Representations of Debtor. Debtor represents that the execution, delivery and performance of this Security Agreement are within Debtor's corporate powers, have been duly authorized, are not in contravention of the terms of Debtor's Certificate of Incorporation, By-Laws or any agreement to which Debtor is a party or by which it is bound.
Representations of Debtor. Debtor hereby represents and warrants to Lender, as of the date hereof and as of the Initial Closing and any Subsequent Closing (as applicable), as follows:
Representations of Debtor. The Debtor represents and warrants that:
Representations of Debtor. Debtor represents, warrants and agrees as follows:
a. No financing statement or other instrument of hypothecation covering the Collateral or its proceeds is on file in any public office except in favor of Secured Party; except for the security interest granted by this Security Agreement, there is no lien, security interest or encumbrance in or on the Collateral; and Debtor is the true and lawful owner of the Collateral.
b. The Collateral will not be sold or transferred, and will not be pledged or made subject to a security agreement, except the Senior Lien, without the prior written consent of Secured Party.
c. Debtor will sign and execute alone or with Secured Party any financing statement or other document or procure any document, and pay all costs in connection therewith necessary to protect the security interest under this Security Agreement against the rights or interests of third persons except the Senior Lien.
d. Debtor will, at Debtor's own expense, do, make, procure, execute and deliver all acts, things, writings and assurances as Secured Party may at any time reasonably request to protect, assure or enforce the interests, rights and remedies of Secured Party created by, provided in or emanating from this Security Agreement.
e. Until such time as the Notes are paid in full, the Debtor will honor the terms and conditions of any other written agreements entered into with the Secured Party.
f. Debtor will, when due, pay all taxes and assessments relating to the Collateral.
Representations of Debtor. 7.1 The Debtor represents and warrants that:
(a) this Agreement is granted in accordance with resolutions of the directors (and of the shareholders as applicable) of such Debtor, and all other matters and things have been done and performed so as to authorize and make the execution and delivery of this Agreement and the performance of the obligations of such Debtor hereunder legal, valid and binding;
(b) it lawfully owns and possesses all presently held Collateral and has good title thereto, free from all security interests, charges, encumbrances, liens and claims, save only the permitted encumbrances set out in Schedule “D” attached hereto (the “Permitted Encumbrances”), and has good right and lawful authority to grant the Security Interests hereunder, free and clear of all encumbrances other than the Permitted Encumbrances and the encumbrances created by the JOGMEC Agreement or by the Acquisition Agreement;
(c) the Debtor is a corporation duly incorporated and organized and validly existing under the laws of its jurisdiction of incorporation;
(d) this Agreement has been duly authorized, executed and delivered by the Debtor and constitutes a legal, valid and binding obligation of the Debtor enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought; and
(e) the execution and delivery of this Agreement and the performance by the Debtor of its obligations hereunder do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both), or result in a right of termination, modification or acceleration under, or require any consent, approval or notice under, under, (i) any law applicable to the Debtor; (ii) the articles or by-laws of the Debtor; (iii) any mortgage, note, indenture, contract, agreement, instrument, lease or other document to which the Debtor is a party or by which it is bound; or (iv) any judgment, decree or order binding on the Debtor or the property or assets of the Debtor.”
Representations of Debtor. 2.1 The representations and warranties of the Debtor contained in Section 3 of the Series A Purchase Agreement are true and correct in all material respects, as if made on and as of the date hereof (except as to those representations and warranties which are made as of a specific date, which shall be materially true and correct as of such specific date), after giving effect to the transactions contemplated herein.
2.2 The Debtor has full power and authority to enter into this Amendment and this Amendment has been duly authorized, executed and delivered by it.
Representations of Debtor. 9.1 The Debtor represents and warrants that:
(a) this Agreement is granted 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 Agreement and the performance of the obligation of the Debtor hereunder legal, valid and binding; and
(b) the Debtor lawfully owns and possesses all presently held Collateral and has good title thereto, free from all security interests, charges, encumbrances, liens and claims, save and except the security interests held by Royal Bank of Canada as security for corporate Visa credit cards to a maximum credit amount of $56,000 (the "Permitted Encumbrances") and the security agreement made February 21, 2003 between the Debtor, as debtor, and the Secured Party as secured party, and the Debtor has good right and lawful authority to grant the Security Interest.
Representations of Debtor. 9.1 The Debtor represents and warrants that:
(a) this Agreement is granted in accordance with resolutions of the directors 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 Agreement and the performance of the obligations of the Debtor hereunder legal, valid and binding; and
(b) the Debtor lawfully owns and possesses all presently held Collateral and has good title thereto, free from all security interests, charges, encumbrances, liens and claims, save only security interests, if any, consented to in writing by the Secured Party or shown in any Schedule hereto, and the Debtor has good right and lawful authority to grant the Security Interest.
Representations of Debtor. The Debtor hereby represents and warrants the following:
a. The Debtor will reserve for issuance sufficient shares of authorized but unissued common stock of the Debtor (“Common Stock”) for the issuance of the Common Stock in case of conversion of the Replacement Note by the Assignee.
b. All consideration advanced to Debtor by the Assignor constituting the Debt have been and were fully paid and rendered through the acquisition of assets and businesses which closed on September 30, 2010 for legitimate business purposes.
c. The outstanding principal amount of the Original Notes as of the date of this Agreement is at least $103,216.
d. As of the date hereof, the Debtor has not paid the portion of the debt represented by the Original Note to be assigned hereunder to the Assignor nor has that portion of the Original Note been previously converted into equity of the Debtor.
e. The Assignor or any affiliate of Assignor (collectively, jointly and severally, “Assignor’s Affiliate”) is not now, and has not been during the preceding three months, an officer, director, or more than 5% shareholder of the Debtor or in any other way an “affiliate” of the Debtor as that term is defined in Rule 144(a)(1) as promulgated under the Securities Act.
f. The Original Note Holder or any affiliate of the Original Note Holder (collectively, jointly and severally, “Original Note Holder’s Affiliate”) is not now, and has not been during the preceding three months, an officer, director, or more than 5% shareholder of the Debtor or in any other way an “affiliate” of the Debtor as that term is defined in Rule 144(a)(1) as promulgated under the Securities Act.
g. Upon conversion at any time following the date hereof, the shares converted in accordance with this Agreement shall be issued unrestricted pursuant to exemptions provided under Rule 144.
h. The resolutions of the Debtor's Board of Directors dated as of the date and contained in the secretary’s certificate attached hereto as Exhibit C remain in full force and effect.
i. The Debtor is afully-reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Debtor is up to date and current in all of its Exchange Act filings; and the Debtor’s Exchange Act filings do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading.
j. The Debtor is not a" shell company" as that term is defined in Rule 144(i)(l)...
Representations of Debtor. In addition to any representations and warranties contained in the Loan Agreement, Debtor represents and warrants that it is a corporation organized under the laws of Delaware.
