Representations and Warranties of Grantor. The Grantor hereby represents and warrants to the Administrative Agent and the other Secured Parties that:
Representations and Warranties of Grantor. Grantor hereby represents and warrants to the Secured Party as of the Issue Date (it being agreed by Grantor that all the representations and warranties of Grantor contained in this Agreement, or in any other Loan Document, shall be deemed remade by Grantor as of the issuance of any additional bonds of the Specific Series) that:
(a) Grantor is the sole owner of each item of the Collateral upon which it purports to grant a Security Interest hereunder, and has good and marketable title thereto, free and clear of any and all Liens.
(b) No effective security agreement, financing statement, equivalent security or lien instrument or continuation statement, financing statement or financing change statement covering all or any part of the Collateral is on file or of record in any public office, other than any such instrument included in the Loan Documents.
(c) This Agreement is effective to create in favor of the Secured Party (i) a valid and continuing Security Interest in the Collateral, (ii) upon the filing of the appropriate financing statements, a perfected Security Interest in the Collateral with respect to which a Lien may be perfected by filing pursuant to the Code, and (iii) upon the implementation of an account control agreement entered into pursuant to Section 4(b), a perfected Security Interest in the Depositary Account and the Digital Assets and Digital Currency in the Depositary Account. Upon the taking of the actions specified in clauses (ii) and (iii) above, all action by Grantor necessary or desirable to protect and perfect such Security Interest on each item of the Collateral shall have been duly taken.
(d) Grantor’s chief executive office, principal place of business, and place where it keeps its accounting records is set forth under Grantor’s name on the signature page to this Agreement.
(e) Grantor’s full legal name is as set forth in the signature page to this Agreement and, since the date of its formation, Grantor has not maintained any other name or any assumed name or trade name.
(f) Grantor is a company with limited liability, duly organized and existing and in good standing under the laws of Germany.
(g) The Loan Documents to which Grantor is a party, and all other documents, agreements and certificates required hereby or at any time hereafter delivered to the Secured Party in connection herewith or therewith, have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, ...
Representations and Warranties of Grantor. Grantor hereby represents and warrants to Lender that:
Representations and Warranties of Grantor. The Grantor jointly and severally represent and warrant to the Trustee as follows:
Representations and Warranties of Grantor. The Grantor represents and warrants to Grantee that (a) Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has the requisite corporate power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement by Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of Grantor and this Agreement has been duly executed and delivered by a duly authorized officer of Grantor and constitutes a valid and binding obligation of Grantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (
Representations and Warranties of Grantor. To induce Grantee to enter into the Current Supplement Documents and to pay the Current Purchase Price Payment, Grantor hereby represents and warrants and covenants to Grantee that:
(a) All representations and warranties made by Grantor or any other TransTexas Company in any Production Payment Document now or previously delivered are true and correct as of the Current Closing Date (unless such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties are true and correct as of such earlier date), provided that the representations and warranties confirmed in the Omnibus Certificates heretofore delivered are true and correct as such Certificates are amended and updated through the date hereof. Without limitation of the foregoing, no Senior Notes Event of Default exists.
(b) Each TransTexas Company has performed all agreements, covenants, and conditions which it is required by any Production Payment Document to perform on or prior to the Current Closing Date.
(c) The consummation on the Current Closing Date of the transactions contemplated in the Current Supplement Documents: (i) is not prohibited by any law or any regulation or order of any court or governmental agency or authority applicable to Grantor or any other TransTexas Company, and (ii) does not subject any of them to any penalty or other onerous condition under or pursuant to any such law, regulation or order.
Representations and Warranties of Grantor. Grantor represents and warrants as follows:
a. Grantor is a corporation duly organized, existing and in good standing under the laws of the Delaware, (b) has the legal power to own its property and to carry on its business as now being conducted, and (c) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to so qualify or be in good standing would not have a Material Adverse Effect;
b. Grantor is, and as to Collateral acquired by it from time to time after the date hereof Grantor will be, the owner of all Collateral free from any liens, other than liens created hereby and other than Permitted Liens;
c. This Agreement creates, for the benefit and security of Lender in respect of the Obligations, a legally valid and binding lien on, pledge of, and security interest in the Collateral and, upon the filing of a UCC Financing Statement, and any applicable filings with respect to Copyrights, Patents or Trademarks in respect of the Collateral, such lien, pledge and security interest will be perfected and will have priority over the claims of any other present and future creditors of the Company (other than Permitted Liens or liens upon such of the Collateral that must be perfected by possession or control of such Collateral); and
d. Grantor's chief executive office, principal place of business and the place where Grantor maintains its records concerning the Collateral are each presently located at the address set forth on the signature page hereof; and Grantor's Federal taxpayer identification number and Grantor's organizational identification number under the laws of the State in which Grantor, as a registered organization, was organized are as set forth on the signature page hereto.
Representations and Warranties of Grantor. Grantor represents and warrants to Lender that:
(a) Grantor’s legal name is exactly as set forth on the first page of this Agreement, its chief executive office and principal place of business are set forth on Schedule A, and all of Grantor’s organizational documents or agreements delivered to Lender are complete and accurate in every respect;
(b) Grantor has legal title to and has possession or control of its Collateral;
(c) Grantor has the exclusive right to grant a security interest in the Collateral;
(d) all Collateral is genuine, free from Liens, adverse claims, setoffs, default, prepayment, defenses and conditions precedent of any kind or character, except the Security Interest created by this Agreement and Permitted Liens;
(e) all statements contained in this Agreement and each other Loan Document regarding the Collateral are true and complete in all material respects;
(f) no financing statement covering any of the Collateral, and naming any secured party other than Lender and holders of Permitted Liens, is on file in any public office;
(g) all Persons appearing to be obligated on Collateral have authority and capacity to contract and are bound as they appear to be;
(h) all property subject to Chattel Paper has been properly registered and filed in compliance with law and to perfect the interest of Grantor in such property;
(i) all Accounts and other rights to payment comply with all applicable laws concerning form, content and manner of preparation and execution, including where applicable Federal Reserve Regulation Z and any state consumer credit laws;
(j) Schedule A lists all real property owned or leased by Grantor;
(k) Schedule A provides a complete and correct list of: (i) all registered copyrights and copyright applications owned by Grantor, (ii) all intellectual property licenses entered into by Grantor; (iii) all registered patents and patent applications owned by Grantor; and (iv) all registered trademarks and trademark applications owned by Grantor;
(l) Schedule A contains a listing of all of Deposit Accounts, Securities Accounts and Commodity Accounts of Grantor, including, with respect to each bank, securities intermediary or commodity intermediary: (i) the name and address of such entity, and (ii) the account numbers of the Deposit Accounts, Securities Accounts or Commodity Accounts maintained with such entity; and
(m) the Inventory and Equipment of Grantor are not stored with a bailee, warehouseman, processor or similar party and are ...
Representations and Warranties of Grantor. Grantor represents and warrants to Lender on the Closing Date that:
(a) It has all requisite power and authority to enter into this Agreement and to carry out its obligations under this Agreement; the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Grantor; this Agreement has been duly executed and delivered by it and is the valid and binding obligation of Grantor, enforceable against it in accordance with its terms;.
(b) With respect to an Interest Rate Cap, if applicable, Grantor has paid to the Counterparty the entire cost of the initial Interest Rate Cap.
(c) No consent of any other person or entity and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required or will be required (i) for the pledge by Grantor of the Collateral pursuant to this Agreement or any Supplemental Agreement or for the execution, delivery or performance of this Agreement or any Supplemental Agreement by Grantor (other than the consent of the Counterparty under the Interest Rate Hedge where such consent has been obtained, (ii) for the perfection or maintenance of the security interest created hereby or by any Supplemental Agreement (including the first priority nature of such security interest) other than the filing of any financing statement as may be required by the UCC, or (iii) for the execution, delivery or performance of this Agreement by Grantor; there are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.
(d) Neither the execution nor delivery of this Agreement or any Supplemental Agreement nor the performance by Grantor of its obligations under this Agreement or any Supplemental Agreement, nor the consummation of the transactions contemplated by this Agreement or any Supplemental Agreement, will (i) conflict with any provision of the organizational documents of Grantor; (ii) conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any contract, agreement, promissory note, lease, indenture, instrument or license to which Grantor is a party or by which Grantor’s assets or properties may be bound or affected; (i...
Representations and Warranties of Grantor. Grantor hereby represents and warrants to the Collateral Agent that:
