Common use of Representations and Warranties of Grantor Clause in Contracts

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 located only at, or in-transit between or to, the locations identified on Schedule A.

Representations and Warranties of Grantor. Each Grantor represents and warrants to Lender that: (a) Grantor’s '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 AA to the Information Certificate, and all of Grantor’s 's organizational documents or agreements delivered to Lender are complete and accurate in every respect; (b) Grantor has legal title to and either Grantor or Lender has possession or control of its the 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 and, where applicable, 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 GrantorGrantor as of the date hereof; (k) Schedule A provides a complete and correct list as of the date hereof 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 GrantorGrantor as of the date hereof, including, with respect to each bank, securities intermediary or commodity intermediary: (ia) the name and address of such entity, and (iib) the account numbers of the Deposit Accounts, Securities Accounts or Commodity Accounts maintained with such entity; and; (m) Except as set forth on Schedule A, as of the date hereof, the Inventory and Equipment of Grantor are not stored with a bailee, warehouseman, processor or similar party and are located only at, or in-transit between or to, the locations identified on Schedule A.A; (n) Each Account that is identified as an Eligible Account in a borrowing base certificate or daily collateral report submitted to Lender is (i) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of Grantor’s business, (ii) owed to Grantor, and (iii) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Accounts in the Credit Agreement; and (o) Each item of Inventory that is identified as Eligible Inventory in a borrowing base certificate or daily collateral report submitted to Lender, is (i) of good and merchantable quality, free from known defects, and (ii) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Inventory in the Credit Agreement.

Representations and Warranties of Grantor. Each Grantor represents and warrants to Lender that: (a) Grantor’s '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 '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 the 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 and, where applicable, 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 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: (ia) the name and address of such entity, and (iib) the account numbers of the Deposit Accounts, Securities Accounts or Commodity Accounts maintained with such entity; and; (m) the The Inventory and Equipment of Grantor are not stored with a bailee, warehouseman, processor or similar party and are located only at, or in-transit between or to, the locations identified on Schedule A.A; (n) Each Account that is identified as an Eligible Account in a borrowing base certificate or daily collateral report submitted to Lender is (i) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of Grantor's business, (ii) owed to Grantor, and (iii) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Accounts in the Credit Agreement; and (o) Each item of Inventory that is identified as Eligible Inventory in a borrowing base certificate or daily collateral report submitted to Lender, is (i) of good and merchantable quality, free from known defects, and (ii) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Inventory in the Credit Agreement. (p) Schedule A lists all motor vehicles, Equipment and other Collateral are evidenced by certificates of title.

Representations and Warranties of Grantor. Each 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 respectall material respects; (b) Grantor has legal title to and has possession or control of its the 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 and, where applicable, 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: (ia) the name and address of such entity, and (iib) the account numbers of the Deposit Accounts, Securities Accounts or Commodity Accounts maintained with such entity; and; (m) the The Inventory and Equipment of Grantor are not stored with a bailee, warehouseman, processor or similar party and are located only at, or in-transit between or to, the locations identified on Schedule A.A; (n) Each Account that is identified as an Eligible Account in a borrowing base certificate or daily collateral report submitted to Lender is (i) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of Grantor’s business, (ii) owed to Grantor, and (iii) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Accounts in the Credit Agreement; and (o) Each item of Inventory that is identified as Eligible Inventory in a borrowing base certificate or daily collateral report submitted to Lender, is (i) of good and merchantable quality, free from known defects, and (ii) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Inventory in the Credit Agreement.