Representation and Warranties With Respect to Collateral Sample Clauses

Representation and Warranties With Respect to Collateral. In addition to any other representations and warranties contained in this Agreement or any Vessel Mortgage or other Loan Document, Borrowers jointly and severally represent and warrant and, so long as any Obligations remains unpaid, shall be deemed continuously to represent and warrant that (a) all Charters and Contracts are genuine and enforceable in accordance with their terms against the party obligated to pay hire or other amounts under the same; (b) each Borrower is the sole owner of the Charters and Contracts carried on records provided to the Lenders or the Agents as owned by it, free and clear of all Liens except the Transaction Liens and the applicable Vessel Mortgage; (c) neither the charterer nor any other obligor with respect to any Collateral, including without limitation any person or entity with any interest in or obligation related to any Vessel, any of the Charters and Contracts, the Appurtenances or the Insurance (hereinafter each referred to as the "Account Debtor") has any defense, set-off, claim or counterclaim which can be asserted against the Lenders or the Agents, whether in any proceeding to enforce the Collateral or otherwise; (d) each Borrower is authorized to grant the Transaction Liens and enter into the transactions and agreements secured by the Collateral; (e) each Borrower noted as owning a Vessel is the sole owner of the whole of the Vessel and all Appurtenances pertaining thereto; (f) any copies of any of the Charters and Contracts heretofore submitted to Lenders or either of the Agents represent the entire agreement with respect to any such Charters and Contracts, and all such Charters and Contracts remain in full force and effect, and no event has occurred which is an event of default, or with the passing of time or the giving of notice or both would be an event of default, by the parties thereunder, nor does any Borrower anticipate the termination of any of the Charters and Contracts in the foreseeable future for any reason; and (f) the "location" of each Borrower (as defined in the UCC) is set forth in Schedule 5.22.
Sample 1
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Related to Representation and Warranties With Respect to Collateral

  • REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL With respect to the Collateral, Grantor represents and promises to Lender that:

  • REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER The Purchaser hereby represents and warrants that, as of the Closing Date:

  • REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY The Operating Partnership and the Company hereby jointly and severally represent and warrant to each Contributor with respect to the Company that:

  • Certain Representations and Warranties Regarding the Collateral Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

  • Representations and Warranties of MassMutual (a) MassMutual represents and warrants to the Sub-Adviser the following:

  • Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund that:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:

  • Representations and Warranties of Grantor Grantor hereby represents and warrants to Lender that:

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