Common use of Representations and Warranties of Debtors Clause in Contracts

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 Documents; (i) all statements of fact contained herein are true and complete in all material respects; and (j) no financing statement under the UCC covering any of the Collateral, and naming any secured party other than Secured Party, is on file in any public office.

Representations and Warranties of Debtors. Each Debtor represents To induce Lender to execute and warrants to Secured Party deliver this Agreement, Debtors represent and warrant that: : (a) such Debtor’s legal name is exactly as set forth on the first page The execution, delivery and performance by Debtors of this Agreement and all documents and instruments delivered in connection herewith and the Post-Petition Credit Agreement and all other Financing Agreements have been duly authorized, executed and delivered, and this Agreement and all documents and instruments delivered in connection herewith and the Post-Petition Credit Agreement and all other Financing Agreements are legal, valid and binding obligations of Debtors that are a party thereto, enforceable against the Debtors in accordance with its respective terms, except as the enforcement thereof may be subject to (or in i) the case effect of any Debtor other than InterCloud on the signature pages heretoapplicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law), and such Debtor is duly organized and registered under the laws of the State of its organization; ; (b) such Debtor No Default or Event of Default has not transacted business at any time during occurred and is continuing and each of the immediately preceding five-year period representations 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 warranties contained in the ordinary conduct of its business, except for such defects in title as could not, individually or in Post-Petition Credit Agreement and 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) other Financing Agreements is genuine, free from Liens, adverse claims, setoffs, default, prepayment, defenses true 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 correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Financing Agreements are hereby reaffirmed with all applicable laws concerning form, content the same force and manner effect as if each were separately stated herein and made as of preparation and the date hereof; (c) Neither the execution, delivery and to Debtors’ knowledge performance of this Agreement and all Persons appearing to be obligated thereon have authority documents and capacity to contract and are bound as they appear to be; (h) where instruments delivered in connection herewith nor the Collateral consists of equipment, such Debtor is not in the business of selling goods consummation 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 transactions contemplated hereby or thereby does or shall be consented to contravene, result in a breach of, or acquiesced in by Secured Party, except as specifically set forth in writing by Secured Party or as permitted under the Loan Documents; violate (i) all statements any provision of fact contained herein are true and complete in all material respects; and (j) no financing statement under the UCC covering any of the CollateralDebtors' governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Debtor is a party or by which any Debtor or any of its property is bound; (d) Lender's security interests in the Collateral and the Congress DIP Collateral (as defined in the Financing Order) continue to be valid, binding, and naming enforceable first-priority security interests which secure the Obligations (subject only to encumbrances permitted by Section 9.8 of the Post-Petition Credit Agreement and ordering paragraph 6 of the Financing Order); and (e) No Debtor has made or agreed to make at any secured party time any payment to any other than Secured PartyPerson on account of the transactions contemplated by this Agreement or any other agreements related thereto or required to be executed and delivered thereby, is on file including, but not limited to, any holders of the Subordinated Indebtedness. No Debtor nor any Affiliate thereof has any obligation to any Person in respect of any public officefinder's or brokerage fees in connection with this Agreement or any other agreements related thereto or required to be executed and delivered thereby.

Representations and Warranties of Debtors. Each Debtor represents To induce Lender to execute and warrants to Secured Party deliver this Agreement, Debtors represent and warrant that: : (a) such Debtor’s legal name is exactly as set forth on the first page The execution, delivery and performance by Debtors of this Agreement (or and all documents and instruments delivered in connection herewith and the case of any Debtor Post-Petition Credit Agreement and all other than InterCloud on the signature pages hereto)Financing Agreements have been duly authorized, executed and delivered, and this Agreement and all documents and instruments delivered in connection herewith and the Post-Petition Credit Agreement and all other Financing Agreements are legal, valid and binding obligations of Debtors that are a party thereto, enforceable against the Debtors in accordance with its respective terms, except as the enforcement thereof may be subject to general principles of equity (regardless of whether such Debtor enforcement is duly organized and registered under the laws of the State of its organization; sought in a proceeding in equity or at law); (b) such Debtor No Default or Event of Default has not transacted business at any time during occurred and is continuing and each of the immediately preceding five-year period representations 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 warranties contained in the ordinary conduct of its business, except for such defects in title as could not, individually or in Post-Petition Credit Agreement and 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) other Financing Agreements is genuine, free from Liens, adverse claims, setoffs, default, prepayment, defenses true 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 correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Financing Agreements are hereby reaffirmed with all applicable laws concerning form, content the same force and manner effect as if each were separately stated herein and made as of preparation and the date hereof; (c) Neither the execution, delivery and to Debtors’ knowledge performance of this Agreement and all Persons appearing to be obligated thereon have authority documents and capacity to contract and are bound as they appear to be; (h) where instruments delivered in connection herewith nor the Collateral consists of equipment, such Debtor is not in the business of selling goods consummation 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 transactions contemplated hereby or thereby does or shall be consented to contravene, result in a breach of, or acquiesced in by Secured Party, except as specifically set forth in writing by Secured Party or as permitted under the Loan Documents; violate (i) all statements any provision of fact contained herein are true and complete in all material respects; and (j) no financing statement under the UCC covering any of the CollateralDebtors' governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Debtor is a party or by which any Debtor or any of its property is bound; (d) Lender's security interests in the Collateral and the Congress DIP Collateral (as defined in the Financing Order) continue to be valid, binding, and naming enforceable first-priority security interests which secure the Obligations (subject only to encumbrances permitted by Section 9.8 of the Post-Petition Credit Agreement and ordering paragraph 6 of the Financing Order); and (e) No Debtor has made or agreed to make at any secured party time any payment to any other than Secured PartyPerson on account of the transactions contemplated by this Agreement or any other agreements related thereto or required to be executed and delivered thereby, is on file including, but not limited to, any holders of the Subordinated Indebtedness. No Debtor nor any Affiliate thereof has any obligation to any Person in respect of any public officefinder's or brokerage fees in connection with this Agreement or any other agreements related thereto or required to be executed and delivered thereby.

Representations and Warranties of Debtors. Each Debtor represents and warrants to Secured Party that: hereby: (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), reaffirms all representations and such Debtor is duly organized and registered warranties made to Agent 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 Security Agreement 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 Loan Documents and confirms 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 are true 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 correct in all material respects with as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all applicable laws concerning formmaterial respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Security Agreement (as amended hereby), content covenants to abide thereby until all Advances, Obligations and manner other liabilities of preparation Borrowers to Agent and executionLenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Loan Documents; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and to Debtors’ knowledge all Persons appearing to be obligated thereon have authority that the officers executing this Amendment on its behalf were similarly authorized 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 Collateralempowered, and such Debtor acknowledges that no sale this Amendment does not contravene any provisions of such Collateralits certificate of incorporation or formation, including operating agreement, bylaws, or other formation documents, as applicable, or of any such Collateral contract or agreement to which such Debtor may deem to be surplusit is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, has been or shall be consented to or acquiesced instruments, documents, and agreements executed and delivered in by Secured Partyconnection herewith, are valid, binding and enforceable in accordance with their respective terms, except as specifically set forth in writing such enforceability may be limited by Secured Party any applicable bankruptcy, insolvency, moratorium or as permitted under the Loan Documents; (i) all statements of fact contained herein are true and complete in all material respects; and (j) no financing statement under the UCC covering any of the Collateral, and naming any secured party other than Secured Party, is on file in any public officesimilar laws affecting creditors’ rights generally.