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.
(b) None of the Intellectual Property Collateral is or shall become subject to any Lien in favor of any Person other than the Secured Party and except for any Permitted Liens, and the Debtor agrees that it shall not license, transfer, convey or encumber any interest in or to the Intellectual Property Collateral. Notwithstanding the foregoing, the Debtor shall be permitted to license any of the Intellectual Property Collateral in the ordinary course of business on commercially reasonable terms and conditions. Any license of the Intellectual Property Collateral granted by the Debtor (each, a "License") shall be in writing and shall reserve all rights in the Debtor except those reasonably necessary in the ordinary course of business to fulfill the permitted purposes herein. The Debtor shall cause a copy of each License to be delivered to the Secured Party within thirty (30) days of execution by all parties thereto.
(c) Except as disclosed in Schedule D hereto, the Debtor has made no previous assignment, transfer or agreement materially in conflict herewith or constituting a present or future assignment, transfer, or encumbrance of any of the Intellectual Property Collateral.
(d) Except as disclosed in Schedule D hereto, there is no financing statement or other document or instrument now signed or on file in any public office granting a security interest in or otherwise encumbering any part of the Intellectual Property Collateral, except those showing the Secured Party as secured party. So long as any Obligations remain outstanding, the Debtor will not execute, and there will not be on file in any public office, any such financing statement or other document or instruments, except financing statements filed or to be filed in favor of the Secured Party or pursuant to a transaction permitted by the second sentence of Section 2(b).
(e) Subject to any limitation stated therein or in connection therewith, all information furnished to the Secured Party concerning the Intellectual Property Collateral and proceeds thereof is and will be accurate and correct in all material respects.
(f) Except as disclosed in Schedule D hereto, all Intell...
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. The Debtor represents, warrants and covenants that:
(a) The Debtor's Title. The Debtor is, as to all of the Collateral, the owner of the Collateral, which is free from any lien, security interest, or encumbrance, except for immaterial statutory liens, and the Debtor shall defend the Collateral and proceeds and products thereof against any and all claims and demands adverse to the interests of the Secured Party.
Representations, Warranties and Covenants of the Debtor. The Debtor represents and warrants to the other parties that:
(a) this Agreement constitutes its duly authorized, legal, valid, binding and enforceable obligation;
(b) the performance of its obligations under this Agreement and the consummation of the transactions contemplated hereunder will not (i) constitute or result in a breach of its certificate or articles of incorporation or by-laws, or the provisions of any material contract to which it is a party or by which it is bound or (ii) result in the violation of any law, regulation, judgment, decree or governmental order applicable to it; and
(c) all approvals and authorizations required to permit the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained.
Representations, Warranties and Covenants of the Debtor. After giving effect to the Related Transactions, the Debtor represents and warrants to, and covenants with, the Secured Party, for the benefit of the Agents and the Lenders, as follows:
(a) the Debtor has rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after-acquired Collateral, to the Debtor acquiring the same) and no Lien other than Permitted Liens exists or will exist upon such Collateral at any time;
(b) this Agreement is effective to create in favor of the Secured Party, for the benefit of the Agents and the Lenders, a valid security interest in and Lien upon all of the Debtor's right, title and interest in and to the Collateral, and, upon the timely filing of appropriate Uniform Commercial Code financing statements in the jurisdictions listed on Schedule I attached hereto, such security interest will be duly perfected in all the Collateral (other than Instruments not constituting Chattel Paper) to the extent such security interest can be perfected by the filing of such Uniform Commercial Code financing statements, and upon delivery of the Instruments to the Secured Party or its Representative, duly indorsed by the Debtor or accompanied by appropriate instruments of transfer duly executed by the Debtor, the security interest in the Instruments will be duly perfected;
(c) all of the Equipment, Inventory and Goods owned by the Debtor are, when not in use at client sites, being repaired or in transit, located at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I, none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee. Schedule I discloses the Debtor's name as of the date hereof as it appears in official filings in the state of its incorporation, formation or organization, as applicable, the type of entity of the Debtor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by the Debtor's state of incorporation, formation or organization, as applicable (or a statement that no such number has been issued), the Debtor's federal employer identification number, state of incorporation, formation or organization, as applicable, and the chief place of business, chief executive office and the office where the Debtor keeps its books and records. The Debtor has only one state of incorporation, formation o...
Representations, Warranties and Covenants of the Debtor. The Debtor, as of the date hereof, hereby represents, warrants and covenants as follows:
4.1 Except for the Security Interest, as of the execution of the Purchase Agreement, and subject to the representations and warranties of Secured Party contained in the Purchase Agreement, Debtor has good and marketable title to, and is the owner of, the Collateral free from any adverse lien, security interest, claim or encumbrance, and will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein.
4.2 The locations of the offices where the Debtor maintains its books and records concerning the Collateral are as set forth in Schedule 4.2 or at the location(s) hereafter disclosed to the Secured Party pursuant to Section 5 hereof.
4.3 The Debtor is a corporation organized under the laws of Nevada, qualified to do business in Pennsylvania. The Debtor's exact legal name is as set forth in the first paragraph of this Security Agreement. The Debtor agrees that it will preserve its corporate existence and will not, either in one transaction or a series of transactions, merge into or consolidate with any entity or change its name without providing Secured Party thirty (30) days' prior written notice of a proposed change in name.
4.4 The places of business of the Debtor are as set forth on Schedule 4.4. If the Debtor has more than one place of business, the chief executive offices of the Debtor are at the address set forth in Schedule 4.4 or at the location(s) hereafter disclosed to the Secured Party pursuant to Section 5 hereof.
4.5 All Goods, Inventory and Equipment of the Debtor are located at one or more of the addresses set forth in Schedule 4.5 or at the location(s) hereafter disclosed to the Secured Party pursuant to Section 5 hereof.
4.6 Every Account is and will be a good and valid Account representing an undisputed bona fide indebtedness of an account debtor to the Debtor, and there are and will be no defenses, setoffs or counterclaims of any nature whatsoever against any Account; and no agreement, under which any deduction, discount, allowance or special terms of payment may be claimed, has been or will be made with any account debtor without prior notice to the Secured Party.
4.7 Except as enumerated on Schedule 4.7 attached to this Agreement no financing statement covering the Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement.
4.8 The Debtor w...
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 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.
Representations, Warranties and Covenants of the Debtor. In order to induce GBC to enter into this Agreement, Debtor represents and warrants to GBC 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. The Debtor hereby represents and warrants to, and covenants with, the Purchasers and the Secured Party that:
(a) All information supplied and statements made by the Debtor in any financial, credit or accounting statement or provided to the Purchasers and/or the Secured Party prior to, contemporaneously with or subsequent to the execution of this Agreement are and shall be true, correct, complete, valid and genuine in all material respects as of the date made.
(b) The Collateral shall remain in the Debtor's possession or control at all times at the Debtor's risk of loss until (i) sold, licensed or otherwise disposed of in the ordinary course of business, provided that the Secured Party shall be granted a security interest in the proceeds and other consideration received for such Collateral, or (ii) as authorized in writing by the Secured Party pursuant to a Majority Vote (as defined in Section 8 hereof).
(c) Until an Event of Default, the Debtor may use the Collateral in any lawful manner not inconsistent with this Agreement or with the terms or conditions of any policy of insurance thereon and may also sell, license or otherwise dispose of the Collateral in the ordinary course of business. The Secured Party's security interest shall attach to all proceeds of sales, licenses and other dispositions of the Collateral.
(d) The Debtor shall promptly notify the Secured Party in writing of any change in the location of its chief executive office and principal place of business as set forth in the introduction to this Agreement.
(e) The Debtor shall pay prior to delinquency all material taxes, charges, liens and assessments against the Collateral, except those the Debtor is contesting in good faith and for which adequate accruals have been made, and upon the Debtor's failure to do so after ten (10) days' prior written notice, the Secured Party at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. Such payment shall become part of the Obligations secured by this Agreement and shall be paid to the Purchasers by the Debtor immediately and without demand, with interest thereon at the rate set forth in Section 3(c) hereof.
(f) The Debtor shall have and maintain insurance at all times with respect to all Collateral against risks of fire, theft and such other risks as is reasonable for its business and as the Secured Party may reasonably require (but in no event shall the Debtor b...
