Representations, Warranties and Covenants of the Debtor. The Debtor represents, warrants and covenants that:
Representations, Warranties and Covenants of the Debtor. In order to induce Silicon to enter into this Agreement, Debtor represents and warrants to Silicon as follows, and Debtor covenants that the following representations will continue to be true, and that Debtor will at all times comply with all of the following covenants:
Representations, Warranties and Covenants of the Debtor. With respect to the Secured Assets, Debtor hereby represents, warrants and covenants to the Secured Party as follows:
Representations, Warranties and Covenants of the Debtor. The Debtor represents and warrants to the other parties that:
Representations, Warranties and Covenants of the Debtor. (a) The Debtor is and will continue to be the owner of all of the Intellectual Property Collateral, free from any adverse claim, security interest, lien or encumbrance in favor of any Person except for the security interest granted to the Secured Party and except for (i) the prior lien of Silicon Valley Bank and (ii) Permitted Liens.
Representations, Warranties and Covenants of the Debtor. The Debtor, as of the date hereof, hereby represents, warrants and covenants as follows:
Representations, Warranties and Covenants of the Debtor. SECTION 3.1 Representations and Warranties of the Debtor.....................................29
Representations, Warranties and Covenants of the Debtor. The Debtor represents, warrants and covenants, and shall be deemed to do so continually as long as this Agreement shall remain in force, that:
Representations, Warranties and Covenants of the Debtor. The Debtor hereby represents and warrants to the Lenders as of the date of this Agreement, as follows: (a) the Debtor is duly organized and validly existing under the laws of the jurisdiction of its organization; (b) the Debtor has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement has been duly executed and delivered by the Debtor; (c) this Agreement is valid, binding and enforceable against the Debtor in accordance with its terms; and, (d) the Debtor has sole, good, valid and material title to the Pledged Stock free from all direct and/or indirect liens, claims, interests, rights of first refusal, encumbrances and/or other clouds on title of any kind whatsoever; (e) Debtor does not and shall not dispute, in any judicial, administrative or other proceeding, the validity, priority, enforceability or extent of Lenders’ liens and security interests in any part of the Pledged Stock nor Lenders’ entitlement to the immediate possession of the Pledged Stock; (f) Debtor is not aware of pending or threatened litigation, or government action against it; (g) Debtor knowingly and freely has entered into this Agreement without any duress, coercion or undue influence exerted by or on behalf of any person including, but not limited to, the Lenders and/or any of their respective affiliates; (h) the execution, delivery, and performance by Debtor of this Agreement does not and will not require any filing or registration with, consent, or authorization or approval of, or notice to, or other action with or by, any court, legislature, agency, board, bureau, commission, instrumentality of any legislative, administrative or regulatory body (in each case whether federal, state, local, foreign or domestic or any agreement), other than such filings as may be required to evidence the transfer of the Pledged Stock; (i) no party other than Lenders and the Debtor (prior to the execution of this Agreement) has any claim or interest in or to the Pledged Stock, and, that, upon execution hereof, Lenders shall have full, sole, good, valid and material legal title to the Pledged Stock and are entitled to the immediate transfer by Debtor of the Pledged Stock free from all direct and/or indirect liens, claims, interests, rights of first refusal, encumbrances and/or other clouds on title of any kind whatsoever; (j) Debtor owns (beneficially and of record) and has not assigned or transferred to any other pe...
Representations, Warranties and Covenants of the Debtor. The Debtor shall follow the principle of good faith and before full repayment of the Settlement Proceeds: 1) the Debtor shall make its best efforts to ensure the legitimacy of its assets and the normal operation of its business; 2) the Debtor shall make its best efforts to maintain the value of its assets (except as impacted by market factors); 3) without the consent of the Creditor, the Debtor shall not dispose or transfer its significant assets or significant receivables at a low price which would adversely affect the interest of the Creditor; 4) the Debtor shall not cause the occurrence of any corporate actions that would substantially affect its ability to perform its payment obligations under this Settlement Agreement; and 5) the Debtor shall notify the Creditor in the event that it has a plan to merge, divide, change the company’s form, dissolve or make a significant investment.
