REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor expressly represents, warrants and covenants as follows: (a) The address appearing with Debtor’s signature below is the address of Debtor’s chief executive office or, if Debtor has no place of business, Debtor’s residence. If the Collateral is not located at Debtor’s address appearing below, it will be located at: 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000. (b) If Debtor does not keep the records concerning the Collateral and concerning general intangibles, mobile goods and contract rights at the address appearing below, these records will be located at: 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000. (c) Debtor will give Secured Party sixty (60) days prior written notice of any change in (i) Debtor’s chief executive office (or, if Debtor has no place of business, Debtor’s residence), the location of the Collateral or the location of the records described above, or (ii) the ownership of Debtor’s business, (iii) the principals responsible for the management of Debtor’s business, (iv) Debtor’s corporate structure or identity, or (v) Debtor’s name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW NURSING, LLC will register or has registered the trade name “Stone County Nursing and Rehab” and will operate the business under such name. (d) If any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 and made a part hereof. (e) If Debtor does not have a record interest in the real estate described above, the record owner is indicated on the attached Schedule 2. (f) Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is the sole owner of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands. (g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. Debtor will deposit such insurance policies with Secured Party. Debtor hereby assigns to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, at Secured Party’s option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral. If Debtor fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. (h) Debtor represents and warrants to Secured Party that all financial statements and credit applications delivered by Debtor to Secured Party accurately reflect the financial condition and operations of Debtor at the times and for the periods therein stated. So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party within 90 days after the end of each of Debtor’s fiscal years, a complete and accurate copy of Debtor’s compiled financial statements, including consolidated statements of cash flow, and a consolidated balance sheet and statement of income, together with all schedules, showing the consolidated financial position of Debtor at the close of such fiscal year, and concurrently therewith a certificate of its Manager or chief financial officer to the effect that such officer is not aware of any condition or event which constitutes a default under this Agreement or under any notes or other obligations of Debtor or which, with the mere passage of time or notice, or both, would constitute a default under this Agreement. (i) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s rights shall operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code. (j) Debtor will maintain the Collateral in good condition and repair and will pay promptly all taxes, levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal business hours to inspect the Collateral or the books and records thereof. (k) Debtor agrees to pay on demand, all expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party in such order of preference as Secured Party shall determine. (l) Debtor hereby agrees to faithfully preserve and protect Secured Party’s security interest in the Collateral at all times, and further agrees to execute and deliver, from time to time, any and all further, or other, documents, instruments, continuation statements and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor’s expense, representatives of Secured Party to inspect and make copies of the books and records of Debtor relating to the Collateral at any reasonable time during normal business hours upon prior written notice.
Appears in 3 contracts
Samples: Security Agreement (Adcare Health Systems Inc), Security Agreement (Adcare Health Systems Inc), Security Agreement (Adcare Health Systems Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor expressly represents, warrants and covenants as follows:
(a) The address appearing with Debtor’s 's signature below is the address of Debtor’s chief executive office or, if Debtor has no place of business, Debtor’s residence's principal office. If any part of the Collateral is not located at Debtor’s address appearing below's principal office, it will be located at: 000 Xxx Xxxxx Xxxxxxat such other locations as Debtor, Xxxxxxxx Xxxxor any other entity affiliated with Debtor, Xxxxxxxx 00000may utilize in its business from time to time, and Debtor hereby covenants to notify Secured Party of any such additional location(s).
(b) If Debtor does not keep the records concerning the Collateral and concerning accounts, general intangibles, mobile goods and contract rights at the address appearing belowDebtor's principal office, these records same will be located at: 000 Xxx Xxxxx Xxxxxxat such other locations as Debtor, Xxxxxxxx Xxxxor any other entity affiliated with Debtor, Xxxxxxxx 00000may utilize in its business from time to time, and Debtor hereby covenants to notify Secured Party of any such additional location(s).
(c) Debtor will give Secured Party sixty (60) days prior written notice of any change in (i) Debtor’s chief executive office (or, if Debtor has no place of business, Debtor’s residence)'s principal office, the location of the Collateral or the location of the records described above, or (ii) the ownership Ownership of Debtor’s 's business, (iii) the principals responsible for the management of Debtor’s 's business, (iv) Debtor’s corporate 's company structure or identity, or (v) Debtor’s 's name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW NURSING, LLC will register or has registered the trade name “Stone County Nursing and Rehab” and will operate the business under such name.
(d) If any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 and made a part hereof.
(e) If Debtor does not have a record interest in the real estate described above, the record owner Owner is indicated on the attached Schedule 2.
(f) Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is the sole owner of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.
(g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, and the Secured Party hereby acknowledges that the current levels of insurance maintained by Debtor are acceptable for the first year of the Loan, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. Debtor will deposit such insurance policies with Secured Party. Debtor hereby assigns to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, at Secured Party’s 's option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral. Notwithstanding the foregoing, if there is no default under the Loan, at the request of the Debtor, and upon the approval of Secured Party in its sole discretion, amounts received by Secured Party in payment of insurance losses or return of unearned premium shall be used for the purpose of repairing, replacing or restoring the Collateral. If Debtor fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party.
(h) Debtor represents and warrants to Secured Party that all financial statements statements, income tax returns and credit applications information delivered by Debtor to Secured Party accurately reflect the financial condition and operations of Debtor at the times and for the periods therein stated. So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party within 90 one hundred twenty (120) calendar days after the end of each of Debtor’s 's fiscal years, a complete and accurate copy of Debtor’s compiled the consolidated audited financial statementsstatements (with notes) of Debtor prepared by an independent certified public accountant acceptable to Secured party ("CPA"), including consolidated statements of cash flow, and a consolidated balance sheet and statement of income, together with all schedules, showing the consolidated financial position of all prepared in accordance with generally accepted accounting principles ("GAAP"). Debtor at the close of such fiscal year, and concurrently therewith shall provide Secured Party with a certificate copy of its Manager federal income tax return within fifteen (15) days of filing (including all schedules and extensions). Debtor shall also provide internally prepared condensed monthly statements without notes but otherwise meeting all the requirements of the annual statements no later than thirty (30) days after each month end and internally prepared condensed quarterly financial statements with partial notes (which are included included in the Form 10-Q) but otherwise meeting all the requirements of the annual statements no later than forty five (45) days after the end of each fiscal quarter end or chief such other date as requested by Seemed Party for statements other than the quarterly statements, acceptable to Security Party and its accountants as well as financial officer to the effect that statements at such officer is not aware of any condition or event which constitutes a default under this Agreement or under any notes or other obligations of Debtor or which, with the mere passage of time or notice, or both, would constitute a default under this Agreementtimes as requested by Security Party.
(i) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s 's rights shall operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code.
(j) Debtor will maintain the Collateral in good condition and repair repair, reasonable wear and tear excepted, and will pay promptly all taxes, levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal business hours to inspect the Collateral or the books and records thereof.
(k) Debtor agrees to pay to Secured Party on demand, demand all expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party in such order of preference as Secured Party shall determine.
(l1) Debtor hereby agrees to faithfully preserve and protect Secured Party’s 's security interest in the Collateral at all times, and further agrees to execute and deliver, from time to time, any and all further, or other, documents, instruments, continuation statements and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor’s 's expense, representatives of Secured Party to inspect and make copies of the books and records of Debtor relating to the Collateral at any reasonable time during normal business hours or times upon prior written notice.
Appears in 2 contracts
Samples: Loan and Security Agreement (Celsius Holdings, Inc.), Loan and Security Agreement (Celsius Holdings, Inc.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor expressly hereby represents, warrants and covenants as followsthe following:
(a) The address appearing Debtor has the power, authority and legal right to own the Initial Collateral and the Pledged Stock and to engage in the transactions contemplated by this Security Agreement, and the execution and delivery of this Security Agreement will not conflict with or result in a breach of the terms or provisions of any agreement with any third party or with any order of any court or governmental body binding on or affecting Debtor’s signature below .
(i) Debtor is the address legal and equitable owner of Debtor’s chief executive office orthe Initial Collateral and the Pledged Stock; (ii) the Initial Collateral and the Pledged Stock are free and clear of any liens, if pledges, encumbrances or agreements whatsoever, other than those liens and encumbrances set forth on Schedule 1 to this Security Agreement; (iii) Debtor has the complete and unconditional authority to pledge the Initial Collateral and the Real Property Collateral to Holder without the consent of any other party; and (iv) Debtor has no place notice or knowledge of businessany facts which will impair the validity of the pledge made hereby or the validity of Holder's security interest in the Initial Collateral or the Real Property Collateral, Debtor’s residence. If the Collateral is not located at Debtor’s address appearing below, it will be located at: 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000.
(b) If Debtor does not keep the records concerning the Collateral and concerning general intangibles, mobile goods and contract rights at the address appearing below, these records will be located at: 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000as applicable.
(c) Debtor will give Secured Party sixty shall not impose (60and shall not permit Realty to impose) days prior written notice any other lien, pledge or encumbrance on any of any change in the assets constituting the Initial Collateral, the Pledged Stock and the Real Property.
(d) Debtor hereby represents and warrants that (i) Debtor’s chief executive office (or, if Telemac has paid all amounts due to Debtor has no place of business, Debtor’s residence), pursuant to the location of the Collateral or the location of the records described above, or Telemac Agreement on time and in cash; (ii) both Debtor and Telemac have fully and completely complied with all of their obligations under the ownership of Debtor’s businessTelemac Agreement and no default by Debtor or Telemac exists thereunder, (iii) the principals responsible for the management Telemac Agreement is enforceable against each of Debtor’s businessDebtor and Telemac in accordance with its terms, and (iv) Debtor’s corporate structure there are no amendments or identitysupplements of any kind to the Telemac Agreement other than Amendments 1, or (v2 and 3 entered into on December 16, 1998, December 18, 1998 and May 20, 1999, respectively. Debtor hereby covenants that it will not exercise its option under Section 5(a) Debtor’s name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW NURSING, LLC will register or has registered the trade name “Stone County Nursing and Rehab” and will operate the business under such name.
(d) If any of the Collateral is Telemac Agreement to be or has been attached convert the outstanding balance due to real estate, the legal description Debtor into shares of the real estate is attached to this Agreement as Schedule 2 and made a part hereofTelemac common stock.
(e) If Debtor does not have a record interest in Because the real estate described above, parties intend for the record owner is indicated on Note to be exempt from the attached Schedule 2.
(f) Without usury provisions of the prior written consent California Constitution pursuant to Section 25118 of Secured Partythe California Corporations Code, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose hereby represents and warrants that as of the Collateraldate hereof, other than Debtor has total assets of at least Two Million Dollars ($2,000,000) according to its inventory in the ordinary course of its businessmost recent financial statements. Debtor also represents and warrants that such financial statements are of a date not more than 90 days prior to the date hereof, were prepared in accordance with generally accepted accounting principles and on a consolidated basis, and were prepared in accordance with the rules and requirements of the Securities and Exchange Commission. Debtor further represents and warrants that Debtor is and Holder had a preexisting business relationship prior to the sole owner date hereof, and Debtor, by reason of its own business and financial experience, could reasonably be assumed to have the capacity to protect its own interests in connection with the issuance of the Collateral, free Note and clear the negotiation of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.
(g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. Debtor will deposit such insurance policies with Secured Party. Debtor hereby assigns to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, at Secured Party’s option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral. If Debtor fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party.
(h) Debtor represents and warrants to Secured Party that all financial statements and credit applications delivered by Debtor to Secured Party accurately reflect the financial condition and operations of Debtor at the times and for the periods therein stated. So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party within 90 days after the end of each of Debtor’s fiscal years, a complete and accurate copy of Debtor’s compiled financial statements, including consolidated statements of cash flow, and a consolidated balance sheet and statement of income, together with all schedules, showing the consolidated financial position of Debtor at the close of such fiscal year, and concurrently therewith a certificate of its Manager or chief financial officer to the effect that such officer is not aware of any condition or event which constitutes a default under this Agreement or under any notes or other obligations of Debtor or which, with the mere passage of time or notice, or both, would constitute a default under this Security Agreement.
(i) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s rights shall operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code.
(j) Debtor will maintain the Collateral in good condition and repair and will pay promptly all taxes, levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal business hours to inspect the Collateral or the books and records thereof.
(k) Debtor agrees to pay on demand, all expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party in such order of preference as Secured Party shall determine.
(l) Debtor hereby agrees to faithfully preserve and protect Secured Party’s security interest in the Collateral at all times, and further agrees to execute and deliver, from time to time, any and all further, or other, documents, instruments, continuation statements and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor’s expense, representatives of Secured Party to inspect and make copies of the books and records of Debtor relating to the Collateral at any reasonable time during normal business hours upon prior written notice.
Appears in 2 contracts
Samples: Security Agreement (Aura Systems Inc), Security Agreement (Aura Systems Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor expressly represents, warrants and covenants as follows:
(a) The address appearing with Debtor’s signature below is the address of Debtor’s chief executive office or, if Debtor has no place of business, Debtor’s residence. If the Collateral is not located at Debtor’s address appearing below, it will be located at: 000 Xxx Xxxxx XxxxxxXxxxxxx Xx., Xxxxxxxx XxxxDublin, Xxxxxxxx 00000Laurens County, Georgia 30121 or wherever located.
(b) If Debtor does not keep the records concerning the Collateral and concerning general intangibles, mobile goods and contract rights at the address appearing below, these records will be located at: 000 Xxx Xxxxx XxxxxxXxxxxxx Xx., Xxxxxxxx XxxxDublin, Xxxxxxxx 00000Laurens County, Georgia 30121 or wherever located.
(c) Debtor will give Secured Party sixty (60) days prior written notice of any change in (i) Debtor’s chief executive office (or, if Debtor has no place of business, Debtor’s residence), the location of the Collateral or the location of the records described above, or (ii) the ownership of Debtor’s business, (iii) the principals responsible for the management of Debtor’s business, (iv) Debtor’s corporate structure or identity, or (v) Debtor’s name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW NURSINGXxxx Nursing, LLC will register or has registered the trade name “Stone County Nursing and RehabSouthland Care Center” and will operate is operating the business under such name.
(d) If any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 and made a part hereof.
(e) If Debtor does not have a record interest in the real estate described above, the record owner is indicated on the attached Schedule 2.
(f) Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is the sole owner of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.
(g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. Debtor will deposit such insurance policies with Secured Party. Debtor hereby assigns to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, at Secured Party’s option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral. If Debtor fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party.
(h) Debtor represents and warrants to Secured Party that all financial statements and credit applications delivered by Debtor to Secured Party accurately reflect the financial condition and operations of Debtor at the times and for the periods therein stated. So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party within 90 days after the end of each of Debtor’s fiscal years, a complete and accurate copy of Debtor’s compiled financial statements, including consolidated statements of cash flow, and a consolidated balance sheet and statement of income, together with all schedules, showing the consolidated financial position of Debtor at the close of such fiscal year, and concurrently therewith a certificate of its Manager or chief financial officer to the effect that such officer is not aware of any condition or event which constitutes a default under this Agreement or under any notes or other obligations of Debtor or which, with the mere passage of time or notice, or both, would constitute a default under this AgreementAgreement or a default under any such franchise agreement or under any notes or other obligations of Debtor.
(i) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s rights shall operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code.
(j) Debtor will maintain the Collateral in good condition and repair and will pay promptly all taxes, levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal business hours to inspect the Collateral or the books and records thereof.
(k) Debtor agrees to pay on demand, all expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party in such order of preference as Secured Party shall determine.
(l) Debtor hereby agrees to faithfully preserve and protect Secured Party’s security interest in the Collateral at all times, and further agrees to execute and deliver, from time to time, any and all further, or other, documents, instruments, continuation statements and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor’s expense, representatives of Secured Party to inspect and make copies of the books and records of Debtor relating to the Collateral at any reasonable time during normal business hours upon prior written notice.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor expressly represents, warrants and covenants as follows:
(a) The address appearing with Debtor’s signature below is the address of Debtor’s chief executive office or, if Debtor has no place of business, Debtor’s residence. If the Collateral is not located at Debtor’s address appearing below, it will be located at: 000 Xxx Xxxxx XxxxxxXxxxxxx Xx., Xxxxxxxx XxxxDublin, Xxxxxxxx 00000Laurens County, Georgia 30121 or wherever located.
(b) If Debtor does not keep the records concerning the Collateral and concerning general intangibles, mobile goods and contract rights at the address appearing below, these records will be located at: 000 Xxx Xxxxx XxxxxxXxxxxxx Xx., Xxxxxxxx XxxxDublin, Xxxxxxxx 00000Laurens County, Georgia 30121 or wherever located.
(c) Debtor will give Secured Party sixty (60) days prior written notice of any change in (i) Debtor’s chief executive office (or, if Debtor has no place of business, Debtor’s residence), the location of the Collateral or the location of the records described above, or (ii) the ownership of Debtor’s business, (iii) the principals responsible for the management of Debtor’s business, (iv) Debtor’s corporate structure or identity, or (v) Debtor’s name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW NURSINGXxxx Nursing, LLC will register or has registered the trade name “Stone County Nursing and RehabSouthland Care Center” and will operate is operating the business under such name.
(d) If any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 and made a part hereof.
(e) If Debtor does not have a record interest in the real estate described above, the record owner is indicated on the attached Schedule 2.
(f) Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is the sole owner of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.
(g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. Debtor will deposit such insurance policies with Secured Party. Debtor hereby assigns to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, at Secured Party’s option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral. If Debtor fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party.
(h) Debtor represents and warrants to Secured Party that all financial statements and credit applications delivered by Debtor to Secured Party accurately reflect the financial condition and operations of Debtor at the times and for the periods therein stated. So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party within 90 120 days after the end of each of Debtor’s fiscal years, a complete and accurate copy of Debtor’s compiled financial statements, including consolidated statements of cash flow, and a consolidated balance sheet and statement of income, together with all schedules, showing the consolidated financial position of Debtor at the close of such fiscal year, and concurrently therewith a certificate of its Manager or chief financial officer to the effect that such officer is not aware of any condition or event which constitutes a default under this Agreement or under any notes or other obligations of Debtor or which, with the mere passage of time or notice, or both, would constitute a default under this AgreementAgreement or a default under any such franchise agreement or under any notes or other obligations of Debtor.
(i) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s rights shall operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code.
(j) Debtor will maintain the Collateral in good condition and repair and will pay promptly all taxes, levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal business hours to inspect the Collateral or the books and records thereof.
(k) Debtor agrees to pay on demand, all expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party in such order of preference as Secured Party shall determine.
(l) Debtor hereby agrees to faithfully preserve and protect Secured Party’s security interest in the Collateral at all times, and further agrees to execute and deliver, from time to time, any and all further, or other, documents, instruments, continuation statements and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor’s expense, representatives of Secured Party to inspect and make copies of the books and records of Debtor relating to the Collateral at any reasonable time during normal business hours upon prior written notice.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor expressly representsrepresents and warrants to, warrants and covenants with, Secured Party as follows:
(a) The address appearing with Debtor’s signature below Debtor is and will be the address owner of Debtor’s chief executive office or, if Debtor has no place of business, Debtor’s residence. If the Collateral is not located and no Lien other than Permitted Liens exists or will exist upon such Collateral at Debtor’s address appearing below, it will be located at: 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000any time.
(b) If Debtor does not keep the records concerning This Agreement is effective to create in favor of Secured Party a valid security interest in and Lien upon all of Debtor's right, title and interest in and to the Collateral and concerning general intangiblesand, mobile goods and contract rights at upon the address appearing belowfiling of appropriate Uniform Commercial Code financing statements in the jurisdictions listed on Schedule 1 attached hereto, these records such security interest will be located at: 000 Xxx Xxxxx Xxxxxxduly perfected in all of the Collateral (other than Instruments not constituting Chattel Paper, Xxxxxxxx XxxxInvestment Property, Xxxxxxxx 00000deposit accounts and cash), and upon delivery of the Instruments to Secured Party, duly endorsed by Debtor or accompanied by appropriate instruments of transfer duly executed by Debtor, the security interest in the Instruments will be duly perfected.
(c) Debtor will give Secured Party sixty (60) days prior written notice All of the Equipment, Inventory and Goods is located at the places specified on Schedule 1 attached hereto. Except as disclosed on Schedule 1, none of the Collateral is in the possession of any change in (i) Debtor’s bailee, warehouseman, processor or consignee. The chief executive office (or, if Debtor has no place of business, Debtor’s residence), chief executive office and the location of office where Debtor keeps its books and records are located at the Collateral or the location of the records described above, or (ii) the ownership of Debtor’s business, (iii) the principals responsible for the management of Debtor’s business, (iv) Debtor’s corporate structure or identity, or (v) Debtor’s place specified on Schedule 1. Debtor does not do business and has not done business under any trade name or trade name, or prior to commencing to use an assumed fictitious business name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW NURSING, LLC will register or has registered the trade name “Stone County Nursing and Rehab” and will operate the business under such nameexcept as disclosed on Schedule 2 attached hereto.
(d) If any No Copyrights, Patents or Trademarks have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of the Collateral Copyrights, Patents and Trademarks is valid and enforceable. Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to be each of the Copyrights, patents and Trademarks, free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shop rights and covenants by Debtor not to sue xxxrd persons. Debtor has adopted, used or is currently using, or has been attached a current bona fide intention to real estateuse, the legal description all of the real estate is attached Trademarks and Copyrights. Debtor has no notice of any suits or actions commenced or threatened with respect to this Agreement the Copyrights, Patents or Trademarks. The Copyrights, Patents and Trademarks listed on Schedules 3, 4 and 5, respectively, constitute all of the Copyrights, Patents and Trademarks owned by Debtor as Schedule 2 and made a part of the date hereof.
(e) If Debtor does not have a record interest in the real estate described aboveAll information heretofore, the record owner is indicated on the attached Schedule 2.
(f) Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on herein or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is the sole owner of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.
(g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. Debtor will deposit such insurance policies with Secured Party. Debtor hereby assigns hereafter furnished to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, at Secured Party’s option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral. If Debtor fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party.
(h) Debtor represents and warrants to Secured Party that all financial statements and credit applications delivered by Debtor to Secured Party accurately reflect the financial condition and operations on behalf of Debtor at the times and for the periods therein stated. So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party within 90 days after the end of each of Debtor’s fiscal years, a complete and accurate copy of Debtor’s compiled financial statements, including consolidated statements of cash flow, and a consolidated balance sheet and statement of income, together with all schedules, showing the consolidated financial position of Debtor at the close of such fiscal year, and concurrently therewith a certificate of its Manager or chief financial officer to the effect that such officer is not aware of any condition or event which constitutes a default under this Agreement or under any notes or other obligations of Debtor or which, with the mere passage of time or notice, or both, would constitute a default under this Agreement.
(i) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s rights shall operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code.
(j) Debtor will maintain the Collateral in good condition and repair and will pay promptly all taxes, levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal business hours to inspect the Collateral or the books and records thereof.
(k) Debtor agrees to pay on demand, all expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party in such order of preference as Secured Party shall determine.
(l) Debtor hereby agrees to faithfully preserve and protect Secured Party’s security interest in the Collateral at all times, and further agrees to execute and deliver, from time to time, any and all further, or other, documents, instruments, continuation statements and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor’s expense, representatives of Secured Party to inspect and make copies of the books and records of Debtor relating respect to the Collateral at any reasonable time during normal business hours upon prior written noticeand the Account Debtors is and will be accurate and complete in all material respects.
Appears in 1 contract
Samples: Security Agreement (Credentials Services International Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor expressly represents, warrants and covenants as follows:
(a) The address appearing with Debtor’s signature below is the address of Debtor’s chief executive office or, if Debtor has no place of business, Debtor’s residence. If the Collateral is not located at Debtor’s address appearing below, it will be located at: at 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 0000000000 or wherever located.
(b) If Debtor does not keep the records concerning the Collateral and concerning accounts, general intangibles, mobile goods and contract rights at the address appearing below, these records will be located at: 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 0000000000 or wherever located.
(c) Debtor will give Secured Party sixty (60) days prior written notice of any change in (i) Debtor’s chief executive office (or, if Debtor has no place of business, Debtor’s residence), the location of the Collateral or the location of the records described above, or (ii) the ownership of Debtor’s business, (iii) the principals responsible for the management of Debtor’s business, (iv) Debtor’s corporate structure or identity, or (v) Debtor’s name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW NURSING, LLC will register or has registered the trade name “Stone County Nursing and Rehab” and will operate the business under such name.
(d) If any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 and made a part hereof.
(e) If Debtor does not have a record interest in the real estate described above, the record owner is indicated on the attached Schedule 2.
(f) Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is the sole owner of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.
(g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. Debtor will deposit such insurance policies with Secured Party. Debtor hereby assigns to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, at Secured Party’s option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral. If Debtor fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party.
(h) Debtor represents and warrants to Secured Party that all financial statements and credit applications delivered by Debtor to Secured Party accurately reflect the financial condition and operations of Debtor at the times and for the periods therein stated. So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party within 90 days after the end of each of Debtor’s fiscal years, a complete and accurate copy of Debtor’s compiled financial statements, including consolidated statements of cash flow, and a consolidated balance sheet and statement of income, together with all schedules, showing the consolidated financial position of Debtor at the close of such fiscal year, and concurrently therewith a certificate of its Manager or chief financial officer to the effect that such officer is not aware of any condition or event which constitutes a default under this Agreement or under any notes or other obligations of Debtor or which, with the mere passage of time or notice, or both, would constitute a default under this Agreement.
(i) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s rights shall operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code.
(j) Debtor will maintain the Collateral in good condition and repair and will pay promptly all taxes, levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal business hours to inspect the Collateral or the books and records thereof.
(k) Debtor agrees to pay on demand, all expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party in such order of preference as Secured Party shall determine.
(l) Debtor hereby agrees to faithfully preserve and protect Secured Party’s security interest in the Collateral at all times, and further agrees to execute and deliver, from time to time, any and all further, or other, documents, instruments, continuation statements and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor’s expense, representatives of Secured Party to inspect and make copies of the books and records of Debtor relating to the Collateral at any reasonable time during normal business hours upon prior written notice.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor expressly represents, warrants and covenants as follows:
(a) The address appearing with Debtor’s 's signature below is the address of Debtor’s 's chief executive office or, if Debtor has no place of business, Debtor’s residenceoffice. If the The Collateral is not shall be located at Debtor’s 's address appearing below, it will be located at: 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000.
(b) If Debtor does not shall keep the records concerning the Collateral and concerning accounts, general intangibles, mobile goods and contract rights at the address appearing below, these records will be located at: 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000.
(c) Debtor will give Secured Party sixty (60) 60 days prior written notice of any change in (i) Debtor’s 's chief executive office (or, if Debtor has no place of business, Debtor’s residence), the location of the Collateral or the location of the records described above, or (ii) the ownership of Debtor’s 's business, (iii) the principals responsible for the management of Debtor’s 's business, (iv) Debtor’s 's corporate structure or identity, or (v) Debtor’s 's name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW NURSING, LLC will register or has registered the trade name “Stone County Nursing and Rehab” and will operate the business under such name.
(d) If any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 Exhibit B and made a part hereof.
(e) If Debtor does not have a record interest in the real estate described above, the record owner is indicated on the attached Schedule 2.Exhibit B.
(f) Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is the sole owner of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.
(g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. Debtor will deposit such insurance policies with Secured Party. Debtor hereby assigns to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, at Secured Party’s 's option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral. If Debtor 2 fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party.
(h) Debtor represents and warrants to Secured Party that all financial statements and credit applications delivered by Debtor to Secured Party accurately reflect the financial condition and operations of Debtor at the times and for the periods therein stated. So long as this Agreement is in force and effect, Debtor agrees to deliver the following information to Secured Party within 90 Party:
1. Within sixty days after the end of each quarterly fiscal period (beginning September 30, 1997), the Debtor shall furnish to Secured Party a copy of:
(i) consolidated balance sheets of Debtor’s Debtor and its subsidiaries as of the close of such quarterly fiscal yearsperiod, a complete and accurate copy of Debtor’s compiled financial statements, including and
(ii) consolidated statements of income and consolidated statement of cash flowflows of Debtor and its subsidiaries for such quarterly fiscal period and for the portion of the fiscal year ending with such period,
2. Within 120 days after the end of each fiscal year of Debtor, and a Debtor shall furnish to Secured Party:
(i) audited consolidated balance sheet and statement of income, together with all schedules, showing the consolidated financial position sheets of Debtor at and its subsidiaries as of the close of such fiscal year, and
(ii) audited consolidated statements of income, audited consolidated statements of stockholders' equity and concurrently therewith audited consolidated statement of cash flows of Debtor and its subsidiaries for such fiscal year. All financial information shall be prepared in accordance with generally accepted accounting principles. Concurrently with the submission of required financial information, Debtor shall also submit a certificate of its Manager president or chief financial officer to the effect that such officer is not aware of any condition or event which that constitutes a default under this Agreement or a default under any agreement to which Debtor is a party, or under any notes or other obligations of Debtor or which, with the mere passage of time or notice, or both, would constitute a default under this AgreementAgreement or a default under any such agreement or under any notes or other obligations of Debtor.
(i) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s 's rights shall operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and 3 remedies provided by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code.
(j) Debtor will maintain the Collateral in good condition and repair and will pay promptly all taxes, levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal business hours to inspect the Collateral or the books and records thereof.
(k) Debtor agrees to pay to Secured Party on demand, demand all expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party in such order of preference as Secured Party shall determine.
(l) Debtor hereby agrees to faithfully preserve and protect Secured Party’s 's security interest in the Collateral at all times, and further agrees to execute and deliver, from time to time, any and all further, further or other, other documents, instruments, continuation statements and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor’s 's expense, representatives of Secured Party to inspect and make copies of the books and records of Debtor relating to the Collateral at any reasonable time during normal business hours or times upon prior written notice.
Appears in 1 contract
Samples: Security Agreement (Soy Environmental Products Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor expressly represents, warrants and covenants as follows:
(a) The address appearing with Debtor’s 's signature below is the address of Debtor’s chief executive office or, if Debtor has no place of business, Debtor’s residence's principal office. If any part of the Collateral is not located at Debtor’s address appearing below's principal office, it will be located at: 000 Xxx Xxxxx Xxxxxxat such other locations as Debtor, Xxxxxxxx Xxxxor any other entity affiliated with Debtor, Xxxxxxxx 00000may utilize in its business from time to time, and Debtor hereby covenants to notify Secured Party of any such additional location(s).
(b) If Debtor does not keep the records concerning the Collateral and concerning accounts, general intangibles, mobile goods and contract rights at the address appearing belowDebtor’s principal office, these records same will be located at: 000 Xxx Xxxxx Xxxxxxat such other locations as Debtor, Xxxxxxxx Xxxxor any other entity affiliated with Debtor, Xxxxxxxx 00000may utilize in its business from time to time, and Debtor hereby covenants to notify Secured Party of any such additional location(s).
(c) Debtor will give Secured Party sixty (60) days prior written notice of any change in (i) Debtor’s chief executive office (or, if Debtor has no place of business, Debtor’s residence)'s principal office, the location of the Collateral or the location of the records described above, or (ii) the ownership Ownership of Debtor’s 's business, (iii) the principals responsible for the management of Debtor’s 's business, (iv) Debtor’s corporate 's company structure or identity, or (v) Debtor’s 's name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW NURSING, LLC will register or has registered the trade name “Stone County Nursing and Rehab” and will operate the business under such name.
(d) If any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 and made a part hereof.
(e) If Debtor does not have a record interest in the real estate described above, the record owner Owner is indicated on the attached Schedule 2.
(f) Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is the sole owner of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.
(g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, and the Secured Party hereby acknowledges that the current levels of insurance maintained by Debtor are acceptable for the first year of the Loan, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. Debtor will deposit such insurance policies with Secured Party. Debtor hereby assigns to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, at Secured Party’s 's option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral. Notwithstanding the foregoing, if there is no default under the Loan, at the request of the Debtor, and upon the approval of Secured Party in its sole discretion, amounts received by Secured Party in payment of insurance losses or return of unearned premium shall be used for the purpose of repairing, replacing or restoring the Collateral. If Debtor fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party.
(h) Debtor represents and warrants to Secured Party that all financial statements statements, income tax returns and credit applications information delivered by Debtor to Secured Party accurately reflect the financial condition and operations of Debtor at the times and for the periods therein stated. So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party within 90 one hundred twenty (120) calendar days after the end of each of Debtor’s fiscal years, a complete and accurate copy of Debtor’s compiled the consolidated audited financial statementsstatements (with notes) of Debtor prepared by an independent certified public accountant acceptable to Secured party (“CPA”), including consolidated statements of cash flow, and a consolidated balance sheet and statement of income, together with all schedules, showing the consolidated financial position of all prepared in accordance with generally accepted accounting principles (“GAAP”). Debtor at the close of such fiscal year, and concurrently therewith shall provide Secured Party with a certificate copy of its Manager federal income tax return within fifteen (15) days of filing (including all schedules and extensions). Debtor shall also provide internally prepared condensed monthly statements without notes but otherwise meeting all the requirements of the annual statements no later than thirty (30) days after each month end and internally prepared condensed quarterly financial statements with partial notes (which are included included in the Form 10-Q) but otherwise meeting all the requirements of the annual statements no later than forty five (45) days after the end of each fiscal quarter end or chief such other date as requested by Secured Party for statements other than the quarterly statements, acceptable to Security Party and its accountants as well as financial officer to the effect that statements at such officer is not aware of any condition or event which constitutes a default under this Agreement or under any notes or other obligations of Debtor or which, with the mere passage of time or notice, or both, would constitute a default under this Agreementtimes as requested by Security Party.
(i) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s 's rights shall operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code.
(j) Debtor will maintain the Collateral in good condition and repair repair, reasonable wear and tear excepted, and will pay promptly all taxes, levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal business hours to inspect the Collateral or the books and records thereof.
(k) Debtor agrees to pay to Secured Party on demand, demand all expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party in such order of preference as Secured Party shall determine.
(l) Debtor hereby agrees to faithfully preserve and protect Secured Party’s 's security interest in the Collateral at all times, and further agrees to execute and deliver, from time to time, any and all further, or other, documents, instruments, continuation statements and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor’s 's expense, representatives of Secured Party to inspect and make copies of the books and records of Debtor relating to the Collateral at any reasonable time during normal business hours or times upon prior written notice.
Appears in 1 contract
Samples: Loan and Security Agreement (Celsius Holdings, Inc.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor expressly represents, warrants and covenants as follows:
(a) The address appearing with Debtor’s signature below is the address of Debtor’s chief executive office or, if Debtor has no place of business, Debtor’s residence. If the Collateral is not located at Debtor’s address appearing below, it will be located at: 000 Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx XxxxStamps, Xxxxxxxx 00000Arkansas 71860.
(b) If Debtor does not keep the records concerning the Collateral and concerning general intangibles, mobile goods and contract rights at the address appearing below, these records will be located at: 000 Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx XxxxStamps, Xxxxxxxx 00000Arkansas.
(c) Debtor will give Secured Party sixty (60) days prior written notice of any change in (i) Debtor’s chief executive office (or, if Debtor has no place of business, Debtor’s residence), the location of the Collateral or the location of the records described above, or (ii) the ownership of Debtor’s business, (iii) the principals responsible for the management of Debtor’s business, (iv) Debtor’s corporate structure or identity, or (v) Debtor’s name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW NURSINGHomestead Nursing, LLC will register or has registered the trade name “Stone County Homestead Manor Nursing and RehabHome” and will operate the business under such name.
(d) If any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 and made a part hereof.
(e) If Debtor does not have a record interest in the real estate described above, the record owner is indicated on the attached Schedule 2.
(f) Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is the sole owner of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.
(g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. Debtor will deposit such insurance policies with Secured Party. Debtor hereby assigns to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, at Secured Party’s option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral. If Debtor fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party.
(h) Debtor represents and warrants to Secured Party that all financial statements and credit applications delivered by Debtor to Secured Party accurately reflect the financial condition and operations of Debtor at the times and for the periods therein stated. So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party within 90 days after the end of each of Debtor’s fiscal years, a complete and accurate copy of Debtor’s compiled financial statements, including consolidated statements of cash flow, and a consolidated balance sheet and statement of income, together with all schedules, showing the consolidated financial position of Debtor at the close of such fiscal year, and concurrently therewith a certificate of its Manager or chief financial officer to the effect that such officer is not aware of any condition or event which constitutes a default under this Agreement or under any notes or other obligations of Debtor or which, with the mere passage of time or notice, or both, would constitute a default under this AgreementAgreement or a default under any such franchise agreement or under any notes or other obligations of Debtor.
(i) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s rights shall operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code.
(j) Debtor will maintain the Collateral in good condition and repair and will pay promptly all taxes, levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal business hours to inspect the Collateral or the books and records thereof.
(k) Debtor agrees to pay on demand, all expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party in such order of preference as Secured Party shall determine.
(l) Debtor hereby agrees to faithfully preserve and protect Secured Party’s security interest in the Collateral at all times, and further agrees to execute and deliver, from time to time, any and all further, or other, documents, instruments, continuation statements and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor’s expense, representatives of Secured Party to inspect and make copies of the books and records of Debtor relating to the Collateral at any reasonable time during normal business hours upon prior written notice.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Each Debtor expressly representsrepresents and warrants to, warrants and covenants with, Secured Party as follows:
(a) The address appearing with Debtor’s signature below Debtor is and will be the address owner of Debtor’s chief executive office or, if Debtor has no place of business, Debtor’s residence. If the Collateral is not located and no Lien other than Liens securing Permitted Senior Indebtedness and liens that are Permitted Liens under the Loan Agreement pertaining to Permitted Senior Indebtedness exists or will exist upon such Collateral at Debtor’s address appearing below, it will be located at: 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000any time.
(b) If Debtor does not keep the records concerning This Agreement is effective to create in favor of Secured Party a valid security interest in and Lien upon all of Debtor's right, title and interest in and to the Collateral and concerning general intangiblesand, mobile goods and contract rights at upon the address appearing belowfiling of appropriate Uniform Commercial Code financing statements in the jurisdictions listed on Schedule 1 attached hereto, these records such security interest will be located at: 000 Xxx Xxxxx Xxxxxxduly perfected in all of the Collateral (other than Instruments not constituting Chattel Paper, Xxxxxxxx XxxxInvestment Property, Xxxxxxxx 00000deposit accounts and cash and Patents and Trademarks), and upon delivery of the Instruments and Investment Property to LaSalle, duly endorsed by Debtor or accompanied by appropriate instruments of transfer duly executed by Debtor, the security interest in the Instruments will be duly perfected in accordance with the provisions of the Subordination Agreement.
(c) Debtor will give Secured Party sixty (60) days prior written notice All of the Equipment, Inventory and Goods are located at the places specified on Schedule 1 attached hereto. Except as disclosed on Schedule 1, none of the Collateral is in the possession of any change in (i) Debtor’s bailee, warehouseman, processor or consignee. The chief executive office (or, if Debtor has no place of business, Debtor’s residence), chief executive office and the location of office where Debtor keeps its books and records are located at the Collateral or the location of the records described above, or (ii) the ownership of Debtor’s business, (iii) the principals responsible for the management of Debtor’s business, (iv) Debtor’s corporate structure or identity, or (v) Debtor’s place specified on Schedule 1. Debtor does not do business and has not done business under any trade name or trade name, or prior to commencing to use an assumed fictitious business name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW NURSING, LLC will register or has registered the trade name “Stone County Nursing and Rehab” and will operate the business under such nameexcept as disclosed on Schedule 2 attached hereto.
(d) If any All information heretofore, herein or hereafter furnished to Secured Party by or on behalf of Debtor with respect to the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 and made a part hereof.
(e) If Debtor does not have a record interest in the real estate described above, the record owner is indicated on the attached Schedule 2.
(f) Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is the sole owner of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.
(g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. Debtor will deposit such insurance policies with Secured Party. Debtor hereby assigns to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, at Secured Party’s option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral. If Debtor fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party.
(h) Debtor represents and warrants to Secured Party that all financial statements and credit applications delivered by Debtor to Secured Party accurately reflect the financial condition and operations of Debtor at the times and for the periods therein stated. So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party within 90 days after the end of each of Debtor’s fiscal years, a complete and accurate copy of Debtor’s compiled financial statements, including consolidated statements of cash flow, and a consolidated balance sheet and statement of income, together with all schedules, showing the consolidated financial position of Debtor at the close of such fiscal year, and concurrently therewith a certificate of its Manager or chief financial officer to the effect that such officer is not aware of any condition or event which constitutes a default under this Agreement or under any notes or other obligations of Debtor or which, with the mere passage of time or notice, or both, would constitute a default under this Agreement.
(i) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s rights shall operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code.
(j) Debtor will maintain the Collateral in good condition and repair and will pay promptly be accurate and complete in all taxes, levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal business hours to inspect the Collateral or the books and records thereofmaterial respects.
(k) Debtor agrees to pay on demand, all expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party in such order of preference as Secured Party shall determine.
(l) Debtor hereby agrees to faithfully preserve and protect Secured Party’s security interest in the Collateral at all times, and further agrees to execute and deliver, from time to time, any and all further, or other, documents, instruments, continuation statements and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor’s expense, representatives of Secured Party to inspect and make copies of the books and records of Debtor relating to the Collateral at any reasonable time during normal business hours upon prior written notice.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor expressly represents, warrants and covenants as follows:
(a) The address appearing with Debtor’s 's signature below is the address of Debtor’s 's chief executive office or, if Debtor has no place of business, Debtor’s 's residence. If the Collateral is not located at Debtor’s 's address appearing below, it will be located at: 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000[Not Applicable].
(b) If Debtor does not keep the records concerning the Collateral and concerning accounts, general intangibles, mobile goods and contract rights at the address appearing below, these records will be located at: 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000[Not Applicable].
(c) Debtor will give Secured Party sixty (601) thirty (30) days prior written notice of any change in (i) Debtor’s 's chief executive office (or, if Debtor has no place of business, Debtor’s 's residence), the location of the Collateral or the location of the records described above, or (ii) the ownership of Debtor’s business, (iii) the principals responsible for the management of Debtor’s 's business, (iii) Debtor's corporate structure or identity (other than the contemplated conversion to a for-profit corporation; provided, however, Debtor shall provide written notice to Secured Party of any such conversion within thirty (30) days after it is completed), and (iv) Debtor’s corporate structure or identity, or (v) Debtor’s 's name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW NURSINGAgreement and (2), LLC will register if Debtor is a for-profit corporation, prompt written notice of the sale by any Initial DV MF shareholder of Debtor of any shares of the stock representing five percent (5%) or has registered more of the trade name “Stone County Nursing and Rehab” and will operate the business under such nameoutstanding stock of Debtor (other than shares transferred or issued in conjunction with a contemplated conversion as provided in (c)(1)(iii) above).
(d) If any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 and made a part hereof.
(e) If Debtor does not have a record interest in the real estate described above, the record owner is indicated on the attached Schedule 2.
(f) Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance (other than inchoate tax liens with respect to taxes not yet due and payable) on or otherwise dispose of the Collateral, other than its (i) inventory in the ordinary course of its business and (ii) equipment no longer used or useful in Debtor's business; provided, however, Debtor shall not dispose of any such equipment with an aggregate value in excess of $500,000 in any one calendar year. Debtor represents and warrants that Debtor is the sole owner of the Collateral, free and clear of all liens, charges, interests, and encumbrancesencumbrances (other than inchoate tax liens with respect to taxes not yet due and payable), other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.
(g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be reasonably acceptable to Secured Party, with loss payable and additional insured clauses with respect to the Collateral in favor of Secured Party as are reasonably satisfactory to Secured Party. Debtor will deposit such insurance policies (or certified copies of such insurance policies) with Secured Party. Debtor hereby assigns Party which policies shall contain the insurer's agreement to give Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon thirty (30) days' prior written notice before cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so dueor material change thereof. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, may (1) at Secured Party’s 's option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral or (2) at Debtor's option, be used for the purpose of repairing, replacing or restoring the Collateral with similar equipment that is of equal or greater value and utility at a cost not to exceed $500,000 or if the cost is equal to or greater than $500,000, at Debtor's request with the consent of Secured Party, which consent shall not be unreasonably withheld; any replacements hereunder will be deemed to become part of the Collateral and Debtor agrees to execute and timely deliver to Secured Party financing statements or any other documents Secured Party deems necessary to perfect or protect Secured Party's security interest in the Collateral. If Debtor fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, upon ten (10) days' prior written notice to Debtor, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party.
(h) Debtor represents and warrants to Secured Party that all financial statements and credit applications delivered by Debtor to Secured Party accurately reflect in all material respects the financial condition and operations of Debtor at the times and for the periods therein stated. So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party (1) within 90 ninety (90) days after the end of each of Debtor’s 's fiscal yearsquarters, a complete and accurate copy of Debtor’s compiled 's financial statements, including consolidated statements of cash flow, and a consolidated balance sheet and statement of income, together with all schedules, and (2) within one hundred and twenty (120) days after the end of each of Debtor's fiscal years, a complete and accurate copy of Debtor's audited financial statements, including consolidated statements of cash flow, and a consolidated balance sheet and statement of income, together with all schedules, all prepared in accordance with generally accepted accounting principles by independent certified public accountants reasonably acceptable to Secured Party, showing the consolidated financial position of Debtor at the close of such fiscal yearquarter, and concurrently therewith a certificate of its Manager president or chief financial officer to the effect that such officer is not aware Initial DV MF of any condition or event which constitutes a default under this Agreement or under any notes or other obligations of Debtor or which, with the mere passage of time or notice, or both, would constitute a default under this Agreement.
(i) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s 's rights shall operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code.
(j) Debtor will maintain the Collateral in good condition and repair repair, ordinary wear and tear excepted, and will pay promptly all taxes, levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, upon ten (10) days' prior written notice, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to timetime but no more than once per quarter, upon the reasonable request of Secured PartyParty and upon reasonable prior notice, give any representative of Secured Party access during normal business hours to inspect the Collateral or the books and records thereof.
(k) Debtor agrees to pay to Secured Party on demand, demand all reasonable expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party in such order of preference as Secured Party shall reasonably determine.
(l) Debtor hereby agrees to faithfully preserve and protect Secured Party’s 's first priority security interest in the Collateral at all times, and further agrees to execute and deliver, from time to time, any and all further, or other, documents, instruments, continuation statements and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor’s expense, representatives of Secured Party to inspect and make copies of the books and records of Debtor relating to the Collateral at any reasonable time during normal business hours upon prior written notice.
Appears in 1 contract
Samples: Security Agreement (Board of Trade of the City of Chicago Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor expressly represents, warrants and covenants as follows:
(a) The address appearing with Debtor’s signature below is the address of Debtor’s chief executive office or, if Debtor has no place of business, Debtor’s residence. If the Collateral is not located at Debtor’s address appearing below, it will be located at: 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx XxxxXxxxxx, Xxxxxxxx 0000000000 or wherever located.
(b) If Debtor does not keep the records concerning the Collateral and concerning general intangibles, mobile goods and contract rights at the address appearing below, these records will be located at: 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx XxxxXxxxxx, Xxxxxxxx 0000000000 or wherever located.
(c) Debtor will give Secured Party sixty (60) days prior written notice of any change in (i) Debtor’s chief executive office (or, if Debtor has no place of business, Debtor’s residence), the location of the Collateral or the location of the records described above, or (ii) the ownership of Debtor’s business, (iii) the principals responsible for the management of Debtor’s business, (iv) Debtor’s corporate structure or identity, or (v) Debtor’s name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW NURSINGHomestead Nursing, LLC will register or has registered the trade name “Stone County Homestead Manor Nursing and RehabHome” and will operate the business under such name.
(d) If any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 and made a part hereof.
(e) If Debtor does not have a record interest in the real estate described above, the record owner is indicated on the attached Schedule 2.
(f) Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is the sole owner of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.
(g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. Debtor will deposit such insurance policies with Secured Party. Debtor hereby assigns to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, at Secured Party’s option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral. If Debtor fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party.
(h) Debtor represents and warrants to Secured Party that all financial statements and credit applications delivered by Debtor to Secured Party accurately reflect the financial condition and operations of Debtor at the times and for the periods therein stated. So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party within 90 days after the end of each of Debtor’s fiscal years, a complete and accurate copy of Debtor’s compiled financial statements, including consolidated statements of cash flow, and a consolidated balance sheet and statement of income, together with all schedules, showing the consolidated financial position of Debtor at the close of such fiscal year, and concurrently therewith a certificate of its Manager or chief financial officer to the effect that such officer is not aware of any condition or event which constitutes a default under this Agreement or under any notes or other obligations of Debtor or which, with the mere passage of time or notice, or both, would constitute a default under this AgreementAgreement or a default under any such franchise agreement or under any notes or other obligations of Debtor.
(i) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s rights shall operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code.
(j) Debtor will maintain the Collateral in good condition and repair and will pay promptly all taxes, levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal business hours to inspect the Collateral or the books and records thereof.
(k) Debtor agrees to pay on demand, all expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party in such order of preference as Secured Party shall determine.
(l) Debtor hereby agrees to faithfully preserve and protect Secured Party’s security interest in the Collateral at all times, and further agrees to execute and deliver, from time to time, any and all further, or other, documents, instruments, continuation statements and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor’s expense, representatives of Secured Party to inspect and make copies of the books and records of Debtor relating to the Collateral at any reasonable time during normal business hours upon prior written notice.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor expressly represents, warrants and covenants as follows:
(a) The address appearing with Debtor’s signature below is the address of Debtor’s chief executive office or, if Debtor has no place of business, Debtor’s residence. If the Collateral is not located at Debtor’s address appearing below, it will be located at: 000 Xxx 0000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx Xxxx, Xxxxxxxx 00000.
(b) If Debtor does not keep the records concerning the Collateral and concerning general intangibles, mobile goods and contract rights at the address appearing below, these records will be located at: 000 Xxx 0000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx Xxxx, Xxxxxxxx 00000.
(c) Debtor will give Secured Party sixty (60) days prior written notice of any change in (i) Debtor’s chief executive office (or, if Debtor has no place of business, Debtor’s residence), the location of the Collateral or the location of the records described above, or (ii) the ownership of Debtor’s business, (iii) the principals responsible for the management of Debtor’s business, (iv) Debtor’s corporate structure or identity, or (v) Debtor’s name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW Debtor’s affiliate, APH&R NURSING, LLC will register or has registered the trade name “Stone County Nursing and RehabAbington Place Health & Rehab Center” and will operate the business under such name.
(d) If any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 and made a part hereof.
(e) If Debtor does not have a record interest in the real estate described above, the record owner is indicated on the attached Schedule 2.
(f) Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is the sole owner of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.
(g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. Debtor will deposit such insurance policies with Secured Party. Debtor hereby assigns to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, at Secured Party’s option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral. If Debtor fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party.
(h) Debtor represents and warrants to Secured Party that all financial statements and credit applications delivered by Debtor to Secured Party accurately reflect the financial condition and operations of Debtor at the times and for the periods therein stated. So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party within 90 days after the end of each of Debtor’s fiscal years, a complete and accurate copy of Debtor’s compiled financial statements, including consolidated statements of cash flow, and a consolidated balance sheet and statement of income, together with all schedules, showing the consolidated financial position of Debtor at the close of such fiscal year, and concurrently therewith a certificate of its Manager or chief financial officer to the effect that such officer is not aware of any condition or event which constitutes a default under this Agreement or under any notes or other obligations of Debtor or which, with the mere passage of time or notice, or both, would constitute a default under this Agreement.
(i) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s rights shall operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code.
(j) Debtor will maintain the Collateral in good condition and repair and will pay promptly all taxes, levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal business hours to inspect the Collateral or the books and records thereof.
(k) Debtor agrees to pay on demand, all expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party in such order of preference as Secured Party shall determine.
(l) Debtor hereby agrees to faithfully preserve and protect Secured Party’s security interest in the Collateral at all times, and further agrees to execute and deliver, from time to time, any and all further, or other, documents, instruments, continuation statements and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor’s expense, representatives of Secured Party to inspect and make copies of the books and records of Debtor relating to the Collateral at any reasonable time during normal business hours upon prior written notice.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor expressly represents, warrants and covenants as follows:
(a) The address appearing with Debtor’s 's signature below is the address of Debtor’s chief executive office or, if Debtor has no place of business, Debtor’s residence's principal office. If any part of the Collateral is not located at Debtor’s address appearing below's principal office, it will be located at: 000 Xxx Xxxxx Xxxxxxat such other locations as Debtor, Xxxxxxxx Xxxxor any other entity affiliated with Debtor, Xxxxxxxx 00000may utilize in its business from time to time, and Debtor hereby covenants to notify Secured Party of any such additional location(s).
(b) If Debtor does not keep the records concerning the Collateral and concerning accounts, general intangibles, mobile goods and contract rights at the address appearing belowDebtor’s principal office, these records same will be located at: 000 Xxx Xxxxx Xxxxxxat such other locations as Debtor, Xxxxxxxx Xxxxor any other entity affiliated with Debtor, Xxxxxxxx 00000may utilize in its business from time to time, and Debtor hereby covenants to notify Secured Party of any such additional location(s).
(c) Debtor will give Secured Party sixty (60) days prior written notice of any change in (i) Debtor’s chief executive office (or, if Debtor has no place of business, Debtor’s residence)'s principal office, the location of the Collateral or the location of the records described above, or (ii) the ownership Ownership of Debtor’s 's business, (iii) the principals responsible for the management of Debtor’s 's business, (iv) Debtor’s corporate 's company structure or identity, or (v) Debtor’s 's name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW NURSING, LLC will register or has registered the trade name “Stone County Nursing and Rehab” and will operate the business under such name.
(d) If any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 and made a part hereof.
(e) If Debtor does not have a record interest in the real estate described above, the record owner Owner is indicated on the attached Schedule 2.
(f) Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is and/or one or more of the sole owner Guarantor are the owners of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.
(g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, and the Secured Party hereby acknowledges that the current levels of insurance maintained by Debtor are acceptable for the first year of the Loan, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. Debtor will deposit such insurance policies with Secured Party. Debtor hereby assigns to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, at Secured Party’s 's option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral. Notwithstanding the foregoing, if there is no default under the Loan, at the request of the Debtor, and upon the approval of Secured Party in its sole discretion, amounts received by Secured Party in payment of insurance losses or return of unearned premium shall be used for the purpose of repairing, replacing or restoring the Collateral. If Debtor fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party.
(h) Debtor represents and warrants to Secured Party that all financial statements statements, income tax returns and credit applications information delivered by Debtor to Secured Party accurately reflect the financial condition and operations of Debtor at the times and for the periods therein stated. So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party within 90 one hundred twenty (120) calendar days after the end of each of DebtorBorrower’s fiscal years, a complete and accurate copy of Debtorthe consolidated audited financial statements (with notes) of Borrower’s compiled financial statementsparent, the Guarantor which is Celsius Holdings, Inc., a Nevada corporation, prepared by an independent certified public accountant acceptable to Secured party (“CPA”), including consolidated statements of cash flow, and a consolidated balance sheet and statement of income, together with all schedules, showing all prepared in accordance with generally accepted accounting principles (“GAAP”). Debtor and the consolidated financial position guarantor of Debtor at the close of such fiscal year, and concurrently therewith Loan ( “Guarantor”) shall provide Secured Party with a certificate copy of its Manager federal income tax return within fifteen (15) days of filing (including all schedules and extensions). Debtor shall also provide internally prepared condensed monthly statements without notes but otherwise meeting all the requirements of the annual statements no later than thirty (30) days after each month end and internally prepared condensed quarterly financial statements with partial notes (which are included included in the Form 10-Q) but otherwise meeting all the requirements of the annual statements no later than forty five (45) days after the end of each fiscal quarter end or chief such other date as requested by Secured Party for statements other than the quarterly statements, acceptable to Security Party and its accountants as well as financial officer to the effect statements at such other times as requested by Security Party. The financial reporting for Guarantor shall be consistent with that such officer is not aware of any condition or event which constitutes a default under this Agreement or under any notes or other obligations of Debtor or which, with the mere passage of time or notice, or both, would constitute a default under this AgreementDebtor.
(i) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s 's rights shall operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code.
(j) Debtor will maintain the Collateral in good condition and repair repair, reasonable wear and tear excepted, and will pay promptly all taxes, levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal business hours to inspect the Collateral or the books and records thereof.
(k) Debtor agrees to pay to Secured Party on demand, demand all expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party in such order of preference as Secured Party shall determine.
(l) Debtor hereby agrees to faithfully preserve and protect Secured Party’s 's security interest in the Collateral at all times, and further agrees to execute and deliver, from time to time, any and all further, or other, documents, instruments, continuation statements and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor’s 's expense, representatives of Secured Party to inspect and make copies of the books and records of Debtor relating to the Collateral at any reasonable time during normal business hours or times upon prior written notice.
Appears in 1 contract
Samples: Loan and Security Agreement (Celsius Holdings, Inc.)
