Representations and Warranties of the Debtor Sample Clauses
Representations and Warranties of the Debtor. 3.1 The Debtor represents and warrants that, and, so long as this Security Agreement remains in effect, shall be deemed to continuously represent and warrant that:
3.1.1 this Security Agreement has been authorized, executed and delivered in accordance with resolutions of the directors (and of the shareholders as applicable) of the Debtor and all other matters and things have been done and performed so as to authorize and make the execution and delivery of this Security Agreement, the creation of the security constituted hereby and the performance of the Debtor's obligations hereunder, legal, valid and binding;
3.1.2 the Collateral is genuine and is owned by the Debtor free of all security interests, mortgages, liens, claims, charges and other encumbrances (herein collectively called "Encumbrances"), save for the security constituted by this Security Agreement, those Encumbrances shown on the Encumbrance Schedule and those Encumbrances approved in writing by the Holder;
3.1.3 the Debtor has good and lawful authority to create the security in the Collateral constituted by this Security Agreement;
3.1.4 each Debt, Chattel Paper and Instrument included in Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the "Account Debtor"), and the amount represented by the Debtor to the Holder from time to time as owing by each Account Debtor or by all Account Debtors will be the correct amount actually and unconditionally owing by such Account Debtor or Account Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defense, set off, claim or counterclaim against the Debtor which can be asserted against the Holder, whether in any proceeding to enforce the Collateral or otherwise; and
3.1.5 with respect to Goods (including Inventory) comprised in the Collateral, the locations specified in the Location Schedule are accurate and complete (save for Goods in transit to such locations and Inventory on lease or consignment) and all fixtures or Goods about to become fixtures which form part of the Collateral will be situate at one of the locations specified in the Location Schedule.
Representations and Warranties of the Debtor. The Debtor hereby represents and warrants to the Holder as follows:
Representations and Warranties of the Debtor. The Debtor represents and warrants, and as long as this Agreement remains in effect shall be deemed to continuously represent and warrant, that:
(a) the Debtor has not previously carried on business and does not currently carry on business under any name other than the name set forth in Section 37(f);
(b) the Collateral is legally and beneficially owned by the Debtor free of all security interests except for the Security Interest and the Permitted Liens;
(c) the description of the Specifically Described Collateral, whether contained herein or provided elsewhere by the Debtor to the Secured Party, is complete and accurate and all serial numbers affixed or ascribed to any of the Collateral have been provided to the Secured Party;
(d) each Chattel Paper, Intangible and Instrument constituting Collateral is enforceable in accordance with its terms (subject to applicable bankruptcy and insolvency laws and general principles of law and equity) against the party obligated to pay the same ("Account Debtor"), the amount represented by the Debtor to the Secured Party from time to time as owing by each Account Debtor shall be the correct amount owing unconditionally by such Account Debtor;
(e) the locations specified in the attached Schedule "B" as to business operations and records are accurate and complete and, except for Goods in transit to such locations and Inventory on lease or consignment, all Collateral shall be situate at one of such locations; and
(f) all financial statements, certificates and other information concerning the Debtor's financial condition or otherwise from time to time furnished by the Debtor to the Secured Party are and shall be in all respects complete, correct and fair representations of the affairs of the Debtor stated in accordance with generally accepted accounting principles applied on a consistent basis.
Representations and Warranties of the Debtor. The Debtor represents and warrants to the Vendors as follows:
(a) The Debtor now owns or will own the Collateral, as the case may be, free and clear of any prior lien, security interest or encumbrance save and except for the security interest granted hereby and for those encumbrances as shown in Schedule "B" which have been validly perfected ("Permitted Encumbrances");
(b) This Security Agreement has been properly authorized and constitutes a legally valid and binding obligation of the Debtor;
(c) The authorization, creation, execution and delivery of this Security Agreement and compliance with its terms
(i) does not and shall not contravene any applicable law, regulation, rule, order, judgment or injunction or the charter documents, by-laws or any unanimous shareholders' agreement of the Debtor; and
(ii) does not and shall not result in a breach of or a default under any indenture, instrument, lease, agreement or undertaking to which the Debtor is a party or by which it or the Collateral is or may become bound.
Representations and Warranties of the Debtor. The Debtor represents and warrants to the Collateral Agent and the Secured Parties that:
Representations and Warranties of the Debtor. The Debtor represents and warrants to the Supporting Parties that, as of the date hereof:
i. It has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its obligations under, this Agreement.
ii. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action on its part.
iii. Subject to the provisions of sections 1125 and 1126 of the Bankruptcy Code, and except as set forth herein, this Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.
Representations and Warranties of the Debtor. The Debtor hereby represents and warrants as follows:
(a) The Debtor is not in default under any indenture, mortgage, deed of trust, agreement or other instrument to which it is a party or by which it may be bound. Neither the execution nor the delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof; will violate any law or regulation, or any order or decree of any court or governmental authority, or will conflict with, or result in the breach of; or constitute a default under, any indenture, mortgage, deed of trust, agreement or other instrument to which the Debtor is a party or by which the Debtor may be bound, or result in the creation or imposition of any lien, claim or encumbrance upon any property of Debtor.
(b) The Debtor has the power to execute, deliver and perform the provisions of this agreement and all instruments and documents delivered or to be delivered pursuant hereto, and has taken or caused to be taken all necessary or appropriate actions to authorize the execution, delivery and performance of this Agreement and all such instruments and documents.
(c) The Debtor is the legal and equitable owner of the Collateral, subject to the interest therein granted to the holders of the Prior Liens and the Secured Party. The ownership by the Debtor of the Collateral is free and clear of all security interests, liens, claims and encumbrances of every kind and nature, except as otherwise disclosed herein and in the schedule to the Securities Purchase Agreement of even date herewith. The Debtor has taken all actions necessary under the UCC to perfect its interest in any accounts purchased by it or in which it otherwise has an interest, as against its assignors or creditors or its assigns.
(d) No default exists, and no event which with notice or the passage of time or both, would constitute a default under the Collateral by any part thereto, and there are no offsets, claims or defenses against the obligations evidenced by the Collateral.
(e) The Security Interest constitutes a valid and, upon delivery of documents necessary to perfect the Secured Party?s security interest in the Collateral, a perfected security interest in the Collateral for payment and performance of the Secured Obligations, in each case prior to all other liens and rights of others, with the exception of the Prior Liens and the rights of the holders of the Prior Liens.
(f) That no financing statement covering th...
Representations and Warranties of the Debtor. As a further -------------------------------------------- inducement to the Lender to execute and deliver this Agreement and to make the Loan available to the Debtor, the Debtor, except as otherwise set forth in the Disclosure Statement attached hereto as Exhibit B, hereby represents and warrants to, and makes the following agreements with the Lender as follows:
Representations and Warranties of the Debtor. The Debtor hereby represents and warrants as follows:
1. This Note and Security Agreement and the Lease have each been duly authorized, executed and delivered by the Debtor and each constitutes a legal, valid and binding agreement and obligation of the Debtor, enforceable according to its terms, except as such enforcement may be limited by bankruptcy, reorganization, moratorium, insolvency or similar laws affecting creditors' rights generally or by equitable remedies in the discretion of the courts, and the Lease, and, if and when delivered, the Lessee's Notice, Acknowledgment and Lessee Indemnification referred to in Section 9(ii) hereof constitute the entire agreement between the Debtor an the Lessee pertaining to the leasing of the Equipment by the Debtor to the Lessee except that Section 3(a)(ii) of the Lease is no longer in effect.
2. The execution and delivery of this Note and Security Agreement and the Lease and consummation of the transactions contemplated herein or in the Lease and the fulfillment of and compliance with the terms and provisions hereof or of the Lease (i) do not result in a breach of any of the terms, conditions or provisions of its Amended and Restated Declaration of Trust or any bond, debenture, note, mortgage, indenture, credit agreement or other instrument to which the Debtor is a party or by which it or its property may be bound, and will not constitute (with the giving of notice or tie passage o time or both) a default thereunder, or result in the creation or imposition of any lien, charge, security interest or other encumbrance of any nature whatsoever upon the Collateral pursuant to the terms of any such agreement or instrument or otherwise or (ii) will not, in any material respect, contravene any law, rule, regulation or order of the United States or any state thereof or any other governmental authority which is in existence on the date hereof and which is applicable to the Debtor.
3. Neither the execution and delivery by the Debtor of this Note and Security Agreement or the Lease, nor the performance thereof by the Debtor requires the authorization, consent or approval of, or the giving of notice to, or the registration with, any governmental authority.
4. The Debtor is a corporation duly organized and validly existing under the laws of the State of Delaware and has the power and authority to execute, deliver and to perform its obligations under this Note and Security Agreement, the Lease and the Assignment and is duly qu...
Representations and Warranties of the Debtor. The Debtor represents and warrants that:
(a) as of the Agreement Effective Date, it has no actual knowledge of any event that, due to any fiduciary or similar duty to any other person or entity, would prevent it from taking any action required of it under this Agreement;
(b) it incorporates by reference and hereby makes the representations and warranties contained in the form of SPA and all related documents, as of the Agreement Effective Date;
(c) it is not aware of any outstanding Liabilities against it or obligation owed by it other than any outstanding Liabilities identified in the draft schedules of assets and liabilities and statement of financial affairs to be distributed to 210 prior to the Petition Date. “Liabilities” shall mean any liability, indebtedness or obligation of any kind (whether known, unknown, accrued, absolute, contingent, matured, unmatured or otherwise, and whether or not required to be recorded or reflected on a balance sheet under generally accepted accounting principles in the U.S.);