Common use of Representations and Warranties and Agreements Clause in Contracts

Representations and Warranties and Agreements. Each Debtor --------------------------------------------- represents and warrants to, and covenants and agrees with, Agent and Lenders that: (a) No Uniform Commercial Code financing statement (other than any which may have been filed on behalf of Agent for the benefit of Lenders or in connection with a Permitted Lien or which has been, or in connection with execution and delivery hereof is being, terminated) covering any of the Collateral is on file in any public office. (b) Such Debtor has and will have a valid leasehold interest in all Collateral such Debtor leases which is material to the operation of such Debtor's business, and good and marketable title to all its other Collateral, real and personal, of any nature whatsoever (which, with respect to licenses, means that such Debtor is the lawful owner of its rights under licenses, except as otherwise noted in the Credit Agreement), free of all Security Interests whatsoever, other than the Security Interest created hereby and the Permitted Liens, with full power and authority to execute this Agreement, to perform such Debtor's obligations hereunder, and to subject the Collateral to the assignment and Security Interest created hereby. (c) All of such Debtor's books and records are now located at the premises shown on SCHEDULE V hereto as the location of such Debtor's chief executive office, and all of such Debtor's Equipment, Inventory and other Goods (other than Goods in transit) are located at the location of such Debtor's chief executive office or at one or more of the other premises shown on SCHEDULE V hereto or at one or more of the premises shown on SCHEDULE VI hereto; (d) Such Debtor shall provide Agent with a Landlord's Consent executed by the landlord under all leases covering the premises designated with an asterisk on SCHEDULE V hereto. (e) All information with respect to the Collateral and the Account Debtors set forth in any schedule, certificate or other writing at any time heretofore or hereafter furnished by or on behalf of such Debtor to Agent, and all other information heretofore or hereafter furnished by or on behalf of such Debtor to Agent, is and will be true, correct and complete in all material respects as of the date furnished and does not and will not omit any material fact necessary to make the statements not misleading. (f) Such Debtor will at all times maintain its chief executive office as identified in SCHEDULE V hereto (or as relocated by such Debtor with notice to Agent as provided in the Credit Agreement) in the contiguous continental United States and such Debtor shall take such action from time to time as is required so that a creditor of such Debtor would reasonably expect the chief executive office, as identified on SCHEDULE V or as relocated by such Debtor with notice to Agent as provided in the Credit Agreement, to be its chief executive office for purposes of Article 9 of the Uniform Commercial Code. (g) With respect to any Intellectual Property Collateral the loss, impairment or infringement of which might have a Material Adverse Effect: (i) such Intellectual Property Collateral owned by such Debtor is, and to the knowledge of such Debtor such Intellectual Property Collateral licensed by such Debtor is, subsisting and has not been adjudged invalid or unenforceable, in whole or in part, (ii) such Intellectual Property Collateral owned by such Debtor is, and to the knowledge of such Debtor such Intellectual Property Collateral licensed by such Debtor is, valid and enforceable, (iii) such Debtor has made all filings and recordations necessary in the exercise of reasonable and prudent business judgment to protect its interest in such Intellectual Property Collateral, including, without limitation, recordations of all of its interest in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and its claims to the Copyright Collateral in the United States Copyright Office, (iv) for Intellectual Property Collateral owned by such Debtor, such Debtor is, and for such Intellectual Property Collateral licensed by such Debtor, to the knowledge of such Debtor such Debtor is, the owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and, except as disclosed in writing from time to time to Agent, no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party, and (v) such Debtor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of Intellectual Property Collateral in full force and effect throughout such parts of the world where the failure to do so could be reasonably considered to have a Material Adverse Effect, as applicable. Such Debtor owns directly, or is entitled to use by license or otherwise, all Intellectual Property Collateral used in, necessary for or material to the conduct of such Debtor's business. As of the date hereof and except as disclosed in any Schedule to the Credit Documents or as otherwise disclosed by any Debtor in writing from time to time to Agent, no litigation is pending or, to the best knowledge of such Debtor, threatened which contains allegations respecting the validity, enforceability, infringement or ownership of any of the Intellectual Property Collateral, which if adversely determined reasonably could be expected to have a Material Adverse Effect. (h) None of the Collateral (other than Intangible Collateral) has, within the four (4) months preceding the date of this Agreement, been located at any place other than such Debtor's own premises at the address shown on the signature page hereto or at one or more of the premises listed on SCHEDULES V and VI hereto. (i) SCHEDULE VII hereto lists all trade names by which such Debtor is now known or was previously known.

Appears in 1 contract

Samples: Security Agreement (Mikohn Gaming Corp)

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Representations and Warranties and Agreements. Each Debtor --------------------------------------------- represents and warrants to, and covenants and agrees agree with, Agent and Lenders Lender that: (a) No Uniform Commercial Code financing statement (other than any which may have been filed on behalf of Agent for the benefit of Lenders Lender or in connection with a Permitted Lien or which has been, or in connection with execution and delivery hereof is being, terminated) covering any of the Collateral of any Debtor is on file in any public office. (b) Such Debtor has and will have a valid leasehold interest in all leased Collateral of such Debtor leases which is material to the operation of such or any other Debtor's business, and and, except as otherwise noted in Schedule 10.29 of the Secured Credit Agreement, good and marketable title to all its other material Collateral, real and personal, of any nature whatsoever (which, with respect to licenses, means that such Debtor is the lawful owner of its rights under licenses, except as otherwise noted provided in Section 10.14 of the Secured Credit Agreement), free of all Security Interests whatsoever, other than the Security Interest created hereby and the Permitted Liens, with full power and authority to execute this Agreement, to perform such Debtor's obligations hereunder, and to subject the Collateral of such Debtor to the assignment and Security Interest created hereby. (c) All of such Debtor's books and records are now located at the premises shown on SCHEDULE V hereto as the location of such Debtor's chief executive office, and all of such Debtor's Equipment, Inventory and other Goods (other than Goods in transit) are located at the location of such Debtor's chief executive office or at one or more of the other premises shown on SCHEDULE V hereto or at one or more of the premises shown on SCHEDULE VI hereto; (d) Such Debtor shall provide Agent Lender with a Landlord's Consent executed by the landlord under all leases covering the premises designated with an asterisk shown on SCHEDULE V hereto. (e) All information with respect to the Collateral of such Debtor and the Account Debtors set forth in any schedule, certificate or other writing at any time heretofore or hereafter furnished by or on behalf of such any Debtor to AgentLender, and all other information heretofore or hereafter furnished by or on behalf of such any Debtor to AgentLender, is and will be true, correct and complete in all material respects as of the date furnished and does not and will not omit any material fact necessary to make the statements not misleading. (f) Such Debtor will at all times maintain its chief executive office as identified in SCHEDULE V hereto (or as relocated by such Debtor with notice to Agent as provided in the Credit Agreement) in the contiguous continental United States and such Debtor shall take such action from time to time as is required so that a creditor of such Debtor would reasonably expect the chief executive office, as identified on SCHEDULE V or as relocated by such Debtor with notice to Agent Lender as provided in the Secured Credit Agreement, to be its chief executive office for purposes of Article 9 of the Uniform Commercial Code. (g) With respect to any Intellectual Property Collateral of such Debtor the loss, impairment or infringement of which might simply or in the aggregate could reasonably be expected to have a Material Adverse Effect: (i) such Intellectual Property Collateral owned by such Debtor is, and to the knowledge of such Debtor such Intellectual Property Collateral licensed by such Debtor is, is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, (ii) such Intellectual Property Collateral owned by such Debtor is, and to the knowledge of such Debtor such Intellectual Property Collateral licensed by such Debtor is, is valid and enforceable, (iii) such Debtor has made all filings and recordations necessary in the exercise of reasonable and prudent business judgment to protect its interest in such Intellectual Property Collateral, including, without limitation, recordations of all of its interest in the such Patent Collateral and Trademark Collateral of such Debtor in the United States Patent and Trademark Office and in corresponding offices in Canada and its claims to the such Copyright Collateral of such Debtor in the United States Copyright OfficeOffice and in corresponding offices in Canada, (iv) for Intellectual Property Collateral owned by such Debtor, such Debtor is, and for such Intellectual Property Collateral licensed by such Debtor, to the knowledge of such Debtor such Debtor is, is the owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral andexcept for Permitted Liens, except as disclosed in writing from time to time to Agent, and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party, and (v) such Debtor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of such Intellectual Property Collateral in full force and effect throughout such parts of in the world where the failure to do so could be reasonably considered to have a Material Adverse EffectUnited States and Canada, as applicable. Such Debtor owns directly, or is entitled to use by license or otherwise, all Intellectual Property Collateral of any Person used in, necessary for or material to the conduct of such Debtor's businessbusinesses. As of the date hereof and except as disclosed in any Schedule to the Credit Documents or as otherwise disclosed by any Debtor in writing from time to time to Agent, no No litigation is pending or, to the best knowledge of such any Debtor, threatened which contains allegations respecting the validity, enforceability, infringement or ownership of any of the Intellectual Property Collateral, which if adversely determined reasonably could be expected to have a Material Adverse EffectCollateral of such or any other Debtor. (h) None of the Collateral of such Debtor (other than Intangible Collateral) has, within the four (4) months preceding the date of this Agreement, been located at any place other than such Debtor's own premises at the address addresses shown with respect to such Debtor on the signature page hereto or at one or more of the premises of such Debtor listed on SCHEDULES V and VI hereto. (i) SCHEDULE VII hereto VIII to the Secured Credit Agreement lists all trade names by which such Debtor is now known or was previously known.

Appears in 1 contract

Samples: Security Agreement (Tro Learning Inc)

Representations and Warranties and Agreements. Each Debtor --------------------------------------------- represents and warrants to, and covenants and agrees agree with, Agent and Lenders Lender that: (a) No Uniform Commercial Code financing statement (other than any which may have been filed on behalf of Agent for the benefit of Lenders Lender or in connection with a Permitted Lien or which has been, or in connection with execution and delivery hereof is being, terminated) covering any of the Collateral of any Debtor is on file in any public office. (b) Such Debtor has and will have a valid leasehold interest in all leased Collateral of such Debtor leases which is material to the operation of such or any other Debtor's business, and and, except as otherwise noted in Schedule 10.29 of the Secured Credit Agreement, good and marketable title to all its other Collateral, real and personal, of any nature whatsoever (which, with respect to licenses, means that such Debtor is the lawful owner of its rights under licenses, except as otherwise noted provided in Section 10.14 of the Secured Credit Agreement), free of all Security Interests whatsoever, other than the Security Interest created hereby and the Permitted Liens, with full power and authority to execute this Agreement, to perform such Debtor's obligations hereunder, and to subject the Collateral of such Debtor to the assignment and Security Interest created hereby. (c) All of such Debtor's books and records are now located at the premises shown on SCHEDULE Schedule V hereto as the location of such Debtor's chief executive office, and all of such Debtor's Equipment, Inventory and other Goods (other than Goods in transit) are located at the location of such Debtor's chief executive office or at one or more of the other premises shown on SCHEDULE Schedule V hereto or at one or more of the premises shown on SCHEDULE Schedule VI hereto; (d) Such Debtor shall provide Agent Lender with a Landlord's Consent executed by the landlord under all leases covering the premises designated with an asterisk shown on SCHEDULE Schedule V hereto. (e) All information with respect to the Collateral of such Debtor and the Account Debtors set forth in any schedule, certificate or other writing at any time heretofore or hereafter furnished by or on behalf of such any Debtor to AgentLender, and all other information heretofore or hereafter furnished by or on behalf of such any Debtor to AgentLender, is and will be true, correct and complete in all material respects as of the date furnished and does not and will not omit any material fact necessary to make the statements not misleading. (f) Such Debtor will at all times maintain its chief executive office as identified in SCHEDULE Schedule V hereto (or as relocated by such Debtor with notice to Agent as provided in the Credit Agreement) in the contiguous continental United States and such Debtor shall take such action from time to time as is required so that a creditor of such Debtor would reasonably expect the chief executive office, as identified on SCHEDULE Schedule V or as relocated by such Debtor with notice to Agent Lender as provided in the Secured Credit Agreement, to be its chief executive office for purposes of Article 9 of the Uniform Commercial Code. (g) With respect to any Intellectual Property Collateral of such Debtor the loss, impairment or infringement of which might simply or in the aggregate could reasonably be expected to have a Material Adverse Effect: (i) such Intellectual Property Collateral owned by such Debtor is, and to the knowledge of such Debtor such Intellectual Property Collateral licensed by such Debtor is, is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, (ii) such Intellectual Property Collateral owned by such Debtor is, and to the knowledge of such Debtor such Intellectual Property Collateral licensed by such Debtor is, is valid and enforceable, (iii) such Debtor has made all filings and recordations necessary in the exercise of reasonable and prudent business judgment to protect its interest in such Intellectual Property Collateral, including, without limitation, recordations of all of its interest in the such Patent Collateral and Trademark Collateral of such Debtor in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the such Copyright Collateral of such Debtor in the United States Copyright OfficeOffice and in corresponding offices throughout the world, (iv) for Intellectual Property Collateral owned by such Debtor, such Debtor is, and for such Intellectual Property Collateral licensed by such Debtor, to the knowledge of such Debtor such Debtor is, is the owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and, except as disclosed in writing from time to time to Agent, and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party, and (v) such Debtor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of such Intellectual Property Collateral in full force and effect throughout such parts of the world where the failure to do so could be reasonably considered to have a Material Adverse Effectworld, as applicable. Such Debtor owns directly, or is entitled to use by license or otherwise, all Intellectual Property Collateral of any Person used in, necessary for or material to the conduct of such Debtor's businessbusinesses. As of the date hereof and except as disclosed in any Schedule to the Credit Documents or as otherwise disclosed by any Debtor in writing from time to time to Agent, no No litigation is pending or, to the best knowledge of such any Debtor, threatened which contains allegations respecting the validity, enforceability, infringement or ownership of any of the Intellectual Property Collateral, which if adversely determined reasonably could be expected to have a Material Adverse EffectCollateral of such or any other Debtor. (h) None of the Collateral of such Debtor (other than Intangible Collateral) has, within the four (4) months preceding the date of this Agreement, been located at any place other than such Debtor's own premises at the address addresses shown with respect to such Debtor on the signature page hereto or at one or more of the premises of such Debtor listed on SCHEDULES Schedules V and VI hereto. (i) SCHEDULE VII hereto Schedule VIII to the Secured Credit Agreement lists all trade names by which such Debtor is now known or was previously known.

Appears in 1 contract

Samples: Security Agreement (Diplomat Direct Marketing Corp)

Representations and Warranties and Agreements. Each Debtor --------------------------------------------- Borrower represents and warrants to, and covenants and agrees with, Agent and Lenders Lender that: (a) No Uniform Commercial Code financing statement (other than any which may have been filed on behalf of Agent for the benefit of Lenders Lender or in connection with a Permitted Lien or which has been, or in connection with execution and delivery hereof is being, terminated) covering any of the Collateral is on file in any public office. (b) Such Debtor Borrower has and will have a valid leasehold interest in all Collateral such Debtor leases which is material to it leases, and, except as otherwise noted in Schedule VI of the operation of such Debtor's businessSecured Credit Agreement, and good and marketable title to all its other Collateral, real and personal, of any nature whatsoever (which, with respect to licenses, means that such Debtor Borrower is the lawful owner of its rights under licenses, except as otherwise noted provided in Section 10.14 of the Secured Credit Agreement), free of all Security Interests whatsoever, other than the Security Interest created hereby and the Permitted Liens, with full power and authority to execute this Agreement, to perform such DebtorBorrower's obligations hereunder, and to subject the Collateral to the assignment and Security Interest created hereby. (c) All of such DebtorBorrower's books and records are now located at one or more of the premises shown on SCHEDULE V hereto as the location of such Debtor's chief executive officehereto, and all of such DebtorBorrower's Equipment, Inventory and other Goods (other than Goods in transit) are located at the location of such Debtor's chief executive office or either at one or more of the other premises shown on SCHEDULE V hereto or at one or more of the premises shown on SCHEDULE VI hereto;. (d) Such Debtor To the extent that any of the premises shown on SCHEDULE V hereto are leased by Borrower, Borrower shall provide Agent Lender with a Landlord's Consent Waiver Agreement executed by the landlord under all leases covering the premises designated with an asterisk on SCHEDULE V heretosuch lease. (e) All information with respect to the Collateral and the Account Debtors set forth in any schedule, certificate certificate, or other writing at any time heretofore or hereafter furnished by or on behalf of such Debtor Borrower to AgentLender, and all other information heretofore or hereafter furnished by or on behalf of such Debtor Borrower to AgentLender, is and will be true, correct and complete in all material respects as of the date furnished and does not and will not omit any material fact necessary to make the statements not misleading. (f) Such Debtor Borrower will at all times maintain its chief executive office as identified in SCHEDULE V hereto (or as relocated by such Debtor with notice to Agent as provided in the Credit Agreement) in the contiguous continental United States and such Debtor Borrower shall take such action from time to time as is required so that a creditor of such Debtor Borrower would reasonably expect the chief executive office, as office identified on SCHEDULE V or as relocated by such Debtor with notice to Agent as provided in the Credit Agreement, to be its chief executive office for purposes of Article 9 of the Uniform Commercial Code. (g) With respect to any Intellectual Property Collateral the loss, impairment or infringement of which might have has a reasonable probability of having a Material Adverse Effect: (i) such Such Intellectual Property Collateral owned by such Debtor is, and to the knowledge of such Debtor such Intellectual Property Collateral licensed by such Debtor is, is subsisting and has not been adjudged invalid or unenforceable, in whole or in part,. (ii) such Such Intellectual Property Collateral owned by such Debtor is, and to the knowledge of such Debtor such Intellectual Property Collateral licensed by such Debtor is, is valid and enforceable,. (iii) such Debtor Borrower has made all filings and recordations necessary in the exercise of reasonable and prudent business judgment to protect its interest in such Intellectual Property Collateral, including, without limitation, recordations of all of its interest in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyright Collateral in the United States Copyright Office,Office and in corresponding offices throughout the world. (iv) for Intellectual Property Collateral owned by such Debtor, such Debtor is, and for such Intellectual Property Collateral licensed by such Debtor, to the knowledge of such Debtor such Debtor is, Borrower is the owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and, except as disclosed in writing from time to time to Agent, and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party, and. (v) such Debtor Borrower has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of Intellectual Property Collateral in full force and effect throughout such parts of the world where the failure to do so could be reasonably considered to have a Material Adverse Effectworld, as applicable. Such Debtor Borrower owns directly, or is entitled to use by license or otherwise, all Intellectual Property Collateral used in, necessary for or material to the conduct of such DebtorBorrower's business. As of the date hereof and except as disclosed in any Schedule to the Credit Documents or as otherwise disclosed by any Debtor in writing from time to time to Agent, no No litigation is pending or, to the best knowledge of such DebtorBorrower, threatened which contains allegations respecting the validity, enforceability, infringement or ownership of any of the Intellectual Property Collateral, which if adversely determined reasonably could be expected to have a Material Adverse Effect. (h) None of the Collateral (other than Intangible Collateral) has, within the four (4) months preceding the date of this Agreement, been located at any place other than such DebtorBorrower's own premises at the address shown on the signature page hereto or at one or more of the premises listed on SCHEDULES V and VI hereto. (i) SCHEDULE Schedule VII hereto to the Secured Credit Agreement lists all trade names by which such Debtor Borrower is now known or was previously known. (j) Borrower may, from time to time, have Goods repurchased by Borrower pursuant to the Repurchase Agreements in the States listed on SCHEDULE VI hereto.

Appears in 1 contract

Samples: Security Agreement (General Housing Inc)

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Representations and Warranties and Agreements. Each Debtor --------------------------------------------- Borrower represents and warrants towarrants, and covenants and agrees withagrees, Agent and Lenders thatas applicable, as follows: (a) No Uniform Commercial Code financing statement (Borrower hereby affirms and warrants that all of the warranties made in the Loan Documents, and any other than any which may have been filed on behalf documents or instruments recited herein or executed with respect thereto directly or indirectly, are true and correct as of Agent for the benefit date hereof and that Borrower is not in default of Lenders or in connection with a Permitted Lien or which has been, or in connection with execution and delivery hereof is being, terminated) covering any of the Collateral is foregoing nor aware of any default with respect thereto, and that Borrower has no defenses or rights of offset with respect to any indebtedness to the Bank. Borrower hereby releases the Bank from any cause of action against it existing as of the date of execution hereof. The rights and defenses being waived and released hereunder include without limitation any claim or defense based on file the Bank having charged or collected interest at a rate greater than that allowed to be contracted for by applicable law as changed from time to time, provided, however, in any public officeno event shall such waiver and release be deemed to change or modify the terms of the Loan Documents which provide that sums paid or received in excess of the maximum rate of interest allowed to be contracted for by applicable law, as changed from time to time, reduce the principal sum due, said provision to be in full force and effect. (b) Such Debtor has this Agreement is a valid, binding and will have a valid leasehold interest in all Collateral such Debtor leases which is material to enforceable obligation of Borrower and does not violate any law, rule, regulation, contract or agreement otherwise enforceable by or against the operation of such Debtor's business, and good and marketable title to all its other Collateral, real and personal, of any nature whatsoever (which, with respect to licenses, means that such Debtor is the lawful owner of its rights under licenses, except as otherwise noted in the Credit Agreement), free of all Security Interests whatsoever, other than the Security Interest created hereby and the Permitted Liens, with full power and authority to execute this Agreement, to perform such Debtor's obligations hereunder, and to subject the Collateral to the assignment and Security Interest created hereby.Borrower; (c) All all financial statements delivered by Borrower to Lender prior to the date of such Debtor's books this Agreement present fairly, in all material respects, the financial condition and records are now located at the premises shown on SCHEDULE V hereto as the location results of such Debtor's chief executive office, and all of such Debtor's Equipment, Inventory and other Goods (other than Goods in transit) are located at the location of such Debtor's chief executive office or at one or more operations of the other premises shown Company on SCHEDULE V hereto or at one or more a consolidated basis as of the premises shown on SCHEDULE VI heretodates and for the periods stated therein; (d) Such Debtor shall provide Agent Borrower has engaged an attorney or attorneys in connection with a Landlord's Consent executed the preparation and review of this Agreement, has specifically discussed with its attorneys the meaning and effect of this Agreement, and has carefully read and understood the scope of each provision contained herein, and has not relied upon any representation or statement made by Lender or by any representative of Lender with regard to the landlord under all leases covering the premises designated with an asterisk on SCHEDULE V hereto.subject matter, basis or effect of this Agreement; (e) All information Borrower has entered into this Agreement voluntarily and has not been coerced by Lender or any other party in any manner and have received actual and adequate consideration to enter into this Agreement; (f) Borrower shall comply with respect all applicable terms and conditions of the Loan Documents as amended by this Amendment; (g) Borrower has the power and authority to execute, deliver and perform all terms under this Agreement and all related documents to which it is a party and has taken all necessary action to authorize such execution, delivery and performance. Borrower’s execution of this Agreement and its performance of its obligations hereunder are not subject to any further approval, vote or contingency from any person or committee; (h) Borrower has disclosed all pending or threatened litigation, administrative ruling or investigation by any federal or state agency having jurisdiction over Borrower which, if determined adversely to Borrower, would have a material adverse effect on such Borrower’s execution, delivery, or enforceability of this Agreement; (i) The execution and delivery of this Agreement and the performance by Borrower of its obligations hereunder will not conflict with or be a breach of any provision of any law, regulation, judgment, order, decree, writ, injunction, contract, agreement or instrument to which Borrower is subject; and Borrower has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by Borrower thereof; and (j) Borrower believes, and has no cause or reason to not believe, that Borrower can perform each and every covenant contained in this Agreement. (k) This Amendment shall be deemed a Florida contract and shall be construed according to the Collateral laws of the State of Florida, regardless of whether this Amendment is executed by certain of the parties hereto in other states. (l) Borrower confirms and the Account Debtors set forth in any scheduleratifies that all Loan Documents, certificate or other writing at any time heretofore or hereafter furnished as amended by or on behalf of such Debtor to Agentthis Amendment, and all other information heretofore or hereafter furnished documents given by or on behalf of such Debtor Borrower to AgentLender in connection with the Loan are and remain valid, is and will be true, correct and complete in all material respects as of the date furnished and does not and will not omit any material fact necessary to make the statements not misleading. (f) Such Debtor will at all times maintain its chief executive office as identified in SCHEDULE V hereto (or as relocated by such Debtor with notice to Agent as provided in the Credit Agreement) in the contiguous continental United States and such Debtor shall take such action from time to time as is required so that a creditor of such Debtor would reasonably expect the chief executive office, as identified on SCHEDULE V or as relocated by such Debtor with notice to Agent as provided in the Credit Agreement, to be its chief executive office for purposes of Article 9 of the Uniform Commercial Code. (g) With respect to any Intellectual Property Collateral the loss, impairment or infringement of which might have a Material Adverse Effect: (i) such Intellectual Property Collateral owned by such Debtor is, and to the knowledge of such Debtor such Intellectual Property Collateral licensed by such Debtor is, subsisting and has not been adjudged invalid or unenforceable, in whole or in part, (ii) such Intellectual Property Collateral owned by such Debtor is, and to the knowledge of such Debtor such Intellectual Property Collateral licensed by such Debtor is, valid binding and enforceable, (iii) such Debtor has made all filings and recordations necessary in the exercise of reasonable and prudent business judgment to protect its interest in such Intellectual Property Collateral, including, without limitation, recordations of all of its interest in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and its claims to the Copyright Collateral in the United States Copyright Office, (iv) for Intellectual Property Collateral owned by such Debtor, such Debtor is, and for such Intellectual Property Collateral licensed by such Debtor, to the knowledge of such Debtor such Debtor is, the owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and, except as disclosed in writing from time to time to Agent, no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party, and (v) such Debtor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of Intellectual Property Collateral in full force and effect throughout such parts of the world where the failure to do so could be reasonably considered to have a Material Adverse Effect, as applicable. Such Debtor owns directly, or is entitled to use by license or otherwise, all Intellectual Property Collateral used in, necessary for or material to the conduct of such Debtor's business. As of the date hereof and except as disclosed in any Schedule to the Credit Documents or as otherwise disclosed by any Debtor in writing from time to time to Agent, no litigation is pending or, to the best knowledge of such Debtor, threatened which contains allegations respecting the validity, enforceability, infringement or ownership of any of the Intellectual Property Collateral, which if adversely determined reasonably could be expected to have a Material Adverse Effect. (h) None of the Collateral (other than Intangible Collateral) has, within the four (4) months preceding the date of this Agreement, been located at any place other than such Debtor's own premises at the address shown on the signature page hereto or at one or more of the premises listed on SCHEDULES V and VI hereto. (i) SCHEDULE VII hereto lists all trade names by which such Debtor is now known or was previously known.

Appears in 1 contract

Samples: Loan Agreement (Odyssey Marine Exploration Inc)

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