Representations and Warranties Regarding Collateral. INFOTOPIA represents, warrants and covenants to VITAQUEST that:
(a) Except as set forth on Schedule "B" annexed hereto, INFOTOPIA owns the Collateral free of all liens, security interests and claims;
(b) Except as set forth on Schedule "B" annexed hereto, INFOTOPIA has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral and the same are free from all encumbrances and rights of setoff of any kind;
(c) INFOTOPIA has good and marketable title to the Collateral and will warrant and defend the same against all claims:
(d) except for the Permitted Liens, the security interest in and lien upon the Collateral granted to VITAQUEST hereunder is a second security interest in and lien upon such Collateral;
(e) except as herein provided, INFOTOPIA will not hereafter without the prior written consent of VITAQUEST sell, pledge, encumber, assign or otherwise dispose of any of the Collateral or permit any right of setoff, lien or security interest to exist thereon except to VITAQUEST;
(f) INFOTOPIA will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein;
(g) each account and general intangible, if included in the definition of Collateral, is genuine and enforceable in accordance with its terms and INFOTOPIA will defend the same against all claims, demands, setoffs and counterclaims at any time asserted; and
(h) at the time any account or general intangible becomes subject to this Agreement, such account or general intangible will be a good and valid account representing a bona fide sale of goods or services by INFOTOPIA and such goods will have been shipped to the respective account debtors or the services will have been performed for the respective account debtors, and no such account or general intangible will be subject to any claim for credit, allowance or adjustment by any account debtor or any setoff, defense or counterclaim.
Representations and Warranties Regarding Collateral. (i) Counterparty has not (A) created or permitted to exist any Lien (as defined in this Annex A) (other than the Security Interests (as defined in this Annex A)) or any Transfer Restriction upon or with respect to the Collateral (as defined in this Annex A), (B) sold or otherwise disposed of, or granted any option with respect to, any of the Collateral or (C) entered into or consented to any agreement (other than, in the case of clause (xi), the Confirmation) (x) that restricts in any manner the rights of any present or future owner of any Collateral with respect EXECUTION thereto or (y) pursuant to which any person other than Counterparty, Dealer and any securities intermediary through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have Control (as defined in this Annex A) in respect of any Collateral.
(ii) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of (A) the Collateral or (B) any other assets of Counterparty is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(iii) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia (or, if the issuer is organized elsewhere (a “Foreign Entity”), Counterparty shall have performed its covenant under paragraph (c)(i)(A) above in respect thereof) and is and will be represented by a certificate in the name of the Depository Trust Company or its nominee, without any restrictive legend (other than a restrictive legend which can be removed upon request), and held through a securities intermediary whose securities intermediary’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States (or, if the issuer is a Foreign Entity, held as required by applicable law and Counterparty shall have performed its covenant under paragraph (c)(i)(A) above in respect thereof).
(iv) No registration, recordatio...
Representations and Warranties Regarding Collateral. Each Borrowing Request shall be deemed to constitute a representation and warranty by the Borrower on the Requested Borrowing Date set forth therein that the Agency Commitment and the Take-Out Commitment identified thereon are both in full force and effect and that all representations and warranties made or deemed made by the Borrower to the Agency or Investor thereunder are true and correct. Upon the delivery of the Borrowing Request by which such Pledged Mortgage Loan is identified, the Borrower represents and warrants with respect to each Pledged Mortgage Loan that:
(a) The Borrower (and, if the Borrower did not originate such Pledged Mortgage Loan, the originator of such Pledged Mortgage Loan) complied, and the Principal Mortgage Documents and Other Mortgage Documents relevant to such Pledged Mortgage Loan comply, in all material respects with all applicable Requirements of Law, including, without limitation, (i) any usury laws, (ii) the Real Estate Settlement Procedures Act of 1974, as amended, (iii) the Equal Credit Opportunity Act, as amended, (iv) the Federal Truth in Lending Act, as amended, (v) Regulation Z of the Board of Governors of the Federal Reserve System, as amended, and (vi) any consumer protection laws;
(b) the full Face Amount of such Pledged Mortgage Loan (less any discount points paid by or on behalf of the borrower under such Pledged Mortgage Loan) was funded to the borrower thereunder;
(c) such Pledged Mortgage Loan was underwritten in compliance with the requirements of the Agency under the Pledged Agency Commitment to which it has been Allocated and the Mortgage Backed Security to be issued or guaranteed pursuant to such Agency Commitment satisfies (or upon issuance thereof will satisfy) all requirements for purchase under the Pledged Take- Out Commitment to which it has been Allocated;
(d) the Mortgage related to such Pledged Mortgage Loan creates a perfected first-priority lien (subject only to exceptions permitted by the Agency obligated under the Agency Commitment to which such Mortgage Loan has been Allocated) on residential real property consisting of land and a one-to-four family dwelling thereon which is completed and ready for occupancy and such Mortgage, the other Principal Mortgage Documents, the title policy relevant thereto and the Other Mortgage Documents relevant thereto comply in all respects with the requirements of the Agency under the applicable Agency Commitment;
(e) such Pledged Mortgage Loan is an Eligible M...
Representations and Warranties Regarding Collateral. (a) Pursuant to the Liens created pursuant to Section 10.1 and pursuant to all of the other Security Documents (if any) (including without limitation any and all UCC financing statements being filed by Administrative Agent against any Borrower), and assuming that any such Security Document that is intended to be filed with any governmental public recording office has been so filed, Administrative Agent has been granted and has a valid and perfected first priority security interest and Lien in the Collateral, including the Personal Property (subject only to any Permitted Liens permitted under the terms of this Agreement and the other Financing Documents) securing the payment of the Obligations and such security interests and Liens are entitled to all of the rights, priorities and benefits afforded by the UCC or other applicable Laws as enacted in any relevant jurisdiction which relate to perfected security interests. All such Collateral is free and clear of any Liens other than Permitted Liens.
(b) Schedule 10.2(b) sets forth all of the addresses at which any of the Personal Property is located and/or books and records of Borrowers regarding any of the Personal Property are kept, indicating in each case which Borrower(s) have Personal Property and/or books and records located at such address, and, in the case of any such address not owned or leased by one or more of the Borrower(s) and listed on Schedules 3.17 and 3.20, indicating the nature of such location (e.g., third party warehouse, consignment location, processor location, etc.) and the name and address of the third party operating such location.
(c) Without limiting the generality of Section 3.2, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or consent of any other Person is required with respect to Borrowers for (a) the grant by each Borrower to Administrative Agent of the security interests and Liens in the Collateral, including the Personal Property, provided for under this Agreement and the other Security Documents (if any) or (b) the exercise by Administrative Agent of its rights and remedies with respect to the Collateral, including the Personal Property, provided for under this Agreement and the other Security Documents or under any applicable Law including the UCC.
(d) Each existing Account is and each hereafter arising Account will be: (i) based on an actual and bona fide sale of goods or rendition of services to the applicable Acc...
Representations and Warranties Regarding Collateral. Debtor represents and warrants, as of the date of this G|\law\lac\phc\loandoc 7/16/96 Agreement and as of each date hereafter (except for changes permitted or contemplated by this Agreement) until termination of this Agreement:
(i) The correct name of Debtor is set forth in the first paragraph o this Agreement. The chief plac e of business, chief executive office of Debtor and all Inventory and Equipment of Debtor is located at the address specified as the notice address for Debtor (the "Premises") and Debtor has exclusive possession and control of the Equipment and Inventory. All records concerning any Accounts and all originals of all chattel paper which evidence any Account are located at the Premises and none of the Accounts is evidenced by a promissory note or other instrument except for such notes and other instruments delivered to Secured Party.
(ii) Debtor is the legal and beneficial owner of the Collateral free and clear of all liens except for liens o Secured arty. Debtor currently conducts business under the name: NORTH POINT - PIONEER, INC..
(iii) This Agreement creates in favor of Secured Party a legal, valid and enforceable security interest in the Collateral. When flanking statements have been filed in the office of the Secretary of States of Massachusetts and Nevada or delivery of Collateral made to Secured Party, Secured Party will have a fully perfected first priority lien on, and security interest in, the Collateral in which a security interest may be perfected by filing or delivery.
(iv) No authorization approval or other action by, and no notice to or filing with, any governmental authorit y that have not already been taken or made and which are in full force and effect, is required (A) for the grant by Debtor of the security interest in the Collateral granted hereby; (B) for performance of this Agreement by Debtor; or (C) for the exercise by Secured Party of any of its other rights or remedies hereunder.
Representations and Warranties Regarding Collateral. Borrower and each other Credit Party executing this Agreement represents, warrants and promises to Lender that: (a) Borrower and each other Credit Party granting a Lien in Collateral has rights in and the power to transfer each item of the Collateral upon which it purports to gxxxx x Xxxx pursuant to the Loan Documents, free and clear of any and all Liens or claims of others, other than Permitted Liens, (b) the security interests granted pursuant to this Agreement and/or under the Preferred Ship Mortgage, upon completion of the filings and/or recordings and other actions listed on Schedule 10.3 (which, in the case of all filings and other documents referred to in said Schedule, have been delivered to Lender in duly executed form) will constitute valid perfected security interests and/or a preferred ship mortgage lien in the Collateral in favor of Lender as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the terms hereof against any and all creditors of and purchasers from any Credit Party (other than purchasers of inventory in the ordinary course of business) and such security interests and/or preferred ship mortgage lien are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Liens that have priority by operation of law and (c) no effective security agreement, preferred ship mortgage, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is or will be on file or of record in any public office, except those relating to Permitted Liens.
Representations and Warranties Regarding Collateral. Borrower hereby ---------------------------------------------------- represents and warrants to Lender as follows:
(a) Borrower has good and marketable title to the Primary Collateral, free and clear of any Lien, except for (i) the security interest created by this Agreement or otherwise created in favor of Lender and (ii) those Liens specifically consented to in writing by Lender. No financing statement or other instrument similar in effect covering all or any part of the Primary Collateral is on file in any filing or recording office, except such as may have been filed in favor of Lender.
Representations and Warranties Regarding Collateral. (a) The Initial Pledged Items are not subject to any Lien (other than the Security Interests) or any Transfer Restriction (other than the Existing Transfer Restrictions) upon or with respect to the Collateral; Pledgor has not sold or otherwise disposed of, or granted any option with respect to, any of the Collateral or entered into or consented to any agreement (other than, in the case of clause (x) below, this Pledge Agreement)
Representations and Warranties Regarding Collateral. Borrower represents and warrants to Lender that Borrower is the true and lawful owner of the Collateral, having good and marketable title thereto, free and clear of any and all Liens other than the Lien and security interest granted to Lender hereunder and Permitted Liens as described in Attachment "B" hereto. Borrower shall not create or assume or permit to exist any such Lien on or against any of the Collateral except as created or permitted by this Note and Permitted Liens, and Borrower shall promptly notify Lender of any such other Lien against the Collateral and shall defend the Collateral against, and take all such action as may be necessary to remove or discharge, any such Lien.
Representations and Warranties Regarding Collateral. Debtor represents and warrants, as of the date of this Agreement and as of each date hereafter (except for changes permitted or contemplated by this Agreement) until termination of this Agreement:
(i) The correct name of Debtor is set forth in the first paragraph of this Agreement. The chief place of business, chief executive office of Debtor and all Inventory and Equipment of Debtor is located at the address specified as the notice address for Debtor (the "Premises") and Debtor has exclusive possession and control of the Equipment and Inventory. All records concerning any Accounts and all originals of all chattel paper which evidence any Account are located at the Premises and none of the Accounts is evidenced by a promissory note or other instrument except for such notes and other instruments delivered to Secured Party.
(ii) Debtor is the legal and beneficial owner of the Collateral free and clear of all liens except for liens of Secured Party. Debtor currently conducts business under the name: KIDSPEACE CORPORATION. 11/1/95 4
(iii) This Agreement creates in favor of Secured Party a legal, valid and enforceable security interest in the Collateral. When financing statements have been filed in the office of the Secretary of States of Massachusetts and Nevada or delivery of Collateral made to Secured Party, Secured Party will have a fully perfected first priority lien on, and security interest in, the Collateral in which a security interest may be perfected by filing or delivery.
(iv) No authorization, approval or other action by, and no notice to or filing with, any governmental authority that have not already been taken or made and which are in full force and effect, is required (A) for the grant by Debtor of the security interest in the Collateral granted hereby; (B) for performance of this Agreement by Debtor; or (C) for the exercise by Secured Party of any of its other rights or remedies hereunder.
