REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby represents and warrants that except as set forth in Schedule A attached hereto and made a part hereof: (a) The exact legal name of the Debtor is stated hereinbelow. Debtor is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under the laws of said State. Debtor is qualified to do business in every state in which the nature of its business conducted or the character of its property owned in such state would require such qualification. (b) Debtor has the power to execute, deliver and perform this Agreement and to borrow from the Bank. The execution, delivery and performance of this Agreement and any notes, guaranties or other documents, instruments or agreements evidencing Debtor's obligations to the Bank have been duly authorized, if the Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entity, will not violate the articles of organization, certificate of incorporation, partnership agreement, declaration of trust or other or similar organizational documents or the bylaws of the Debtor, if Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entity, or any law, regulation or court order, and with not result in a default under any agreement or indenture to which the Debtor is a party. (c) Debtor has furnished to the Bank such tax returns, financial statements and other information about the Debtor's financial condition as the Bank shall have requested. These financial statements, tax returns or other information fairly present the financial condition of the Debtor in all material respects. There has been no material adverse change in the assets, liabilities, financial condition or business of Debtor since the date of the last financial statements, tax returns or other information delivered to the Bank. (d) Debtor has good and marketable title to the property and assets which are reflected on its financial statements, tax returns or other information furnished to the Bank. All of the Collateral is owned by the Debtor free and clear of all liens, pledges, security interests and mortgages, except for liens, pledges, security interests or mortgages in favor of the Bank or liens, pledges, security interests or mortgages set forth on Schedule I (d) attached hereto and incorporated herein (collectively "Permitted Liens"). No effective financing statement covering the Collateral or any proceeds thereof is on file in any public office, except as set forth on Schedule I(d). (e) There is no suit or proceeding at law or in equity affecting the Debtor or any of its properties which, if adversely determined, would materially impair the rights of the Debtor to carry on its business substantially as it is now being conducted or would have a materially adverse effect upon the assets, liabilities, financial condition or business of the Debtor. The Debtor is not a party to any document, agreement or instrument, and is not subject to any charge, order or other restriction, materially and adversely affecting its assets, liabilities, financial condition or business, except as previously disclosed to the Bank in writing. (f) Debtor has filed all federal, state and local tax returns and other reports it is required by law to file and has paid all taxes and other charges that are due and payable. (g) Debtor is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any document, agreement or instrument to which Debtor is a party, except for minor defaults in purchase or sale orders or other agreements which neither individually nor in the aggregate have a materially adverse effect on the Debtor. (h) Debtor has not, during the preceding five (5) years, changed its name, been a party to a merger, or used any other corporate or fictitious name except as previously described to the Bank in writing. (i) The place where Debtor keeps its records concerning the Collateral, the Debtor's principal place of business and the Debtor's chief executive office, or if the Debtor is an individual with no place of business, its residence, is the location set forth at the beginning of this Agreement. The Collateral is now and will continue to be kept at such location and at the following additional locations until such time as the written consent of the Bank to a change in location is received: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (j) If any of the Collateral is to be attached to real estate, descriptions of said real estate have been delivered to the Bank and/or are attached to this Agreement and the name and address of each record owner is as follows: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (k) Debtor is in compliance in all material respects with all laws, ordinances, rules or regulations applicable to it, of all federal, state or local governments or any instrumentality or agency thereof, including, without limitation, the Employee Retirement Income Security Act of 1974, the United States Occupational Safety and Health Act of 1970 and all federal, state and municipal laws, ordinances, rules and regulations relating to the environment, as such may be amended.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby represents and warrants that except to the Secured Party as set forth follows:
(a) There are no restrictions on the pledge or transfer of any of the Collateral, other than restrictions referenced on the face of any certificates evidencing the Collateral.
(b) The Debtor is the legal, beneficial and record owner of the Collateral, which is registered in Schedule the name of the Debtor as of the date hereof.
(c) The Fone Securities represent one hundred percent (100%) of the equity shares of Fone.
(d) Except as specified on Exhibit A attached hereto, the Collateral is free and clear of any security interests, pledges, liens, encumbrances charges, agreements, claims or other arrangements or restrictions of any kind; and the Debtor will not incur, create, assume or permit to exist and pledge, security interest, lien, charge or other encumbrance of any nature whatsoever on any of the Collateral or assign, pledge or otherwise encumber any right to receive income from the Collateral. Except for such financing statements as may be described on Exhibit A attached hereto and made a part hereof:
(a) The exact legal name of the Debtor is stated hereinbelow. Debtor is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under the laws of said State. Debtor is qualified to do business in every state in which the nature of its business conducted or the character of its property owned in such state would require such qualification.
(b) Debtor has the power to execute, deliver and perform this Agreement and to borrow from the Bank. The execution, delivery and performance of this Agreement and any notes, guaranties or other documents, instruments or agreements evidencing Debtor's obligations to the Bank have been duly authorized, if the Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entity, will not violate the articles of organization, certificate of incorporation, partnership agreement, declaration of trust or other or similar organizational documents or the bylaws of the Debtor, if Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entity, or any law, regulation or court order, and with not result in a default under any agreement or indenture to which the Debtor is a party.
(c) Debtor has furnished to the Bank such tax returns, financial statements and other information about the Debtor's financial condition as the Bank shall have requested. These financial statements, tax returns or other information fairly present the financial condition of the Debtor in all material respects. There has been no material adverse change in the assets, liabilities, financial condition or business of Debtor since the date of the last financial statements, tax returns or other information delivered to the Bank.
(d) Debtor has good and marketable title to the property and assets which are reflected on its financial statements, tax returns or other information furnished to the Bank. All of the Collateral is owned by the Debtor free and clear of all liens, pledges, security interests and mortgages, except for liens, pledges, security interests or mortgages in favor of the Bank or liens, pledges, security interests or mortgages set forth on Schedule I (d) attached hereto and incorporated herein (collectively "Permitted Liens"). No effective financing statement covering the Collateral or any proceeds thereof is on file in any public office, except as set forth on Schedule I(d)other than the financing statements filed pursuant to this Security Agreement.
(e) There is no suit or proceeding at law or in equity affecting The Debtor (or, with respect to the VAT Alternatives, Fone) has the right to transfer the Collateral free of any encumbrances and the Debtor (or, with respect to the VAT Alternatives, Fone) will defend the Debtor's title to the Collateral against the claims of all persons, and any registration with, or consent or approval to or action by, any of its properties whichfederal, if adversely determined, would materially impair state or other governmental authority or regulatory body which was or is necessary for the rights validity of the Debtor to carry on its business substantially as it is now being conducted or would have a materially adverse effect upon the assets, liabilities, financial condition or business pledge and grant of the Debtor. The Debtor is not a party to any document, agreement or instrument, and is not subject to any charge, order or other restriction, materially and adversely affecting its assets, liabilities, financial condition or business, except as previously disclosed to security interest in the Bank in writingCollateral has been obtained.
(f) Upon the occurrence of a Debtor Event of Default, no third party has filed any rights to receive notice of such default or the sale of the Collateral or any portion thereof, and no third party has rights to purchase all federal, state and local tax returns and other reports it is required by law to file and has paid all taxes and other charges that are due and payableor any portion of the Collateral.
(g) Debtor is not in default in the performanceAll additional information, observance or fulfillment of any of the obligations, covenants or conditions representations and warranties contained in any documentExhibit B attached hereto and made a part hereof are true, agreement or instrument to which Debtor is a party, except for minor defaults in purchase or sale orders or other agreements which neither individually nor in the aggregate have a materially adverse effect accurate and complete on the Debtordate hereof.
(h) Debtor has not, during the preceding five (5) years, changed its name, been a party to a merger, or used any other corporate or fictitious name except as previously described to the Bank in writing.
(i) The place where Debtor keeps its records concerning the Collateral, the Debtor's principal place of business and the Debtor's chief executive office, or if the Debtor is an individual with no place of business, its residence, is the location set forth at the beginning of this Agreement. The Collateral is now and will continue to be kept at such location and at the following additional locations until such time as the written consent of the Bank to a change in location is received: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(j) If any of the Collateral is to be attached to real estate, descriptions of said real estate have been delivered to the Bank and/or are attached to this Agreement and the name and address of each record owner is as follows: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(k) Debtor is in compliance in all material respects with all laws, ordinances, rules or regulations applicable to it, of all federal, state or local governments or any instrumentality or agency thereof, including, without limitation, the Employee Retirement Income Security Act of 1974, the United States Occupational Safety and Health Act of 1970 and all federal, state and municipal laws, ordinances, rules and regulations relating to the environment, as such may be amended.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tanners Restaurant Group Inc)
REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby represents and warrants that except to the Commission as set forth in Schedule A attached hereto and made a part hereoffollows:
(a) The exact It has full power, authority and legal name of right to execute, deliver and perform this Agreement, the Debtor is stated hereinbelow. Debtor Note, and any other documents delivered in connection with the Note, this Agreement and the transactions contemplated therein to make the debt transaction evidenced by the Note, and to pledge the Collateral pursuant to this Agreement.
(b) It is a corporation duly organized and validly corporation, existing under the laws of the State of Delaware and is in good standing under the laws of said State. Debtor Delaware and is duly qualified to do business in every state in which the nature wherever necessary to carry on its present operations. Its principal place of its business conducted or the character of its property owned in such state would require such qualificationand chief executive office are located at 00 Xxxx Xxxx, Xxxxxxxxx, XX 00000.
(bc) The representative of Debtor has purporting to act on behalf of Debtor in executing this Agreement, the power to executeNote, deliver and perform any other documents delivered in connection with the Note, this Agreement and the transactions contemplated therein, is duly authorized by Debtor to borrow from take all such acts and to execute all such documents.
(d) No security agreements have been executed and delivered, and no financing statements have been filed in any jurisdiction, granting or purporting to grant a security interest in the Bank. Collateral that would give any other person any right or interest in the Collateral, or any portion thereof except for a Subordinated Security Interest, as defined herein, and that no person has an a secured interest that is or will be in any way inconsistent with the rights of the Commission herein as the first secured party or the terms of this Agreement.
(e) No consent of any other party and no consent, license, approval or authorization of, exemption by, or registration or declaration with, any governmental instrumentality, domestic or foreign other than the Commission, is required to be obtained in connection with the execution, delivery or performance of this Agreement, the Note or any other document executed and delivered in connection with the delivery of the Note or this Agreement.
(f) The execution, delivery and performance of this Agreement and the Note, does not and will not violate any notesprovision of any applicable law or regulation or any order, guaranties judgment, writ, award or decree of any court, arbitrator, governmental instrumentality, domestic or foreign, or of any indenture, contract, agreement or other documents, instruments or agreements evidencing Debtor's obligations undertaking to the Bank have been duly authorized, if the which Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust party or other legal entity, will not violate the articles which purports to be binding upon Debtor or upon any of organization, certificate of incorporation, partnership agreement, declaration of trust or other or similar organizational documents or the bylaws of the Debtor, if Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entity, or any law, regulation or court order's assets, and with will not result in a default under the creation or imposition of any agreement lien, charge or indenture to which the Debtor is a party.
(c) Debtor has furnished to the Bank such tax returns, financial statements and other information about the Debtor's financial condition as the Bank shall have requested. These financial statements, tax returns encumbrance on or other information fairly present the financial condition security interest in any of the Debtor in all material respects. There has been no material adverse change in the assets, liabilities, financial condition or business assets of Debtor since the date of the last financial statements, tax returns or other information delivered to the Bank.
(d) Debtor has good and marketable title to the property and assets which are reflected on its financial statements, tax returns or other information furnished to the Bank. All of the Collateral is owned by the Debtor free and clear of all liens, pledges, security interests and mortgages, except for liens, pledges, security interests or mortgages in favor of the Bank or liens, pledges, security interests or mortgages set forth on Schedule I (d) attached hereto and incorporated herein (collectively "Permitted Liens"). No effective financing statement covering the Collateral or any proceeds thereof is on file in any public officeDebtor, except as set forth on Schedule I(d).
(e) There is no suit or proceeding at law or in equity affecting the Debtor or any of its properties which, if adversely determined, would materially impair the rights of the Debtor to carry on its business substantially as it is now being conducted or would have a materially adverse effect upon the assets, liabilities, financial condition or business of the Debtor. The Debtor is not a party to any document, agreement or instrument, and is not subject to any charge, order or other restriction, materially and adversely affecting its assets, liabilities, financial condition or business, except as previously disclosed to the Bank in writing.
(f) Debtor has filed all federal, state and local tax returns and other reports it is required contemplated by law to file and has paid all taxes and other charges that are due and payablethis Agreement.
(g) Debtor will not permit any financing statement to be filed with respect to the Collateral or any portion thereof or interest therein that would give said any other person a right or any interest in the Collateral, or any portion thereof, except that Debtor may permit a third party to file a Subordinated Security Interest, as defined herein, so long as said Subordinated Security Interest, is not in default in any way inconsistent with the performance, observance or fulfillment terms of any of the obligations, covenants or conditions contained in any document, agreement or instrument to which Debtor is a party, except for minor defaults in purchase or sale orders or other agreements which neither individually nor in the aggregate have a materially adverse effect on the Debtor.
(h) Debtor has not, during the preceding five (5) years, changed its name, been a party to a merger, or used any other corporate or fictitious name except as previously described to the Bank in writing.
(i) The place where Debtor keeps its records concerning the Collateral, the Debtor's principal place of business and the Debtor's chief executive office, or if the Debtor is an individual with no place of business, its residence, is the location set forth at the beginning of this Agreement. The Collateral is now and will continue to be kept at such location and at the following additional locations until such time as the written consent of the Bank to a change in location is received: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(j) If any of the Collateral is to be attached to real estate, descriptions of said real estate have been delivered to the Bank and/or are attached to this Agreement and the name rights of the Commission herein as the first secured party. Debtor will promptly notify Secured Party of, and address will defend the Collateral against, all claims and demands of each record owner is all persons at any time claiming the same or any interest therein that would give any other person a right or any interest in the Collateral not subordinated to the rights of the Commission herein as follows: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(k) Debtor the first secured party, or that is in compliance in all material respects any way inconsistent with all laws, ordinances, rules or regulations applicable to it, the terms of all federal, state or local governments or any instrumentality or agency thereof, including, without limitation, the Employee Retirement Income Security Act of 1974, the United States Occupational Safety and Health Act of 1970 and all federal, state and municipal laws, ordinances, rules and regulations relating to the environment, as such may be amendedthis Agreement.
Appears in 1 contract
Samples: Security Agreement (Electronics Communications Corp)
REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby represents and warrants that except to the Commission as set forth in Schedule A attached hereto and made a part hereoffollows:
(a) The exact It has full power, authority and legal name of right to execute, deliver and perform this Agreement, the Debtor is stated hereinbelow. Debtor Note, and any other documents delivered in connection with the Note, this Agreement and the transactions contemplated therein to make the debt transaction evidenced by the Note, and to pledge the Collateral pursuant to this Agreement.
(b) It is a corporation duly organized and validly corporation, existing under the laws of the State of Delaware and is in good standing under the laws of said State. Debtor Delaware and is duly qualified to do business in every state in which the nature wherever necessary to carry on its present operations. Its principal place of its business conducted or the character of its property owned in such state would require such qualificationand chief executive office are located at 00 Xxxx Xxxx, Xxxxxxxxx, XX 00000.
(bc) The representative of Debtor has purporting to act on behalf of Debtor in executing this Agreement, the power to executeNote, deliver and perform any other documents delivered in connection with the Note, this Agreement and the transactions contemplated therein, is duly authorized by Debtor to borrow from take all such acts and to execute all such documents.
(d) No security agreements have been executed and delivered, and no financing statements have been filed in any jurisdiction, granting or purporting to grant a security interest in the Bank. Collateral that would give any other person any right or interest in the Collateral, or any portion thereof, except for a Subordinated Security Interest, as defined herein, and that no person has an a secured interest that is or will be in any way inconsistent with the rights of the Commission herein as the first secured party or the terms of this Agreement.
(e) No consent of any other party and no consent, license, approval or authorization of, exemption by, or registration or declaration with, any governmental instrumentality, domestic or foreign other than the Commission, is required to be obtained in connection with the execution, delivery or performance of this Agreement, the Note or any other document executed and delivered in connection with the delivery of the Note or this Agreement.
(f) The execution, delivery and performance of this Agreement and the Note, does not and will not violate any notesprovision of any applicable law or regulation or any order, guaranties judgment, writ, award or decree of any court, arbitrator, governmental instrumentality, domestic or foreign, or of any indenture, contract, agreement or other documents, instruments or agreements evidencing Debtor's obligations undertaking to the Bank have been duly authorized, if the which Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust party or other legal entity, will not violate the articles which purports to be binding upon Debtor or upon any of organization, certificate of incorporation, partnership agreement, declaration of trust or other or similar organizational documents or the bylaws of the Debtor, if Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entity, or any law, regulation or court order's assets, and with will not result in a default under the creation or imposition of any agreement lien, charge or indenture to which the Debtor is a party.
(c) Debtor has furnished to the Bank such tax returns, financial statements and other information about the Debtor's financial condition as the Bank shall have requested. These financial statements, tax returns encumbrance on or other information fairly present the financial condition security interest in any of the Debtor in all material respects. There has been no material adverse change in the assets, liabilities, financial condition or business assets of Debtor since the date of the last financial statements, tax returns or other information delivered to the Bank.
(d) Debtor has good and marketable title to the property and assets which are reflected on its financial statements, tax returns or other information furnished to the Bank. All of the Collateral is owned by the Debtor free and clear of all liens, pledges, security interests and mortgages, except for liens, pledges, security interests or mortgages in favor of the Bank or liens, pledges, security interests or mortgages set forth on Schedule I (d) attached hereto and incorporated herein (collectively "Permitted Liens"). No effective financing statement covering the Collateral or any proceeds thereof is on file in any public officeDebtor, except as set forth on Schedule I(d).
(e) There is no suit or proceeding at law or in equity affecting the Debtor or any of its properties which, if adversely determined, would materially impair the rights of the Debtor to carry on its business substantially as it is now being conducted or would have a materially adverse effect upon the assets, liabilities, financial condition or business of the Debtor. The Debtor is not a party to any document, agreement or instrument, and is not subject to any charge, order or other restriction, materially and adversely affecting its assets, liabilities, financial condition or business, except as previously disclosed to the Bank in writing.
(f) Debtor has filed all federal, state and local tax returns and other reports it is required contemplated by law to file and has paid all taxes and other charges that are due and payablethis Agreement.
(g) Debtor will not permit any financing statement to be filed with respect to the Collateral or any portion thereof or interest therein that would give said any other person a right or any interest in the Collateral, or any portion thereof, except that Debtor may permit a third party to file a Subordinated Security Interest, as defined herein, so long as said Subordinated Security Interest, is not in default in any way inconsistent with the performance, observance or fulfillment terms of any of the obligations, covenants or conditions contained in any document, agreement or instrument to which Debtor is a party, except for minor defaults in purchase or sale orders or other agreements which neither individually nor in the aggregate have a materially adverse effect on the Debtor.
(h) Debtor has not, during the preceding five (5) years, changed its name, been a party to a merger, or used any other corporate or fictitious name except as previously described to the Bank in writing.
(i) The place where Debtor keeps its records concerning the Collateral, the Debtor's principal place of business and the Debtor's chief executive office, or if the Debtor is an individual with no place of business, its residence, is the location set forth at the beginning of this Agreement. The Collateral is now and will continue to be kept at such location and at the following additional locations until such time as the written consent of the Bank to a change in location is received: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(j) If any of the Collateral is to be attached to real estate, descriptions of said real estate have been delivered to the Bank and/or are attached to this Agreement and the name rights of the Commission herein as the first secured party. Debtor will promptly notify Secured Party of, and address will defend the Collateral against, all claims and demands of each record owner is all persons at any time claiming the same or any interest therein that would give any other person a right or any interest in the Collateral not subordinated to the rights of the Commission herein as follows: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(k) Debtor the first secured party, or that is in compliance in all material respects any way inconsistent with all laws, ordinances, rules or regulations applicable to it, the terms of all federal, state or local governments or any instrumentality or agency thereof, including, without limitation, the Employee Retirement Income Security Act of 1974, the United States Occupational Safety and Health Act of 1970 and all federal, state and municipal laws, ordinances, rules and regulations relating to the environment, as such may be amendedthis Agreement.
Appears in 1 contract
Samples: Security Agreement (Electronics Communications Corp)
REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby represents and warrants that except to the Commission as set forth in Schedule A attached hereto and made a part hereoffollows:
(a) The exact It has full power, authority and legal name of right to execute, deliver and perform this Agreement, the Debtor is stated hereinbelow. Debtor Note, and any other documents delivered in connection with the Note, this Agreement and the transactions contemplated therein, to make the debt transaction evidenced by the Note, and to pledge the Collateral pursuant to this Agreement.
(b) It is a corporation duly dully organized and validly Limited Partnership, existing under the laws of the State of Delaware and is in good standing under the laws of said State. Debtor Delaware and is duly qualified to do business in every state in which the nature wherever necessary to carry on its present operations. Its principal place of its business conducted or the character of its property owned in such state would require such qualificationand chief executive office are located at Rye, New York.
(bc) The representative of Debtor has purporting to act on behalf of Debtor in executing this Agreement, the power to executeNote, deliver and perform any other documents delivered in connection with the Note, this Agreement and the transactions contemplated therein, is duly authorized by Debtor to borrow from take all such acts and to execute all such documents.
(d) No security agreements have been executed and delivered, and no financing statements have been filed in any jurisdiction, granting or purporting to grant a security interest in the Bank. Collateral that would give any other person any right or interest in the Collateral, or any portion thereof, except for a Subordinated Security Interest, as defined herein, and that no person has a secured interest that is or will be in any way inconsistent with the rights of the Commission herein as the first secured party or the terms of this Agreement.
(e) No consent of any other party and no consent, license, approval or authorization of, exemption by, or registration or declaration with, any governmental instrumentality, domestic or foreign other than the Commission, is required to be obtained in connection with the execution, delivery or performance of this Agreement, the Note or any other document executed and delivered in connection with the delivery of the Note or this Agreement.
(f) The execution, delivery and performance of this Agreement and the Note does not and will not violate any notesprovision of any applicable law or regulation or any order, guaranties judgment, writ, award or decree of any court, arbitrator, governmental instrumentality, domestic or foreign, or of any indenture, contract, agreement or other documents, instruments or agreements evidencing Debtor's obligations undertaking to the Bank have been duly authorized, if the which Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust party or other legal entity, will not violate the articles which purports to be binding upon of organization, certificate Debtor or upon any of incorporation, partnership agreement, declaration of trust or other or similar organizational documents or the bylaws of the Debtor, if Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entity, or any law, regulation or court order's assets, and with will not result in a default under the creation or imposition of any agreement lien, charge or indenture to which the Debtor is a party.
(c) Debtor has furnished to the Bank such tax returns, financial statements and other information about the Debtor's financial condition as the Bank shall have requested. These financial statements, tax returns encumbrance on or other information fairly present the financial condition security interest in any of the Debtor in all material respects. There has been no material adverse change in the assets, liabilities, financial condition or business assets of Debtor since the date of the last financial statements, tax returns or other information delivered to the Bank.
(d) Debtor has good and marketable title to the property and assets which are reflected on its financial statements, tax returns or other information furnished to the Bank. All of the Collateral is owned by the Debtor free and clear of all liens, pledges, security interests and mortgages, except for liens, pledges, security interests or mortgages in favor of the Bank or liens, pledges, security interests or mortgages set forth on Schedule I (d) attached hereto and incorporated herein (collectively "Permitted Liens"). No effective financing statement covering the Collateral or any proceeds thereof is on file in any public officeDebtor, except as set forth on Schedule I(d).
(e) There is no suit or proceeding at law or in equity affecting the Debtor or any of its properties which, if adversely determined, would materially impair the rights of the Debtor to carry on its business substantially as it is now being conducted or would have a materially adverse effect upon the assets, liabilities, financial condition or business of the Debtor. The Debtor is not a party to any document, agreement or instrument, and is not subject to any charge, order or other restriction, materially and adversely affecting its assets, liabilities, financial condition or business, except as previously disclosed to the Bank in writing.
(f) Debtor has filed all federal, state and local tax returns and other reports it is required contemplated by law to file and has paid all taxes and other charges that are due and payablethis Agreement.
(g) Debtor will not permit any financing statement to be filed with respect to the Collateral or any portion thereof or interest therein that would give any other person a right or any interest in the Collateral, or any portion thereof, except that Debtor may permit a third party to file a Subordinated Security Interest, as defined herein, so long as said Subordinated Security Interest, is not in default in any way inconsistent with the performance, observance or fulfillment terms of any of the obligations, covenants or conditions contained in any document, agreement or instrument to which Debtor is a party, except for minor defaults in purchase or sale orders or other agreements which neither individually nor in the aggregate have a materially adverse effect on the Debtor.
(h) Debtor has not, during the preceding five (5) years, changed its name, been a party to a merger, or used any other corporate or fictitious name except as previously described to the Bank in writing.
(i) The place where Debtor keeps its records concerning the Collateral, the Debtor's principal place of business and the Debtor's chief executive office, or if the Debtor is an individual with no place of business, its residence, is the location set forth at the beginning of this Agreement. The Collateral is now and will continue to be kept at such location and at the following additional locations until such time as the written consent of the Bank to a change in location is received: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(j) If any of the Collateral is to be attached to real estate, descriptions of said real estate have been delivered to the Bank and/or are attached to this Agreement and the name rights of the Commission herein as the first secured party. Debtor will promptly notify Secured Party of, and address of each record owner is as follows: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(k) Debtor is in compliance in will defend the Collateral against, all material respects with all laws, ordinances, rules or regulations applicable to itclaims and demands, of all federal, state or local governments persons at any time claiming the same or any instrumentality interest therein that would give any other person a right or agency thereof, including, without limitation, any interest in the Employee Retirement Income Security Act of 1974, the United States Occupational Safety and Health Act of 1970 and all federal, state and municipal laws, ordinances, rules and regulations relating Collateral not subordinated to the environmentrights of the Commission herein as the first secured party, as such may be amendedor that is in any way inconsistent with the terms of this Agreement.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby represents and warrants that except as set forth in Schedule A attached hereto and made a part hereofthat:
(a) The exact legal name of the Debtor is stated hereinbelow. Debtor is a corporation limited liability company duly organized and validly existing under the laws of the State of Delaware Delaware, is validly existing and is in good standing under the laws of said State. Debtor the State of Delaware, is duly qualified to do business and in every state good standing under the laws of the State, is not in which the nature violation of any provision of its business conducted or Organizational Documents, has the character of requisite power and authority to own its property owned in such state would require such qualification.
(b) Debtor has the power and assets, to carry on its business as now being conducted by it and to execute, deliver and perform this Agreement Mortgage and each other Project Document to borrow from the Bank. which it is or shall be a party.
(b) The execution, delivery and performance of this Agreement Mortgage and any notes, guaranties or each other documents, instruments or agreements evidencing Debtor's obligations Project Document to the Bank have been duly authorized, if which the Debtor is or shall be a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entity, party and the consummation of the transactions herein and therein contemplated will not (x) violate any provision of law, any order of any court or agency of government, or any of the articles of organization, certificate of incorporation, partnership agreement, declaration of trust or other or similar organizational documents or the bylaws Organizational Documents of the Debtor, if Debtor is a limited liability companyor any indenture, limited liability partnership, corporation, partnership, trust agreement or other legal entity, or any law, regulation or court order, and with not result in a default under any agreement or indenture instrument to which the Debtor is a partyparty or by which it or any of its property is bound or to which it or any of its property is subject, (y) be in conflict with or result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or other instrument, or (z) result in the imposition of any lien, charge or encumbrance of any nature whatsoever other than Permitted Encumbrances.
(c) Debtor has furnished There is no action or proceeding pending or, to the Bank such tax returns, financial statements and other information about best of the Debtor's financial condition as ’s knowledge, after diligent inquiry, threatened by or against the Bank shall have requested. These financial statements, tax returns Debtor by or other information fairly present before any court or administrative agency that would adversely affect the financial condition ability of the Debtor in all material respectsto perform its obligations under this Mortgage or any other Project Document to which it is or shall be a party. There has been no material adverse change in Such knowledge is based upon the assetsknowledge of Xxxxxx Xxxxxxx, liabilities, financial condition or business of Debtor since the date a Senior Vice President of the last financial statementsParent, tax returns or other information delivered to and the Bankperson employed by the Parent with actual knowledge of the Project and of the matters set forth in this paragraph.
(d) The Debtor has good obtained all authorizations, consents and marketable title approvals of governmental bodies or agencies required to the property and assets which are reflected on its financial statements, tax returns or other information furnished to the Bank. All of the Collateral is owned be obtained by the Debtor free and clear of all liens, pledges, security interests and mortgages, except for liens, pledges, security interests or mortgages in favor as of the Bank Closing Date in connection with the execution and delivery of this Mortgage and each other Project Document to which the Debtor is a party or liens, pledges, security interests or mortgages set forth on Schedule I (d) attached hereto in connection with the performance of the obligations of the Debtor hereunder and incorporated herein (collectively "Permitted Liens"). No effective financing statement covering under each of the Collateral or any proceeds thereof is on file in any public office, except as set forth on Schedule I(d)Project Documents.
(e) There is no suit or proceeding at law or in equity affecting This Mortgage and the other Project Documents to which the Debtor or any of its properties which, if adversely determined, would materially impair is a party (x) have been duly authorized by all necessary action on the rights of the Debtor to carry on its business substantially as it is now being conducted or would have a materially adverse effect upon the assets, liabilities, financial condition or business part of the Debtor. The Debtor is not a party to any document, agreement or instrument(y) have been duly executed and delivered by the Debtor, and is not (z) constitute the legal, valid and binding obligations of the Debtor, enforceable against the Debtor in accordance with their respective terms, subject to any chargelimitations on enforceability resulting from bankruptcy, order or other restriction, materially insolvency and adversely affecting its assets, liabilities, financial condition or business, except as previously disclosed to the Bank in writingprinciples of equity.
(f) The assumption by the Debtor has filed all federal, state and local tax returns and other reports it is required by law of its obligations hereunder will result in a direct financial benefit to file and has paid all taxes and other charges that are due and payablethe Debtor.
(g) The Debtor is not in default has power to enter into and perform this Mortgage, to create, pledge and grant the mortgage, pledge, assignment and security interest in the performanceMortgaged Property as provided in this Mortgage, observance or fulfillment of any of the obligations, covenants or conditions contained in any document, agreement or instrument and to which Debtor is a party, except for minor defaults in purchase or sale orders or other agreements which neither individually nor in the aggregate have a materially adverse effect on the Debtorown its property and assets.
(h) The Debtor has not, during is vested with a good and marketable leasehold interest in the preceding five (5) years, changed its name, been a party to a merger, or used any other corporate or fictitious name except as previously described Facility pursuant to the Bank in writingGround Lease, subject to no mortgage, lien, charge, pledge, assignment, security interest, conditional sale agreement or encumbrance of any kind whatsoever, other than Permitted Encumbrances.
(i) The place where Debtor keeps its records concerning the Collateralis, the Debtor's principal place of business and the Debtor's chief executive office, or if the Debtor is an individual with no place of business, its residence, is the location set forth at the beginning of this Agreement. The Collateral is now and will continue to be kept at such location and at the following additional locations until such time as the written consent of the Bank Closing Date, and after giving effect to all instruments evidencing or securing the Obligations will be, in a change in location is received: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(j) If any of the Collateral is to be attached to real estate, descriptions of said real estate have been delivered to the Bank and/or are attached to this Agreement and the name and address of each record owner is as follows: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(k) Debtor is in compliance in all material respects with all laws, ordinances, rules or regulations applicable to it, of all federal, state or local governments or any instrumentality or agency thereof, including, without limitation, the Employee Retirement Income Security Act of 1974, the United States Occupational Safety and Health Act of 1970 and all federal, state and municipal laws, ordinances, rules and regulations relating to the environment, as such may be amendedsolvent condition.
Appears in 1 contract
Samples: Loan Agreement (Acadia Realty Trust)
REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor In order to induce Lender to enter into this Amendment, Debtor, for itself, and for its affiliates, successors and assigns, hereby represents acknowledges, represents, warrants and warrants that except agrees as set forth in Schedule A attached hereto and made a part hereoffollows:
(a) The exact legal name Debtor has full power and authority to enter into this Amendment and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Amendment or the performance of any of the obligations of Debtor is stated hereinbelow. Debtor is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under the laws of said State. Debtor is qualified to do business in every state in which the nature of its business conducted or the character of its property owned in such state would require such qualificationhereunder.
(b) There is no fact known to Debtor or which should be known to Debtor which Debtor has not disclosed to Lender on or prior to the power to execute, deliver and perform this Agreement and to borrow from the Bank. The execution, delivery and performance date of this Agreement Amendment which would or could materially and adversely affect the understanding of Lender expressed in this Amendment or any notesrepresentation, guaranties or other documents, instruments or agreements evidencing Debtor's obligations to the Bank have been duly authorized, if the Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entity, will not violate the articles of organization, certificate of incorporation, partnership agreement, declaration of trust or other or similar organizational documents or the bylaws of the Debtor, if Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entitywarranty, or any law, regulation or court order, and with not result recital contained in a default under any agreement or indenture to which the Debtor is a partythis Amendment.
(c) Except as expressly set forth in this Amendment, Debtor has furnished to acknowledges and agrees that neither the Bank such tax returns, financial statements execution and other information about the Debtor's financial condition as the Bank shall have requested. These financial statements, tax returns or other information fairly present the financial condition delivery of this Amendment nor any of the Debtor terms, provisions, covenants, or agreements contained in all material respects. There has been no material adverse change this Amendment shall in any manner release, impair, lessen, modify, waive, or otherwise affect the assets, liabilities, financial condition or business liability and obligations of Debtor since under the date terms of the last financial statements, tax returns or other information delivered to the BankLoan Documents.
(d) Debtor has good and marketable title no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the property execution of this Amendment and assets which are reflected on its financial statementsoccurred, tax returns existed, was taken, permitted or other information furnished to the Bank. All begun in accordance with, pursuant to, or by virtue of any of the Collateral is owned by the Debtor free and clear of all liens, pledges, security interests and mortgages, except for liens, pledges, security interests terms or mortgages in favor conditions of the Bank Loan Documents. To the extent any such defenses, affirmative or liensotherwise, pledgesrights of setoff, security interests rights of recoupment, claims, counterclaims, actions or mortgages set forth on Schedule I (d) attached hereto causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and incorporated herein (collectively "Permitted Liens")causes of action are hereby waived, discharged and released. No effective financing statement covering Debtor hereby acknowledges and agrees that the Collateral execution of this Amendment by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any proceeds thereof is on file in claims or of liability for any public office, except as set forth on Schedule I(d)matter or precedent upon which any claim or liability may be asserted.
(e) There is no suit or proceeding at law or in equity affecting the Debtor or any of its properties which, if adversely determined, would materially impair the rights of the Debtor to carry on its business substantially Except as it is now being conducted or would may have a materially adverse effect upon the assets, liabilities, financial condition or business of the Debtor. The Debtor is not a party to any document, agreement or instrument, and is not subject to any charge, order or other restriction, materially and adversely affecting its assets, liabilities, financial condition or business, except as been previously disclosed to Lender, Debtor represents and warrants that as of the Bank in writing.
date hereof no Events of Default (f) Debtor has filed all federal, state and local tax returns and other reports it is required by law to file and has paid all taxes and other charges that are due and payable.
(g) Debtor is not in default as defined in the performance, observance Note) exist under the Loan Documents or fulfillment of any of the obligations, covenants or conditions contained in any document, agreement or instrument to which Debtor is a party, except for minor defaults in purchase or sale orders or other agreements which neither individually nor in the aggregate have a materially adverse effect on the Debtor.
(h) Debtor has not, during the preceding five (5) years, changed its name, been a party to a merger, or used any other corporate or fictitious name except as previously described occurred prior to the Bank in writingdate hereof.
(i) The place where Debtor keeps its records concerning the Collateral, the Debtor's principal place of business and the Debtor's chief executive office, or if the Debtor is an individual with no place of business, its residence, is the location set forth at the beginning of this Agreement. The Collateral is now and will continue to be kept at such location and at the following additional locations until such time as the written consent of the Bank to a change in location is received: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(j) If any of the Collateral is to be attached to real estate, descriptions of said real estate have been delivered to the Bank and/or are attached to this Agreement and the name and address of each record owner is as follows: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(k) Debtor is in compliance in all material respects with all laws, ordinances, rules or regulations applicable to it, of all federal, state or local governments or any instrumentality or agency thereof, including, without limitation, the Employee Retirement Income Security Act of 1974, the United States Occupational Safety and Health Act of 1970 and all federal, state and municipal laws, ordinances, rules and regulations relating to the environment, as such may be amended.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby represents and warrants that to the Secured Party (a) that, except as set forth in Schedule Exhibit A attached hereto, the Debtor is, or to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse lien, security interest or encumbrance; (b) that except for such financing statements as may be described on Exhibit A attached hereto and made a part hereof:
(a) The exact legal name of the Debtor is stated hereinbelow. Debtor is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under the laws of said State. Debtor is qualified to do business in every state in which the nature of its business conducted or the character of its property owned in such state would require such qualification.
(b) Debtor has the power to execute, deliver and perform this Agreement and to borrow from the Bank. The execution, delivery and performance of this Agreement and any notes, guaranties or other documents, instruments or agreements evidencing Debtor's obligations to the Bank have been duly authorized, if the Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entity, will not violate the articles of organization, certificate of incorporation, partnership agreement, declaration of trust or other or similar organizational documents or the bylaws of the Debtor, if Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entity, or any law, regulation or court order, and with not result in a default under any agreement or indenture to which the Debtor is a party.
(c) Debtor has furnished to the Bank such tax returns, financial statements and other information about the Debtor's financial condition as the Bank shall have requested. These financial statements, tax returns or other information fairly present the financial condition of the Debtor in all material respects. There has been no material adverse change in the assets, liabilities, financial condition or business of Debtor since the date of the last financial statements, tax returns or other information delivered to the Bank.
(d) Debtor has good and marketable title to the property and assets which are reflected on its financial statements, tax returns or other information furnished to the Bank. All of the Collateral is owned by the Debtor free and clear of all liens, pledges, security interests and mortgages, except for liens, pledges, security interests or mortgages in favor of the Bank or liens, pledges, security interests or mortgages set forth on Schedule I (d) attached hereto and incorporated herein (collectively "Permitted Liens"). No effective financing statement covering the Collateral or any proceeds thereof is on file in any public office, except other than the financing statements filed pursuant to this Security Agreement; (c) this Agreement and the transactions contemplated hereby have been duly and validly authorized by the Debtor; (d) this Agreement has been duly executed and delivered by the Debtor, and this Agreement is the valid and binding obligations of the Debtor enforceable in accordance with its terms, subject as set forth on Schedule I(d).
to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors' rights generally; (e) There the execution and delivery of this Agreement and the consummation by the Debtor of the other transactions contemplated by this Agreement do not and will not conflict with or result in a breach by the Debtor of any of the terms or provisions of, or constitute a default under (i) the Certificate of Incorporation or by-laws of the Debtor, each as currently in effect, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Debtor is no suit a party or proceeding at law by which it or in equity affecting any of its properties or assets are bound, or (iii) to its knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the Debtor or any of its properties which, if adversely determined, would materially impair the rights of the Debtor to carry on its business substantially as it is now being conducted or would have a materially adverse effect upon the assets, liabilitiesexcept such conflict, financial condition breach or business of the Debtor. The Debtor is default which would not have or result in a party to any document, agreement or instrument, and is not subject to any charge, order or other restriction, materially and adversely affecting its assets, liabilities, financial condition or business, except as previously disclosed to the Bank in writingMaterial Adverse Effect.
(f) Debtor has filed all federal, state and local tax returns and other reports it is required by law to file and has paid all taxes and other charges that are due and payable.
(g) Debtor is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any document, agreement or instrument to which Debtor is a party, except for minor defaults in purchase or sale orders or other agreements which neither individually nor in the aggregate have a materially adverse effect on the Debtor.
(h) Debtor has not, during the preceding five (5) years, changed its name, been a party to a merger, or used any other corporate or fictitious name except as previously described to the Bank in writing.
(i) The place where Debtor keeps its records concerning the Collateral, the Debtor's principal place of business and the Debtor's chief executive office, or if the Debtor is an individual with no place of business, its residence, is the location set forth at the beginning of this Agreement. The Collateral is now and will continue to be kept at such location and at the following additional locations until such time as the written consent of the Bank to a change in location is received: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(j) If any of the Collateral is to be attached to real estate, descriptions of said real estate have been delivered to the Bank and/or are attached to this Agreement and the name and address of each record owner is as follows: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(k) Debtor is in compliance in all material respects with all laws, ordinances, rules or regulations applicable to it, of all federal, state or local governments or any instrumentality or agency thereof, including, without limitation, the Employee Retirement Income Security Act of 1974, the United States Occupational Safety and Health Act of 1970 and all federal, state and municipal laws, ordinances, rules and regulations relating to the environment, as such may be amended.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby represents and warrants that except to the Commission as set forth in Schedule A attached hereto and made a part hereoffollows:
(a) The exact It has full power, authority and legal name of right to execute, deliver and perform this Agreement, the Debtor is stated hereinbelow. Debtor Note, and any other documents delivered in connection with the Note, this Agreement and the transactions contemplated therein, to make the debt transaction evidenced by the Note, and to pledge the Collateral pursuant to this Agreement.
(b) It is a corporation duly organized and validly corporation, existing under the laws of the State of Delaware and is in good standing under the laws of said State. Debtor Nevada and is duly qualified to do business in every state in which the nature wherever necessary to carry on its present operations. Its principal place of its business conducted or the character of its property owned in such state would require such qualificationand chief executive office are located at 000 Xxxx Xxxx Xxxxxx, X.X. Xxx 000, Xxxxxxx, XX 00000-0000.
(bc) The representative of Debtor has purporting to act on behalf of Debtor in executing this Agreement, the power to executeNote and any other documents delivered in connection with the Note, deliver and perform this Agreement and the transactions contemplated therein, is duly authorized by Debtor to borrow from take all such acts and to execute all such documents.
(d) No security agreements have been executed and delivered, and no financing statements have been filed in any jurisdiction, granting or purporting to grant a security interest in the Bank. Collateral that would give any other person any right or interest in the Collateral, or any portion thereof, except for a Subordinated Security Interest, as defined herein, and that no person has a secured interest that is or will be in any way inconsistent with the rights of the Commission herein as the first secured party or the terms of this Agreement.
(e) No consent of any other party and no consent, license, approval or authorization of, exemption by, or registration or declaration with, any governmental instrumentality, domestic or foreign other than the Commission, is required to be obtained in connection with the execution, delivery or performance of this Agreement, the Note or any other document executed and delivered in connection with the delivery of the Note or this Agreement.
(f) The execution, delivery and performance of this Agreement and the Note does not and will not violate any notesprovision of any applicable law or regulation or any order, guaranties judgment, writ, award or decree of any court, arbitrator, governmental instrumentality, domestic or foreign, or of any indenture, contract, agreement or other documents, instruments or agreements evidencing Debtor's obligations undertaking to the Bank have been duly authorized, if the which Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust party or other legal entity, will not violate the articles which purports to be binding upon Debtor or upon any of organization, certificate of incorporation, partnership agreement, declaration of trust or other or similar organizational documents or the bylaws of the Debtor, if Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entity, or any law, regulation or court order's assets, and with will not result in a default under the creation or imposition of any agreement lien, charge or indenture to which the Debtor is a party.
(c) Debtor has furnished to the Bank such tax returns, financial statements and other information about the Debtor's financial condition as the Bank shall have requested. These financial statements, tax returns encumbrance on or other information fairly present the financial condition security interest in any of the Debtor in all material respects. There has been no material adverse change in the assets, liabilities, financial condition or business assets of Debtor since the date of the last financial statements, tax returns or other information delivered to the Bank.
(d) Debtor has good and marketable title to the property and assets which are reflected on its financial statements, tax returns or other information furnished to the Bank. All of the Collateral is owned by the Debtor free and clear of all liens, pledges, security interests and mortgages, except for liens, pledges, security interests or mortgages in favor of the Bank or liens, pledges, security interests or mortgages set forth on Schedule I (d) attached hereto and incorporated herein (collectively "Permitted Liens"). No effective financing statement covering the Collateral or any proceeds thereof is on file in any public officeDebtor, except as set forth on Schedule I(d).
(e) There is no suit or proceeding at law or in equity affecting the Debtor or any of its properties which, if adversely determined, would materially impair the rights of the Debtor to carry on its business substantially as it is now being conducted or would have a materially adverse effect upon the assets, liabilities, financial condition or business of the Debtor. The Debtor is not a party to any document, agreement or instrument, and is not subject to any charge, order or other restriction, materially and adversely affecting its assets, liabilities, financial condition or business, except as previously disclosed to the Bank in writing.
(f) Debtor has filed all federal, state and local tax returns and other reports it is required contemplated by law to file and has paid all taxes and other charges that are due and payablethis Agreement.
(g) Debtor will not permit any financing statement to be filed with respect to the Collateral or any portion thereof or interest therein that would give said any other person a right to any interest in the Collateral, or any portion thereof, except that Debtor may permit a third party to file a Subordinated Security Interest, as defined herein, so long as said Subordinated Security Interest, is not in default in any way inconsistent with the performance, observance or fulfillment terms of any of the obligations, covenants or conditions contained in any document, agreement or instrument to which Debtor is a party, except for minor defaults in purchase or sale orders or other agreements which neither individually nor in the aggregate have a materially adverse effect on the Debtor.
(h) Debtor has not, during the preceding five (5) years, changed its name, been a party to a merger, or used any other corporate or fictitious name except as previously described to the Bank in writing.
(i) The place where Debtor keeps its records concerning the Collateral, the Debtor's principal place of business and the Debtor's chief executive office, or if the Debtor is an individual with no place of business, its residence, is the location set forth at the beginning of this Agreement. The Collateral is now and will continue to be kept at such location and at the following additional locations until such time as the written consent of the Bank to a change in location is received: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(j) If any of the Collateral is to be attached to real estate, descriptions of said real estate have been delivered to the Bank and/or are attached to this Agreement and the name rights of the Commission herein as the first secured party. Debtor will promptly notify Secured Party of, and address will defend the Collateral against, all claims and demands of each record owner is all persons at any time claiming the same or any interest therein that would give any other person a right or any interest in the Collateral not subordinated to the rights of the Commission herein as follows: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(k) Debtor the first secured party, or that is in compliance in all material respects any way inconsistent with all laws, ordinances, rules or regulations applicable to it, the terms of all federal, state or local governments or any instrumentality or agency thereof, including, without limitation, the Employee Retirement Income Security Act of 1974, the United States Occupational Safety and Health Act of 1970 and all federal, state and municipal laws, ordinances, rules and regulations relating to the environment, as such may be amendedthis Agreement.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby represents and warrants that except as set forth in Schedule A attached hereto and made a part hereofthat:
(a) The exact legal name of the Debtor is stated hereinbelow. Debtor is a corporation limited liability company duly organized and validly existing under the laws of the State of Delaware Delaware, is validly existing and is in good standing under the laws of said State. Debtor the State of Delaware, is duly qualified to do business and in every state good standing under the laws of the State, is not in which the nature violation of any provision of its business conducted or Organizational Documents, has the character of requisite power and authority to own its property owned in such state would require such qualification.
(b) Debtor has the power and assets, to carry on its business as now being conducted by it and to execute, deliver and perform this Agreement Mortgage and each other Project Document to borrow from the Bank. which it is or shall be a party.
(b) The execution, delivery and performance of this Agreement Mortgage and any notes, guaranties or each other documents, instruments or agreements evidencing Debtor's obligations Project Document to the Bank have been duly authorized, if which the Debtor is or shall be a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entity, party and the consummation of the transactions herein and therein contemplated will not (x) violate any provision of law, any order of any court or agency of government, or any of the articles of organization, certificate of incorporation, partnership agreement, declaration of trust or other or similar organizational documents or the bylaws Organizational Documents of the Debtor, if Debtor is a limited liability companyor any indenture, limited liability partnership, corporation, partnership, trust agreement or other legal entity, or any law, regulation or court order, and with not result in a default under any agreement or indenture instrument to which the Debtor is a partyparty or by which it or any of its property is bound or to which it or any of its property is subject, (y) be in conflict with or result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or other instrument, or (z) result in the imposition of any lien, charge or encumbrance of any nature whatsoever other than Permitted Encumbrances.
(c) Debtor has furnished There is no action or proceeding pending or, to the Bank such tax returns, financial statements and other information about best of the Debtor's financial condition as ’s knowledge, after diligent inquiry, threatened by or against the Bank shall have requested. These financial statements, tax returns Debtor by or other information fairly present before any court or administrative agency that would adversely affect the financial condition ability of the Debtor in all material respectsto perform its obligations under this Mortgage or any other Project Document to which it is or shall be a party. There has been no material adverse change in Such knowledge is based upon the assetsknowledge of Xxxxxx Xxxxxxx, liabilities, financial condition or business of Debtor since the date a Senior Vice President of the last financial statementsParent, tax returns or other information delivered to and a person employed by the BankParent with actual knowledge of the Project and of the matters set forth in this paragraph.
(d) The Debtor has good obtained all authorizations, consents and marketable title approvals of governmental bodies or agencies required to the property and assets which are reflected on its financial statements, tax returns or other information furnished to the Bank. All of the Collateral is owned be obtained by the Debtor free and clear of all liens, pledges, security interests and mortgages, except for liens, pledges, security interests or mortgages in favor as of the Bank Closing Date in connection with the execution and delivery of this Mortgage and each other Project Document to which the Debtor is a party or liens, pledges, security interests or mortgages set forth on Schedule I (d) attached hereto in connection with the performance of the obligations of the Debtor hereunder and incorporated herein (collectively "Permitted Liens"). No effective financing statement covering under each of the Collateral or any proceeds thereof is on file in any public office, except as set forth on Schedule I(d)Project Documents.
(e) There is no suit or proceeding at law or in equity affecting This Mortgage and the other Project Documents to which the Debtor or any of its properties which, if adversely determined, would materially impair is a party (x) have been duly authorized by all necessary action on the rights of the Debtor to carry on its business substantially as it is now being conducted or would have a materially adverse effect upon the assets, liabilities, financial condition or business part of the Debtor. The Debtor is not a party to any document, agreement or instrument(y) have been duly executed and delivered by the Debtor, and is not (z) constitute the legal, valid and binding obligations of the Debtor, enforceable against the Debtor in accordance with their respective terms, subject to any chargelimitations on enforceability resulting from bankruptcy, order or other restriction, materially insolvency and adversely affecting its assets, liabilities, financial condition or business, except as previously disclosed to the Bank in writingprinciples of equity.
(f) The assumption by the Debtor has filed all federal, state and local tax returns and other reports it is required by law of its obligations hereunder will result in a direct financial benefit to file and has paid all taxes and other charges that are due and payablethe Debtor.
(g) The Debtor is not in default has power to enter into and perform this Mortgage, to create, pledge and grant the mortgage, pledge, assignment and security interest in the performanceMortgaged Property as provided in this Mortgage, observance or fulfillment of any of the obligations, covenants or conditions contained in any document, agreement or instrument and to which Debtor is a party, except for minor defaults in purchase or sale orders or other agreements which neither individually nor in the aggregate have a materially adverse effect on the Debtorown its property and assets.
(h) The Debtor has not, during is vested with a good and marketable leasehold interest in the preceding five (5) years, changed its name, been a party to a merger, or used any other corporate or fictitious name except as previously described Facility pursuant to the Bank in writingGround Lease, subject to no mortgage, lien, charge, pledge, assignment, security interest, conditional sale agreement or encumbrance of any kind whatsoever, other than Permitted Encumbrances.
(i) The place where Debtor keeps its records concerning the Collateralis, the Debtor's principal place of business and the Debtor's chief executive office, or if the Debtor is an individual with no place of business, its residence, is the location set forth at the beginning of this Agreement. The Collateral is now and will continue to be kept at such location and at the following additional locations until such time as the written consent of the Bank Closing Date, and after giving effect to all instruments evidencing or securing the Obligations will be, in a change in location is received: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(j) If any of the Collateral is to be attached to real estate, descriptions of said real estate have been delivered to the Bank and/or are attached to this Agreement and the name and address of each record owner is as follows: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(k) Debtor is in compliance in all material respects with all laws, ordinances, rules or regulations applicable to it, of all federal, state or local governments or any instrumentality or agency thereof, including, without limitation, the Employee Retirement Income Security Act of 1974, the United States Occupational Safety and Health Act of 1970 and all federal, state and municipal laws, ordinances, rules and regulations relating to the environment, as such may be amendedsolvent condition.
Appears in 1 contract
Samples: Loan Agreement (Acadia Realty Trust)
REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby represents warrants, covenants and warrants that except as set forth in Schedule A attached hereto and made a part hereofagrees that:
(a) 4.1 The exact legal name of the Debtor is stated hereinbelow. Debtor is a corporation limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing under the laws of said State. Debtor is qualified to do business in every state in which the nature of its business conducted or the character of its property owned in such state would require such qualificationDelaware.
(b) 4.2 The Debtor has the corporate power to execute, deliver and perform carry out this Security Agreement and to borrow from incur the Bank. The Obligations, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Security Agreement and the incurring of the Obligations.
4.3 The execution and delivery of this Security Agreement and compliance by the Debtor with any notesof the terms and provisions hereof or of any of the other agreements or instruments referred to herein or therein, guaranties will not, on the date hereof, violate any provision of any existing law or regulation or any writ or decree of any court or governmental instrumentality or of the Certificate of Formation or Operating Agreement of the Debtor or any agreement, trust, indenture, covenant, lease, license, permit, instrument or other documents, instruments or agreements evidencing Debtor's obligations to the Bank have been duly authorized, if the Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entity, will not violate the articles of organization, certificate of incorporation, partnership agreement, declaration of trust or other or similar organizational documents or the bylaws of the Debtor, if Debtor is a limited liability company, limited liability partnership, corporation, partnership, trust or other legal entity, or any law, regulation or court order, and with not result in a default under any agreement or indenture obligation to which the Debtor is a partyparty or which is binding upon it or its assets.
(c) 4.4 The Debtor has furnished to the Bank will maintain such tax returns, financial statements and other information about the Debtor's financial condition as the Bank shall have requested. These financial statements, tax returns or other information fairly present the financial condition of the Debtor in all material respects. There has been no material adverse change in the assets, liabilities, financial condition or business of Debtor since the date of the last financial statements, tax returns or other information delivered to the Bank.
(d) Debtor has good and marketable title to the property and assets which are reflected on its financial statements, tax returns or other information furnished to the Bank. All all of the Collateral is owned as was delivered to Debtor by the Secured Party pursuant to the Asset Purchase Agreement. Debtor free and clear of all liensshall not subject the Collateral to any mortgage, pledgespledge, lease, trust, bailment, lien, security interests interest, encumbrance, charge or title retention or other security agreement or arrangement (each a "Lien" and mortgages, except for liens, pledges, security interests or mortgages in favor of the Bank or liens, pledges, security interests or mortgages set forth on Schedule I (d) attached hereto and incorporated herein (collectively "Permitted Liens"). No effective financing statement covering ) beyond those to which the Collateral was subject when it was delivered to Debtor by the Secured Party pursuant to the Asset Purchase Agreement. Without the prior written consent of Secured Party, Debtor shall not enter into any agreement with a bank or any proceeds thereof is on file in any public office, except as set forth on Schedule I(d).
other financial institution or other person (ea "Lender") There is no suit or proceeding at law or in equity affecting the Debtor or any of its properties which, if adversely determined, with respect to a financing which would materially impair the rights of require the Debtor to carry on its business substantially as it xxxxx x Xxxx to such Lender that is now being conducted prior to, or would have a materially adverse effect upon pari passu with, the assets, liabilities, financial condition or business of Lien granted hereunder to the DebtorSecured Party. ---- ----- The Debtor is not a party to will defend the Collateral against all claims and demands of all persons other than Secured Party at any document, agreement time claiming the same or instrument, and is not subject to any charge, order interest therein which interest arises on or other restriction, materially and adversely affecting its assets, liabilities, financial condition or business, except as previously disclosed to after the Bank in writingdate hereof.
(f) Debtor has filed all federal, state and local tax returns and other reports it is required by law to file and has paid all taxes and other charges that are due and payable.
(g) Debtor is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any document, agreement or instrument to which Debtor is a party, except for minor defaults in purchase or sale orders or other agreements which neither individually nor in the aggregate have a materially adverse effect on the Debtor.
(h) Debtor has not, during the preceding five (5) years, changed its name, been a party to a merger, or used any other corporate or fictitious name except as previously described to the Bank in writing.
(i) 4.5 The place where Debtor keeps its records concerning the Collateral, Collateral will be kept at the Debtor's principal place of business and the Debtor's chief executive officein Shelton, or if the Debtor is an individual with no place of business, its residence, is the location set forth at the beginning of this AgreementConnecticut. The Debtor will not remove the Collateral is now and will continue to be kept at such from said location and at the following additional locations until such time as the without written consent of the Bank Secured Party. The Debtor agrees to notify the Secured Party in advance of any change of its mailing address or principal place of business in order that a change in location is received: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------prompt refiling of any outstanding financing statements or other notices may be made, if necessary prior to the change.
(j) If any 4.6 At the request of the Collateral Secured Party, the Debtor will, now and in the future, join with the Secured Party in executing one or more financing statements pursuant to the Uniform Commercial Code in form satisfactory to the Secured Party and will pay the cost of filing and recording the same in all public offices wherever filing and/or recording is deemed by the Secured Party to be attached to real estatenecessary or desirable.
4.7 Other than the licensing or use of its software products in the ordinary course of business, descriptions the Debtor will not sell, exchange, license or otherwise dispose of said real estate the Collateral, or any interest therein, without the express written authorization of the Secured Party.
4.8 The Note and this Security Agreement securing the Note have all been duly authorized, executed and delivered by Debtor and constitute valid and legally binding obligations of Debtor enforceable against Debtor in accordance with their terms, subject to the Bank and/or are attached to this Agreement and the name and address provisions of each record owner is as follows: ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
(k) Debtor is in compliance in all material respects with all lawsany applicable bankruptcy, ordinances, rules insolvency or regulations applicable to it, of all federal, state or local governments or any instrumentality or agency thereof, including, without limitation, the Employee Retirement Income Security Act of 1974, the United States Occupational Safety and Health Act of 1970 and all federal, state and municipal laws, ordinances, rules and regulations relating to the environment, as such may be amendedother laws generally affecting creditors' rights.
Appears in 1 contract
Samples: Security Agreement (Information Management Associates Inc)
