Representations and Warranties of Grantors. Grantors hereby represent and warrant to Lender as follows on the date hereof: (a) Schedule I and Schedule II are true, correct and complete in all respects; (b) The Ownership Interests constitute the percentage of issued and outstanding Ownership Interests of each Company set forth on Schedule I; (c) Grantors have good and marketable title to the Collateral; (d) Grantors are the sole owners of all of the Collateral, free and clear of all security interests; (e) Grantors have not heretofore transferred, pledged, assigned or otherwise encumbered any of its rights in or to the Collateral; (f) Grantors are not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement; (g) No action has been brought that might prohibit or interfere with the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement; (h) Grantors have full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any agreement to which a Grantor is a party or any law, order, ordinance, rule, or regulation to which a Grantor is subject or by which it is bound and do not constitute a default under any agreement or instrument binding upon a Grantor; and (i) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of Grantors and is fully enforceable against Grantors in accordance with its terms.
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Representations and Warranties of Grantors. Grantors hereby represent Each Grantor represents and warrant warrants to Lender as follows on the date hereofthat:
(a) such 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 I A, and Schedule II all of such Grantor’s organizational documents or agreements delivered to Lender are true, correct complete and complete accurate in all respectsevery respect;
(b) The Ownership Interests constitute the percentage such Grantor has legal title to and has possession or control of issued and outstanding Ownership Interests of each Company set forth on Schedule Iits Collateral;
(c) Grantors have good and marketable title such Grantor has the exclusive right to the grant a security interest in its Collateral;
(d) Grantors are the sole owners of all of the CollateralCollateral is genuine, free from Liens, adverse claims, setoffs, default, prepayment, defenses and clear conditions precedent of all security interestsany kind or character, except the Security Interest created by this Agreement and Permitted Liens;
(e) Grantors have not heretofore transferred, pledged, assigned or otherwise encumbered any of its rights all statements contained in or to this Agreement and each other Loan Document regarding the CollateralCollateral are true and complete in all material respects;
(f) Grantors are not prohibited under no financing statement covering any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreementsCollateral, and liabilities contained naming any secured party other than Lender and holders of Permitted Liens, is on file in this Agreementany public office;
(g) No action has been brought that might prohibit or interfere with the execution all Persons appearing to be obligated on Collateral have authority and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, capacity to contract and liabilities contained in this Agreementare bound as they appear to be;
(h) Grantors have full power all property subject to Chattel Paper has been properly registered and authority filed in compliance with law and to execute perfect the interest of such Grantor in such property;
(i) all Accounts and deliver this Agreementother 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 such Grantor;
(k) Schedule A provides a complete and correct list of: (i) all registered copyrights and copyright applications owned by such Grantor, (ii) all intellectual property licenses entered into by such Grantor; (iii) all registered patents and patent applications owned by such Grantor; and (iv) all registered trademarks and trademark applications owned by such Grantor;
(l) Schedule A contains a listing of all of Deposit Accounts, Securities Accounts and Commodity Accounts of such Grantor, including, with respect to each bank, securities intermediary or commodity intermediary: (i) the name and address of such entity, and (ii) the execution account numbers of the Deposit Accounts, Securities Accounts or Commodity Accounts maintained with such entity;
(m) the Inventory and delivery Equipment of this Agreement do such Grantor are not conflict stored with any agreement to which a Grantor is a bailee, warehouseman, processor or similar party or any law, order, ordinance, ruleand are located only at, or regulation to which a Grantor is subject in-transit between or by which it is bound and do not constitute a default under any agreement or instrument binding upon a Grantorto, the locations identified on Schedule A; and
(n) each Account that is identified as an Eligible Account in a borrowing base certificate or daily collateral report submitted to Lender is (i) This Agreement has been properly executed and delivered and constitutes the valid and legally binding a bona fide existing payment obligation of Grantors the applicable Account Debtor created by the sale and is fully enforceable against Grantors delivery of Inventory or the rendition of services to such Account Debtor in accordance with its termsthe ordinary course of such Grantor’s business, (ii) owed to such 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.
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Representations and Warranties of Grantors. Grantors hereby represent Each Grantor represents and warrant warrants to Lender as follows on the date hereofthat:
(a) Such 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 I A, and Schedule II all of Such Grantor's organizational documents or agreements delivered to Lender are true, correct complete and complete accurate in all respectsevery respect;
(b) The Ownership Interests constitute Such Grantor has legal title to and has possession or control of the percentage of issued and outstanding Ownership Interests of each Company set forth on Schedule ICollateral;
(c) Grantors have good and marketable title Such Grantor has the exclusive right to grant a security interest in the Collateral;
(d) Grantors are the sole owners of all of the CollateralCollateral is genuine, free from Liens, adverse claims, setoffs, default, prepayment, defenses and clear conditions precedent of all security interestsany kind or character, except the Security Interest created by this Agreement and Permitted Liens;
(e) Grantors have not heretofore transferredall statements contained in this Agreement and, pledgedwhere applicable, assigned or otherwise encumbered any of its rights regarding the Collateral are true and complete in or to the Collateralall material respects;
(f) Grantors are not prohibited under no financing statement covering any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreementsCollateral, and liabilities contained naming any secured party other than Lender and holders of Permitted Liens, is on file in this Agreementany public office;
(g) No action has been brought that might prohibit or interfere with the execution all Persons appearing to be obligated on Collateral have authority and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, capacity to contract and liabilities contained in this Agreementare bound as they appear to be;
(h) Grantors have full power all property subject to Chattel Paper has been properly registered and authority filed in compliance with law and to execute perfect the interest of Such Grantor in such property;
(i) all Accounts and deliver this Agreementother rights to payment comply with all applicable laws concerning form, content and the execution manner of preparation and delivery of this Agreement do not conflict with execution, including where applicable Federal Reserve Regulation Z and any agreement to which state consumer credit laws;
(j) Schedule A lists all real property owned or leased by Such Grantor;
(k) Schedule A provides a Grantor is a party or complete and correct list of: (i) all registered copyrights and copyright applications owned by Such Grantor, (ii) all intellectual property licenses entered into by Such Grantor; (iii) all registered patents and patent applications owned by any law, order, ordinance, rule, or regulation to which a Grantor is subject or by which it is bound and do not constitute a default under any agreement or instrument binding upon a Grantor; and
(iv) all registered trademarks and trademark applications owned by any Grantor;
(l) Schedule A contains a listing of all of Deposit Accounts of each Grantor, including, with respect to each bank, securities intermediary or commodity intermediary: (a) the name and address of such entity, and (b) the account numbers of the Deposit Accounts maintained with such entity;
(m) Except for Inventory not constituting Eligible Inventory and having an aggregate value of less than $100,000 at any time, none of the Inventory of any Grantor is 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;
(n) Each Account that is identified as an Eligible Account in a borrowing base certificate or daily collateral report submitted to Lender is (i) This Agreement has been properly executed and delivered and constitutes the valid and legally binding a bona fide existing payment obligation of Grantors 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 such Grantor’s business, (ii) owed to such 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 fully enforceable against Grantors identified as Eligible Inventory in accordance with its termsa 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.
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Representations and Warranties of Grantors. Grantors hereby represent Each Grantor represents and warrant to Lender as follows on the date hereofwarrants that:
(a) Schedule I A completely and Schedule II accurately sets forth all shares of stock, and all other equity, ownership and profit interests in which the Grantor owns any interest. The Pledged Shares have been duly authorized and validly issued, are true, correct fully paid and complete non-assessable and were not issued in all respects;breach or derogation of preemptive rights of any Person.
(b) The Ownership Interests constitute Grantor's chief executive office is located at the percentage address shown as the chief executive office on Schedule B hereto. The Grantor has no places of issued business other than its chief executive office and outstanding Ownership Interests of each Company the other locations set forth on Schedule I;B. All tangible Collateral, except instruments and stock certificates delivered to Secured Party in pledge, and all of the Grantor's records relating to any Claims owned by it are kept solely at the locations set forth in Schedules B hereto (other than (i) Inventory in transit in the ordinary course of business, (ii) Inventory temporarily held by contractors or agents in the ordinary course of business, and (iii) Inventory with an aggregate value of less than One Million Dollars ($1,000,000) held by consignees in the ordinary course of business).
(c) Grantors have good The Grantor does not do business, and marketable title to for the Collateral;previous five years has not done business, under any fictitious business names or trade names other than those listed on Schedule C hereto. 000
(dx) Grantors are Xxx Grantor at all times is (or, as to any item of Collateral acquired after the date hereof, will be) the sole owners legal and beneficial owner of all Collateral reflected on its books and records as belonging to it and has exclusive possession and control thereof (except for Inventory with an aggregate value of less than One Million Dollars ($1,000,000) in the Collateralpossession of consignees, agents or contractors) free and clear of all security interests;any Liens except those created by this Agreement or permitted under Section 5.3(a) of the Credit Agreement. No financing statement, notice of lien, mortgage, deed of trust or instrument similar in effect covering the Collateral or any portion thereof or any proceeds thereof exists or is on file in any public office, except as may have been filed in favor of Secured Party those relating to Liens permitted by the Credit Agreement.
(e) Grantors have The Collateral has not heretofore transferredbeen and will not be used or bought by the Grantor for personal, pledged, assigned family or otherwise encumbered any of its rights in or to the Collateral;household purposes.
(f) Grantors are not prohibited under All originals of all stock certificates, notes, bonds, debentures and other instruments constituting Collateral (except checks received and collected by the Grantor in the ordinary course of business) have been delivered to Secured Party with all necessary or appropriate endorsements.
(g) Except (i) as set forth in Schedule D and (ii) as to laws generally applicable to the creation, perfection or enforcement of security interests in personal property, neither the Grantor nor any agreement with of the Collateral purported to granted by it is subject to any other person requirement of law or entitycontractual obligation which prohibits, restricts or under any judgment limits the execution, delivery or decree, from the execution and delivery performance of this Agreement or the performance creation, perfection or discharge enforcement of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement;
(g) No action has been brought that might prohibit or interfere with the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement;security interest purported to be created hereby.
(h) Grantors have full power and authority to execute and deliver this Agreement, and None of the execution and delivery Collateral constitutes "margin stock," as defined in Regulation U of this Agreement do not conflict with any agreement to which a Grantor is a party or any law, order, ordinance, rule, or regulation to which a Grantor is subject or by which it is bound and do not constitute a default under any agreement or instrument binding upon a Grantor; and
(i) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation Board of Grantors and is fully enforceable against Grantors in accordance with its termsGovernors of the Federal Reserve System.
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