Representations Concerning the Collateral. (1) Neither the Borrower nor the Guarantor has assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was the sole owner of such Collateral and had good and marketable title thereto, free and clear of all Liens other than a first priority Lien in favor of the Administrative Agent.
(i) All information concerning all Collateral set forth on each Schedule of Assets were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit of the Lenders will be complete and correct in all material respects as of the date of such Schedule of Assets.
(ii) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, to the Agency Requirements, the Collateral to the extent a security interest therein can be perfected by a UCC filing.
(iii) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements.
(iv) Subject only to the Agency Requirements, the Borrower and the Guarantor have the full right, power and authority to pledge the Collateral.
Representations Concerning the Collateral. Each Borrower represents and warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Credit Advance and made as of the time of each and every Revolving Credit Advance hereunder):
(a) each Borrower owns its respective Collateral free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Lender's favor and (B) Permitted Liens;
(b) none of the Collateral is subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; and
(c) all Receivables and ADC Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on the applicable Borrower's or ADC's part to make such Receivables or ADC Receivables payable by the Customers, (ii) to the best of each Borrower's knowledge, are not subject to any present, future or contingent offsets or counterclaims, and (iii) do not represent xxxx and hold sales, consignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Affiliate or Subsidiary of any Borrower.
Representations Concerning the Collateral. Company represents and warrants:
(a) its Collateral (i) is owned solely by Company free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Secured Party’s favor and (B) Permitted Encumbrances and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest;
(i) all Receivables (x) represent complete bona fide transactions with Customers in the ordinary course of Company’s business which require no further act under any circumstances on Company’s part to make such Receivables payable by the Customers, (y) to the best of Company’s knowledge, are not subject to any present, future or contingent offsets, disputes or counterclaims, and (z) do not represent bill and hold sales, consignment saxxx, guaranteed sales, sale or return or other similar understandings or obligations of Company, (ii) to the best of Company’s knowledge, there are no facts, events or occurrences which in any way impair the validity of any Receivable or enforcement thereof or tend to reduce the amount payable under any Receivables and (iii) Company has no knowledge that any Customer is unable generally to pay its debts as they become due.
(c) all Inventory is of good and merchantable quality, free from any defects. No Inventory is subject to any licensing, patent, royalty, trademark, tradename or copyright agreements with any third parties. The completion of manufacture, sale or other disposition of Inventory by Secured Party following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which Company is a party or to which such property is subject.
Representations Concerning the Collateral. Borrower represents and warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Credit Advance and made as of the time of each and every Revolving Credit Advance hereunder):
(a) all the Collateral (i) is owned by Borrower free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Agent's favor and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest;
(b) all Receivables and Affiliate Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on Borrower's part to make such Receivables or Affiliate Receivable payable by Customers other than the acts which must reasonably and promptly in the ordinary course be taken by Borrower in connection with Cycle Xxxxxxxx, Media Xxxxxxxx Receivables, Recruitment Media Billing Receivables and Close Date Receivables with respect to billing and delivery of invoices, (ii) to the best of Borrower's knowledge, are not subject to any present, future or contingent Disputes and (iii) do not represent xxxx and hold sales, consignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Scheduled Affiliate or Subsidiary of Borrower.
(c) that Borrower and the Scheduled Affiliates ("Obligated Party") are solely responsible for payment of all advertising purchased by the Obligated Party from such media source and that the media source has no recourse against the Customer of an Obligated Party with respect to any such payment.
Representations Concerning the Collateral. Borrower represents and warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Loan and made as of the time of each and every Loan hereunder):
(a) all the Collateral (i) is owned by Borrower free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Lender's favor and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; and
(b) all Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on Borrower's part to make such Receivables payable by the Customers, (ii) to the best of Borrower's knowledge, are not subject to any present, future or contingent offsets or counterclaims, and (iii) do not represent xxxx and hold sales, consignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Affiliate or Subsidiary of Borrower.
Representations Concerning the Collateral. The Credit Parties represent and warrant:
(a) all Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on any Credit Party’s part to make such Receivables payable by the respective Customers, (ii) to the best of the Credit Parties’ knowledge, are not subject to any present, future or contingent Disputes; and (iii) do not represent xxxx and hold sales, consignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Affiliate or Subsidiary of any Credit Party;
(b) the Credit Parties have no knowledge of any fact or circumstance not disclosed to the Purchasers which would impair the validity or collectibility of any Table of Contents Receivable other than Receivables not exceeding $500,000 in aggregate amount and that all documents in connection with each Receivable are genuine; and
(c) in the event any amounts due and owing from any Customer to any Credit Party on any Receivable shall become subject to any Dispute, or to any other adjustment, such Credit Party agrees that it shall promptly provide the Collateral Agent with notice thereof. The Credit Parties further agree that they shall also notify the Collateral Agent promptly of all returns and credits in respect of any Receivables, which notice shall specify the Receivables affected.
Representations Concerning the Collateral. Borrower represents and ----------------------------------------- warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Advance and made as of the time of each and every Revolving Advance hereunder):
(a) all the Collateral (i) is owned by Borrower free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Agent's and any Lender's favor and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest;
(b) all Receivables (i) represent complete bona fide transactions which require no further act under any circumstances o Borrower's part to make such Receivables payable by the Customers, (ii) to the best of Borrower's knowledge, are not subject to any present, future or contingent offsets or counterclaims, and (iii) do not represent xxxx and hold sales, consignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Affiliate or Subsidiary of Borrower.
Representations Concerning the Collateral. (a) Each Company represents, warrants and covenants (i) that, on the date hereof, it does not own any assets, properties or rights other than (x) in the case of Parent, deferred tax assets and all of the capital stock of Sub Parent; (y) in the case of Sub-Parent, all of the capital stock of Borrower and REH, miscellaneous general intangibles and a 401(k) plan for employees of each Company and the Borrower; and (z) in the case of REH, leasehold interests and prepaid expenses; (ii) that it does not engage (and shall not at any time engage) in any business activity other than activity that is required in connection with its ownership of assets and properties as set forth in clause (i) above and other activities incidental to the operation of its assets and properties and the operation by the Borrower of its assets and properties and business activities; and (iii) that it shall not at any time own any assets or properties other than, (1) with respect to REH, additional leasehold interests and prepaid expenses, the assets and properties as set forth in clause (i) above and other assets that, in the aggregate, will not be of material value, and (2) with respect to each other Company, the assets and properties as set forth in clause (i) above and other assets that, in the aggregate, will not be of material value.
(b) Each Company further represents and warrants that:
(i) the Collateral is owned solely by such Company free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (I) those in Secured Party's favor and (II) Permitted Liens;
(ii) all Receivables are not subject to any present, future or contingent offsets, disputes or counterclaims other than in the ordinary course of business.
(iii) it does not possess or have any rights to any Inventory or any General Intangibles consisting of inventions, designs, patents, patent applications, equipment formulations, manufacturing procedures, trademarks, trademark applications, service marks, trade secrets, copyrights, design rights, franchises and/or customer lists.
(c) In addition to the foregoing, REH represents and warrants that it does not have any assets consisting of Investment Property.
Representations Concerning the Collateral. The Borrower represents that:
Representations Concerning the Collateral. The Company represents and warrants:
(a) the Collateral (i) is owned solely by the Company free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Secured Party's favor and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest;
(i) all Accounts (x) represent complete bona fide transactions with Customers in the ordinary course of the Company's business which require no further act under any circumstances on the Company's part to make such Accounts payable by the Customers, and (y) do not represent xxxx and hold sales, consignment sales, guaranteed sales, sale or return or other similar understandings or obligations of the Company and (ii) at the time such Account arose the Company had no knowledge that any Customer is unable generally to pay its debts as they become due.
(c) all Inventory is of good and merchantable quality, free from any defects. No Inventory is subject to any licensing, patent, royalty, trademark, tradename or copyright agreements with any third parties. The completion of manufacture, sale or other disposition of Inventory by Secured Party following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which the Company is a party or to which such property is subject.
