Names, Locations. Grantor represents and warrants that Schedule 3.3 sets forth the following for Grantor: (a) the jurisdiction in which Grantor is located for purposes of Sections 9-301 and 9-307 of the UCC; (b) the address of Grantor’s chief executive office; (c) each trade name or other name (other than its name set forth on the signature page hereto) used by Grantor; and (
Names, Locations. (a) The Perfection Certificate sets forth with respect to such Grantor, (i) under Section 1(a), its exact legal name, as such name appears in the public record of its Jurisdiction of Organization which shows such Grantor to have been organized, (ii) under Section 1(d), each other legal name that such Grantor has had in the past five years, together with the date of the relevant change (if applicable), (iii) under Section 1(f), the United States federal employer identification number of such Grantor (if any) and (iv) under Section 1(e), the jurisdiction of organization of such Grantor and its organizational identification number or statement that such Grantor has no such number.
(b) Section 2 of the Perfection Certificate sets forth, with respect to such Grantor, the chief executive office and “location” (within the meaning of Section 9-307 of the UCC) of such Grantor. Except as set forth in Section 1(d) of the Perfection Certificate, such Grantor has not changed its jurisdiction of organization, chief executive office or other such “location” in the past five years.
(c) Schedule 2(g) of the Perfection Certificate sets forth with respect to such Grantor, the names and addresses of all Persons other than such Grantor or the Collateral Agent that have actual possession of any of the Collateral of such Grantor with a value in excess of $100,000 per Person and $600,000 in the aggregate.
(d) Except as set forth in Section 1(d) of the Perfection Certificate, such Grantor has not changed its identity or organizational structure in any way in the past five years. Changes in identity or organizational structure would include mergers, consolidations and acquisitions, as well as any change in the form or jurisdiction of organization of such Grantor. If any such change has occurred, Section 1(d) of the Perfection Certificate sets forth the date of such change and the exact legal name of each acquiree or constituent party to a merger or consolidation.
Names, Locations. (a) Schedule 3.2 to the Pledge and Security Disclosure Letter sets forth with respect to such Grantor under the heading “Names”, (i) its exact legal name, as such name appears in the public record of its Jurisdiction of Organization which shows such Grantor to have been organized, (ii) each other legal name that such Grantor has had in the past five years, together with the date of the relevant change (if applicable), (iii) the United States federal employer identification number of such Grantor (if any) and (iv) the jurisdiction of organization of such Grantor and its organizational identification number or statement that such Grantor has no such number.
(b) Schedule 3.2 to the Pledge and Security Disclosure Letter sets forth with respect to such Grantor under the heading “Locations”, the chief executive office and “location” (within the meaning of Section 9-307 of the UCC) of such Grantor. Except as set forth on Schedule 3.2 to the Pledge and Security Disclosure Letter under the heading “Changes in Jurisdiction of Organization, Chief Executive Office, “Location” Under Section 9-307 of the UCC, Identity or Organizational Structure”, such Grantor has not changed its jurisdiction of organization, chief executive office or other such “location” in the past five years.
(c) Schedule 3.2 to the Pledge and Security Disclosure Letter sets forth with respect to such Grantor under the heading “Third Parties Holding Collateral”, the names and addresses of all persons other than such Grantor or the Collateral Agent that have actual possession of any of the Collateral of such Grantor having a book value greater than $250,000 individually or $500,000 in the aggregate at any time.
(d) Except as set forth on Schedule 3.2 to the Pledge and Security Disclosure Letter under the heading “Changes in Jurisdiction of Organization, Chief Executive Office, “Location” Under Section 9-307 of the UCC, Identity or Organizational Structure”, such Grantor has not changed its identity or organizational structure in any way in the past five years. Changes in identity or organizational structure would include mergers, consolidations and acquisitions, as well as any change in the form or jurisdiction of organization of such Grantor. If any such change has occurred, Schedule 3.2 to the Pledge and Security Disclosure Letter sets forth the date of such change and the exact legal name of each acquiree or constituent party to a merger or consolidation.
Names, Locations. Except as disclosed in the Schedule, no Borrower has done business under any name other than that specified on the signature page hereof within the five (5) year period prior to the Closing Date. The chief executive office of each Borrower is located at the address indicated in Section 10 hereof. All of Borrowers’ Inventory and Equipment is located only at the locations set forth in Section 10 hereof.
Names, Locations. Except as disclosed in the Schedule, no Borrower has done business under any name other than that specified on the signature page hereof, and its exact legal name is as set forth in the first paragraph of this Agreement. The chief executive office of each Borrower is located at the address indicated in Section 10 hereof. All of Borrowers’ Inventory and Equipment is located only at the locations set forth in Section 10 hereof.
Names, Locations. (a) Schedule 3.2 sets forth with respect to the Pledgor under the heading “Names,” (i) its exact name, as such name appears in the public record of its jurisdiction of organization which shows the Pledgor to have been formed, (ii) each other name that the Pledgor has had in the past five years, together with the date of the relevant change, (iii) a list of all other names (including trade names or similar appellations) used by the Pledgor or any of its divisions or other business units in connection with the conduct of its business or the ownership of its properties in the past five years, (iv) the federal taxpayer identification number of the Pledgor and (v) the jurisdiction of organization of the Pledgor and its organizational identification number or statement that the Pledgor has no such number.
(b) Schedule 3.2 sets forth, with respect to the Pledgor, under the heading “Locations” the location of its chief executive office and each other chief executive office of the Pledgor within the past five years, together with dates of the relevant change. Except as set forth on Schedule 3.2, the Pledgor has not changed its jurisdiction of organization, chief executive office or other “location” (as defined in Section 9-307 of the UCC) in the past four months.
(c) Except as set forth on Schedule 3.2 under the heading “Changes in Identity or Organizational Structure,” the Pledgor has not changed its identity or organizational structure in any way in the past five years. Changes in identity or organizational structure would include mergers, consolidations and acquisitions, as well as any change in the form or jurisdiction of the Pledgor. If any such change has occurred, Schedule 3.2 sets forth the date of such change and all information applicable to each acquired party or constituent party to a merger or consolidation.
Names, Locations. Each Debtor represents and warrants that Schedule 2 sets forth the following for each Debtor: (a) the jurisdiction in which each Debtor is located for purposes of Sections 9-301 and 9-307 of the UCC; (b) the address of each Debtor's chief executive office; (c) each location a secured party would have filed a UCC financing statement to perfect a security interest in equipment, inventory and general intangibles owned by each Debtor in the past five years; (d) each trade name or other name (other than its name set forth on the signature page hereto) used by each Debtor; and (e) each Debtor’s federal taxpayer identification number (and, during the four months preceding the date hereof, such Debtor has not had any other federal taxpayer identification number) and state organizational number. During the past four months preceding the date hereof, no Debtor has been known by any legal name different from the one set forth on the signature page hereto, nor has such Debtor been the subject of any merger or other corporate reorganization during the past five years. The name set forth on the signature page is the true and correct name of such Debtor. No Debtor will change its name or place of incorporation or organization or federal taxpayer identification number except upon 30 days’ prior written notice to the Bank.
Names, Locations. Except as disclosed in the Schedule, Borrower has not done business under any name other than that specified on the signature page hereof. The chief executive office of Borrower is located at the address indicated in Section 10 hereof. All of Borrower’s Inventory and Equipment is located only at the location set forth in Section 10 hereof.
Names, Locations. (a) Schedule 3.2 sets forth with respect to such Grantor under the heading “Names”, (i) its exact name, as such name appears in the public record of its jurisdiction of organization which shows such Grantor to have been organized, (ii) each other name that such Grantor has had in the past five years, together with the date of the relevant change and (iii) the jurisdiction of organization of such Grantor and its organizational identification number or statement that such Grantor has no such number.
(b) Schedule 3.2 sets forth with respect to such Grantor under the heading “Locations”, (i) the location of the chief executive office of such Grantor, (ii) the locations of all Inventory owned by such Grantor having a value in excess of $5,000,000 (as of the most recently ended fiscal quarter based on available information) and (iii) the places of business or other “location” (as defined in Section 9-307 of the UCC) of such Grantor not identified in clauses (i) through (ii) above. Except as set forth on Schedule 3.2, such Grantor has not changed its jurisdiction of organization, chief executive office or other “location” (as defined in Section 9-307 of the UCC) in the past four months.
(c) Schedule 3.2 sets forth with respect to such Grantor under the heading “Third Parties Holding Collateral”, the names and addresses of all persons other than such Grantor that have possession of any of the Collateral having a value in excess of $5,000,000 and owed by such Grantor.
(d) Except as set forth on Schedule 3.2 under the heading “Changes in Identity or Organizational Structure”, such Grantor has not changed its identity or organizational structure in any way in the past four months. Changes in identity or organizational structure would include mergers, consolidations and acquisitions, as well as any change in the form or jurisdiction of such Grantor. If any such change has occurred, Schedule
Names, Locations. The full and correct legal name, type of organization, jurisdiction of organization, organizational identification number (if applicable) and mailing address of such Borrower are correctly set forth in Annex 1. Annex 1 also correctly specifies (A) the location of such Borrower’s registered office and all domestic locations of its respective operations and whether such locations are owned or leased (and if such Borrower has more than one place of business, such description shall also designate such Borrower’s chief executive office), including, an indication of any such location in which such Borrower has an interest in the related real property with a fair market value in excess of One Million Dollars ($1,000,000), (B) each domestic location (not already set forth in clause (A)) above where the Goods (other than Motor Vehicles constituting Equipment and Goods in transit) of such Borrower are located, (C) the domestic location and name of any warehouseman, bailee, processor or consignee at which Collateral having a value in excess of Five Thousand Dollars ($5,000) is located and a good faith estimate of the fair market value of the Collateral located at each such location, (D) each domestic location owned or leased by such Borrower where the Borrowers have Fixtures used in the Borrowers’ business operations (for avoidance of doubt, excluding any Fixtures used in connection with the Borrowers’ operation of real property or physical improvements to real property) (and an indication of each such leased site where the total aggregate value of such Fixtures, as determined by such Borrower’s good faith estimate, such estimate not to be less than such Fixtures’s aggregate book value, is greater than $500,000), (E) each domestic location where such Borrower keeps records concerning its Accounts and General Intangibles and (F) all former legal names and tradenames used by such Borrower during the five year period prior to the Closing Date.
