Lien of the Administrative Agent in the Collateral.

Appears in 2 contracts

Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.), Credit Agreement (Roadrunner Transportation Systems, Inc.)

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Information Regarding Certain Collateral. Each Borrower represents, warrants and covenants that Schedule 4.05 sets forth as of the Closing Effective Date, (a) the exact legal name, jurisdiction of formation, organizational identification number (if any), chief executive office and any trade name or other trade style of each Loan Party and each of its Subsidiaries, (b) each Person that has effected any merger or consolidation with a Loan Party or sold, contributed or transferred to a Loan Party any material property constituting Collateral at any time since, in each case, during the five (5) year period immediately prior to the Closing Effective Date (excluding Persons making sales in the ordinary course of their businesses to a Loan Party of property constituting Aircraft Parts in the hands of such seller), and (c) any prior legal name, jurisdiction of formation, organizational identification number, trade name or other trade style or location of the chief executive office of each Loan Party at any time during the five (5) year period immediately prior to the Closing Effective Date. The Company shall not change, and shall not permit any other Loan Party to change, its name, jurisdiction of formation (whether by reincorporation, merger or otherwise), or the location of its chief executive office, or use or permit any other Loan Party to use, any additional trade name or other trade style, except upon giving not less than thirty (30) days’ prior written notice to the Administrative Agent and taking or causing to be taken all such action at Borrowers’ or such other Loan Parties’ expense as may be reasonably requested by the Administrative Agent, consistent with the terms of the Security Agreement and this Agreement, to perfect or maintain the perfection and priority of the Lien of the Administrative Agent in the Collateral.. ARTICLE V

Appears in 1 contract

Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)

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Information Regarding Certain Collateral. Each Borrower represents, warrants and covenants that Schedule 4.05 sets forth as of the Closing Effective Date, (a) the exact legal name, jurisdiction of formation, organizational identification number (if any), chief executive office and any trade name or other trade style of each Loan Party and each of its Subsidiaries, (b) each Person that has effected any merger or consolidation with a Loan Party or sold, contributed or transferred to a Loan Party any material property constituting Collateral at any time since, in each case, during the five (5) year period immediately prior to the Closing Effective Date (excluding Persons making sales in the ordinary course of their businesses to a Loan Party of property constituting Aircraft Parts in the hands of such seller), and (c) any prior legal name, jurisdiction of formation, organizational identification number, trade name or other trade style or location of the chief executive office of each Loan Party at any time during the five (5) year period immediately prior to the Closing Effective Date. The Company shall not change, and shall not permit any other Loan Party to change, its name, jurisdiction of formation (whether by reincorporation, merger or otherwise), or the location of its chief executive office, or use or permit any other Loan Party to use, any additional trade name or other trade style, except upon giving not less than thirty (30) days’ prior written notice to the Administrative Agent and taking or causing to be taken all such action at Borrowers’ or such other Loan Parties’ expense as may be reasonably requested by the Administrative Agent, consistent with the terms of the Security Agreement and this Agreement, to perfect or maintain the perfection and priority of the Lien of the Administrative Agent in the Collateral.

Appears in 1 contract

Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)

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