Representations and Warranties as to the Security Interest of the Indenture Trustee in the Receivables. The Issuer makes the following representations and warranties to the Indenture Trustee. The representations and warranties speak as of the execution and delivery of this Indenture and as of the Closing Date, and shall survive the sale of the Trust Estate to the Issuer and the pledge thereof to the Indenture Trustee pursuant to this Indenture.
(a) This Indenture creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer.
(b) The Receivables constitute "chattel paper" within the meaning of the UCC.
(c) The Issuer owns and has good and marketable title to the Receivables free and clear of any lien, claim or encumbrance of any Person.
(d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Indenture Trustee hereunder.
(e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against it.
(f) The Servicer as custodian for the Issuer has in its possession all original copies of the contracts that constitute or evidence the Receivables. The contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.
Representations and Warranties as to. Each Receivable. Seller hereby makes the following representations and warranties as to each Receivable conveyed by it to Issuer hereunder on which Issuer shall rely in acquiring the Receivables. Unless otherwise indicated, such representations and warranties shall speak as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to Issuer and the pledge thereof to Indenture Trustee pursuant to the Indenture.
Representations and Warranties as to. THE PURCHASED COMPANIES AND THEIR ASSETS 12
4.1 Organizational Matters 12 4.2 Capitalization 12 4.3 Conflicts 13 4.4 Bankruptcy 14 4.5 Subsidiaries of Asset Company 14 4.6 Violations of Laws 14 4.7 Litigation 14 4.8 Taxes 14 4.9 Leases 16 4.10 Contracts 16 4.11 Payables 17 4.12 No Suspense 17 4.13 Imbalances 17 4.14 Transfer Restrictions 17 4.15 AFEs 17 4.16 Equipment Condition 18 4.17 Environmental 18 4.18 Licenses and Permits 18
4.19 Assets and Liabilities 19 4.20 Brokers’ Fees 19 4.21 Bank Accounts 19 4.22 Title to Pine Mountain Assets 19 4.23 Operations 19 4.24 Employment Matters 19 4.25 Benefit Matters 20 4.26 PUHCA and Investment Company Act 21 4.27 Financial Statements 22 4.28 Absence of Certain Changes and Events 22 4.29 Books and Records 23 4.30 Insurance 23 4.31 Intellectual Property 23 4.32 Restrictions on Business Activities 23 4.33 P&A Obligations 24 4.34 Government Leases 24 4.35 Seismic Data 24 4.36 FERC Jurisdiction 24 4.37 Real Property 24 4.38 No Sales of Oil and Gas Properties 25 4.39 Indemnification Agreement 25 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 25 5.1 Organization 25 5.2 Authorization; Enforceability 25 5.3 Conflicts 25 5.4 Bankruptcy 26 5.5 Brokers’ Fees 26 5.6 Investment Intent 26 5.7 Independent Investigation 26 5.8 Availability of Funds 26 ARTICLE VI ADDITIONAL AGREEMENTS 26 6.1 Confidentiality 26 6.2 Conduct of Business 27 6.3 Third Party Consents 28 6.4 Further Assurances 28 6.5 No Public Announcement 28 6.6 Expenses 28 6.7 Employee Matters 28 6.8 COBRA 29 6.9 Intentionally Omitted 29 6.10 Payment of Indebtedness by Affiliates and Subsidiaries 29 6.11 No Negotiation 29 6.12 Retention of Hxxxxx 29 6.13 Termination of Stockholder Agreement 29 6.14 Tax Matters 29
6.15 Payment of Transfer Taxes and Other Charges 33 6.16 Certain Tax Issues 33 6.17 Certain Pre-Effective Time Revenues 33 6.18 Cooperation with Financial Statements 34
Representations and Warranties as to. THE COMPANY
Representations and Warranties as to the Trust Estate 14 SECTION 6.04. Signature of Returns 15
Representations and Warranties as to. THE COMPANY AND BLACKLIST Each of the Company, Blacklist and each of the Stockholders, as applicable, represents and warrants to Parent and Merger Sub, subject to the exceptions specifically disclosed in writing in the Company Disclosure Schedule, all such exceptions to be referenced to a specific representations set forth in this Article III, that:
Representations and Warranties as to. THE SEACOR MARINE GROUP 13 ARTICLE IV REPRESENTATIONS AND WARRANTIES AS TO THE OTM GROUP 15 ARTICLE V COVENANTS 17 ARTICLE VI SURVIVAL AND REMEDIES 20 ARTICLE VII MISCELLANEOUS 23
Representations and Warranties as to. THE PURCHASED COMPANIES AND ITS ASSETS
Representations and Warranties as to. Each Auto Loan and the other Transferred Assets.
(a) The Sponsor represents and warrants, as to each Auto Loan, that, to the best of its knowledge, as of the Purchase Date of such Auto Loan:
(i) such Auto Loan is eligible for coverage under and is covered by the Insurance Policies;
(ii) the Required Information in respect of such Auto Loan on the List of Auto Loans delivered pursuant to Section 5.03(a)(iii) is true and correct in all material respects as of the date of delivery thereof, and such Auto Loan is denominated in and payable in Dollars;
(iii) such Auto Loan (A) includes a validly perfected first priority security interest in the Automobile in favor of the Trustee or the Originator (and if perfected in the name of the Originator, assigned pursuant to the Sale Agreement to the Trustee on behalf of the Trust), as provided in the related Sale Agreement, as secured party and has not been released from such lien in whole or in part, and (B) is
Representations and Warranties as to
