Common use of Representations and Warranties of Grantor Clause in Contracts

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.