Representations and Warranties of Debtors. In order to induce LENDER to enter into the Master Agreement, DEBTORS represent and warrant the following as of the date hereof and until termination of this Master Agreement:
Representations and Warranties of Debtors. Debtors represent and warrant, and so long as any Indebtedness remains unpaid, shall be deemed continuously to represent and warrant, that:
Representations and Warranties of Debtors. Eldex-Xxxxxxx xxxresents and warrants to the other Parties that (a) it is a corporation duly organized, validly existing, and in good standing under the laws of the state of Ohio and (b) entry of the order of the Bankruptcy Court confirming the Plan under section 1129 of the Bankruptcy Code (the "Confirmation Order") authorizes Eldex-Xxxxxxx'x xxxcution and delivery of this Agreement and authorizes Eldex-Xxxxxxx xx perform its obligations under this Agreement.
Representations and Warranties of Debtors. To induce Lender to execute and deliver this Agreement, Debtors represent and warrant that:
Representations and Warranties of Debtors. 3.1 Section 3.3 of the Agreement is amended to delete references to "Monarch/Lyric Released Party".
Representations and Warranties of Debtors. Each Debtor hereby represents and warrants to, and covenants and agrees with the Lender that:
Representations and Warranties of Debtors. Each Debtor hereby:
Representations and Warranties of Debtors. 21 6.1 Due Incorporation, Etc................................................................. 21 ---------------------- 6.2 Subsidiaries........................................................................... 22 ------------ 6.3 Authorization, No Conflicts, Etc....................................................... 22 -------------------------------- 6.4 Consents and Approvals................................................................. 23 ---------------------- 6.5 Absence of Violations.................................................................. 23 --------------------- 6.6 Licenses and Permits................................................................... 24 -------------------- 6.7 Inventories............................................................................ 24 ----------- 6.8 Insurance.............................................................................. 25 --------- 6.9 Assets................................................................................. 25 ------ 6.10 Real Properties........................................................................ 26 --------------- 6.11 Tangible Personal Property............................................................. 26 -------------------------- 6.12 [Intentionally omitted]................................................................ 27 6.13 Disclosure............................................................................. 27 ---------- TABLE OF CONTENTS 6.14 Closing Date........................................................................... 27 ------------ ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF PURCHASER............................................ 27 7.1
Representations and Warranties of Debtors. The Company and Parent hereby represent and warrant to Purchaser as follows:
Representations and Warranties of Debtors. Each Debtor represents and warrants to Secured Party that: (a) such Debtor’s legal name is exactly as set forth on the first page of this Agreement (or in the case of any Debtor other than InterCloud on the signature pages hereto), and such Debtor is duly organized and registered under the laws of the State of its organization; (b) such Debtor has not transacted business at any time during the immediately preceding five-year period and does not currently transact business, under any other legal names or trade names other than the prior legal names or trade names (if any) set forth on Schedule A hereto; (c) such Debtor has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (d) such Debtor has good title to all of the personal property maintained as being owned by it, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (e) such Debtor has the right to grant a security interest in that portion of the Collateral (including all Proceeds) in which it has an interest; (f) all Collateral (including all Proceeds) is genuine, free from Liens, adverse claims, setoffs, default, prepayment, defenses and conditions precedent of any kind or character, other than Permitted Liens of the type described in Section 7.01(a) through Section 7.01(n) of the Loan Agreement (herein, “Permitted Liens”), and claims or defenses arising in the ordinary course of business; (g) where the Collateral consists of rights to payment, all such rights to payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, and to Debtors’ knowledge all Persons appearing to be obligated thereon have authority and capacity to contract and are bound as they appear to be; (h) where the Collateral consists of equipment, such Debtor is not in the business of selling goods of the kind included within such Collateral, and such Debtor acknowledges that no sale of such Collateral, including any such Collateral which such Debtor may deem to be surplus, has been or shall be consented to or acquiesced in by Secured Party, except as specifically set forth in writing by Secured Party or as permitted under the Loan Docum...
