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:
8.1.1 That DEBTORS are duly organized, registered and validly existing pursuant to the laws of the Republic of Argentina, the United States of America and The Netherlands, as applicable, with all necessary powers and authority to carry out the relevant operations and businesses currently developed by them; and
8.1.2 That DEBTORS are not bound to apply for authorizations or approvals from any judicial or governmental authority or from any other public or private entity (including, without limitation, lessors, lenders, creditors, insurance companies, and financial institutions) as a result of this Master Agreement and/or the Guaranties; and
8.1.3 That the Agreement and the Guaranties (i) are legal acts or businesses that DEBTORS are legally authorized and qualified to perform pursuant to the relevant legal and statutory provisions governing their activity; and (ii) that they are executed pursuant to all the required internal approvals of DEBTORS, without infringing any legal, statutory, stockholders’ meeting or contractual provision, and that no further authorization is necessary; and
8.1.4 That DEBTORS and/or their Affiliates have not materially and significantly defaulted on: (i) any order, ruling, mandatory injunction, demand, decree or request from any court of justice or arbitral tribunal, or any government agency, whether national, provincial or municipal, in the Republic of Argentina, or abroad, and/or (ii) payment of any taxes, rates, liens, social security debts and/or levies, whether national, provincial or municipal, in the Republic of Argentina, or abroad; and
8.1.5 That DEBTORS have no pending lawsuit, investigation or judicial, administrative or arbitral proceeding before any court of justice, arbitral tribunal or administrative authority, whether national, provincial or municipal, in the Republic of Argentina, or abroad; or any arbitration proceeding, that may (i) adversely and materially affect their capacity to fulfill their payment obligations under the Transaction Documents; (ii) affect the validity, legality or enforceability of any of the Transaction Documents; and/or (iii) have a Material Adverse Effect on the business, financial or any other condition, or the result of their operations; and
8.1.6 That the execution and delivery of, and/or compliance with the Tran...
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...
Representations and Warranties of Debtors. 3.1 Subject to entry of the Approval Order; (a) the Debtors have the legal capacity, power and authority to perform the transactions contemplated by this Agreement, and (b) the execution, delivery and performance of this Agreement will not violate any agreement to which the Debtors are a party, nor will it violate any provision of law, ordinance or regulation to which they are subject.
3.2 All of their representations and warranties will be true and correct as of the Closing Date.
3.3 The Debtors will not transfer, sell, assign or convey any of their Claims against any Xxxxxx Released Party or any Monarch/Lyric Released Party prior to the Closing Date, and they will not acquire any other Claims against any Xxxxxx Released Party or Monarch/Lyric Released Party.
3.4 The Debtors believe that entry into and performance of this Agreement represents a sound exercise of their business judgment, and is in the best interests of the Debtors, their estates and their Creditors.
Representations and Warranties of Debtors. The Debtors represent and warrant, and so long as the Judgment remains unpaid shall be deemed continuously to represent and warrant, that:
(a) The Debtors are the owners of the Collateral free of all security interests or other encumbrances except for the security interest in favor of Secured Party,
(b) This Security Agreement is being executed on behalf of Debtors by one or more properly authorized officers and all necessary actions have been taken by Debtors to authorize such execution.
(c) The Debtors are engaged in business operations which are carried on at the following address: 000 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx 00000.
Representations and Warranties of Debtors. Section 3.3 of the Agreement is amended to delete references to "Monarch/Lyric Released Party".
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. Debtors represent and warrant, and so long as any Indebtedness remains unpaid, shall be deemed continuously to represent and warrant, that:
(a) Debtors have good and indefeasible title to the Collateral free of all security interests or other encumbrances, except the Security Interest, the Senior Secured Interest (as hereinafter defined) and any Permitted Liens. For purposes of this Security Agreement, "Permitted Liens" shall mean (i) any liens securing Additional Senior Secured Debt (as hereinafter defined) (ii) liens for unpaid taxes that either (A) are not yet delinquent or (B) do not constitute an Event of Default hereunder and are the subject of Debtors' good faith protest, (iii) liens set forth on Schedule 4(a), (iv) purchase money liens or the interests of lessors under capital leases to the extent that such liens or interests secure purchase money indebtedness so long as the lien attaches only to the assets purchased or acquired and the proceeds thereof, (v) liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of business of each Debtor and not in connection with the borrowing of money, and which liens either (A) are for sums not yet due and payable, or (B) are the subject of Debtors' good faith protests, (vi) liens arising from deposits made in connection with obtaining worker's compensation or other unemployment insurance, (vii) liens or deposits to secure performance of bids, tenders, or leases, incurred in the ordinary course of business of each Debtor and not in connection with the borrowing of money, (viii) liens arising by reason of security for surety or appeal bonds in the ordinary course of business of each Debtor, (ix) liens resulting from any judgment or award that would not have a material adverse effect on the operation of Debtors' business and as to which the time for appeal or petition for rehearing of which has not yet expired, or in respect of which Debtors are in good faith prosecuting an appeal or proceeding for a review, and in respect of which a stay of execution pending such appeal or proceeding for review has been secured, (x) liens with respect to the Naugatuck Property (as hereinafter defined) that are exceptions to the commitments for title insurance issued in connection with the New Naugatuck Mortgage (xi) with respect to any real property constituting Collateral, easements, rights of way, zoning and similar covena...
Representations and Warranties of Debtors. Each Debtor hereby represents and warrants to, and covenants and agrees with the Agent that:
Representations and Warranties of Debtors. Except for "Permitted ----------------------------------------- Encumbrances" as hereafter defined, each Debtor repre-sents and warrants to the Secured Party that the Collate-ral is free and clear of all security interests, restrictions, liens and encumbrances, except the security interests herein granted or permitted, and those described in Section 3.10 of the Investment Agreement that such Debtor has the full right and power to transfer the Collateral to the Secured Party under this Security Agree-ment and to enter into this Security Agreement and carry out its terms, and that each Debtor is, or at the time each item of Collateral comes into existence will be, the true and lawful owner of, and has, or at the time it comes into existence will have, good and clear title thereto subject only to the Secured Party's security interests and Permitted Encumbrances. Each Debtor further represents and warrants that (i) all Collateral is located as set forth on Exhibit A, and (ii) its principal place of business is located in the State of Colorado.
Representations and Warranties of Debtors. (a) Principal Residence/Principal Place of Business and Chief Executive Office. The principal place of business and chief executive office of Debtors are 700 Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000.
