REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. As a material inducement to the Operating Partnership to enter into this Agreement and to consummate the transactions contemplated hereby, the Grantor hereby makes to the Operating Partnership each of the representations and warranties set forth in this Article III, which representations and warranties (unless otherwise noted) are true as of the date hereof. As a condition to the Operating Partnership's obligation to purchase the Interests after the exercise of the Option, such representations and warranties must be true as of the Closing Date.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor represents and warrants to, and covenants with, the Secured Party as follows:
(a) The Grantor 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 Grantor acquiring the same) and no Lien other than (x) with respect to the Collateral other than the Pledged Collateral, Permitted Liens, and (y) with respect to the Pledged Collateral, the Permitted Liens described in clause (A) or (N) of the definition thereof, in either case, exists or will exist upon such Collateral at any time.
(b) This Agreement is the legal, valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought.
(c) This Agreement is effective to create in favor of the Secured Party a valid security interest in and Lien upon all of the Grantor’s right, title and interest in and to the Collateral, and upon (i) the filing of appropriate UCC financing statements in the jurisdictions listed on Schedule I attached hereto, (ii) each Deposit Account being subject to a Control Agreement (as hereinafter defined) among the Grantor, depository institution and the Secured Party on behalf of the Holders, (iii) filings in the United States Patent and Trademark Office or United States Copyright Office with respect to Collateral that is Patents, Trademarks or Copyrights, as the case may be, (iv) the filing of the Mortgages in the jurisdictions listed on Schedule I hereto, (v) the delivery to the Secured Party of the Pledged Collateral together with assignments in blank, (vi) the security interest created hereby being noted on each certificate of title evidencing the ownership of any Motor Vehicle in accordance with Section 4.1(d) hereof, (vii) delivery to the Secured Party or its Representative of Instruments duly endorsed by the Grantor or accompanied by appropriate instruments of transfer duly executed by the Grantor with respect to Instruments not constituting Chattel Paper and (viii) the consent of the issuer and any confirmer of any letter of cred...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. (a) Except as otherwise provided in this Agreement, the Grantor 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 Lender and except for 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 Lender and except for any Permitted Liens, and the Grantor agrees that it shall not license, transfer, convey or encumber any interest in or to the Intellectual Property Collateral, except for: (i) licenses of Intellectual Property Collateral granted in the ordinary course of the business of the Grantor; (ii) transfers or conveyances of Intellectual Property Collateral not otherwise permitted under this Agreement for consideration not to exceed an amount in any fiscal year of the Grantor in excess of ten percent (10%) of the Grantor's gross revenues for the prior fiscal year and provided that (1) adequate consideration is received and (2) the Board of Directors determines it is in the best interest of the corporation; (iii) licenses, transfers, conveyances or encumbrances of Intellectual Property Collateral as described in Schedule E hereto; (iv) licenses for use outside of the United States; and (v) any other licenses, transfers, conveyances or encumbrances of Intellectual Property Collateral requested by the Grantor and consented to by the Lender (any such consent not to be unreasonably withheld). Any license of the Intellectual Property Collateral granted by the Grantor (each, a "License") shall be in writing and shall reserve all rights in the Grantor except those reasonably necessary in the ordinary course of business to fulfill the permitted purposes herein. The Grantor shall cause a copy of each License to be delivered to the Lender within thirty (30) days of execution by all parties thereto.
(c) Except as disclosed in Schedule D hereto, the Grantor has made no previous assignment, transfer or agreement 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 ...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor hereby represents, warrants, and covenants as follows:
(a) The Grantor is the legal and equitable owner of the Collateral and holds the Collateral free and clear of all liens, charges, encumbrances and security interests of every kind and nature whatsoever except for the security interest granted hereunder to the Collateral Agent; provided, however, that the Collateral is governed by the terms of the Escrow Agreement. The Grantor has good right and legal authority to assign, deliver and/or create a security interest in the Collateral and shall defend its title to the Collateral against all claims of all other persons or entities. The Grantor (i) shall be solely responsible for the payment of, and shall promptly pay and discharge, or shall cause to be paid and discharged, all taxes, assessments and other governmental charges or levies, liens, premiums and other charges imposed upon the Collateral or upon the income from the Collateral, (ii) shall file in a timely manner all tax returns and reports required to be filed in connection therewith and (iii) shall indemnify and hold the Collateral Agent harmless from and against all such taxes, assessments and other governmental charges or levies (including interest and penalties) and all costs and expenses incurred by the Collateral Agent in connection therewith. The Grantor further agrees not to assign this Agreement, not to assign, lease or grant any option or similar right with respect to, any of the Collateral or any part thereof, and not to create, incur, assume or suffer to exist any mortgage, pledge, security interest, lien or other charge or encumbrance upon, any of the Collateral, or enter into any agreement preventing it from encumbering any the Collateral, other than pledges and security interests in favor of the Collateral Agent.
(b) The Grantor agrees to deliver to the Securities Intermediary and place under the Collateral Agent’s control any and all stock dividends, warrants, options, rights, substituted shares or other securities distributed on account of the Collateral or received on account of the exercise by the Grantor of any option, warrant or right appertaining to any security constituting part of the Collateral. In case such a distribution of stock dividends, warrants, options, rights, substituted shares or other securities is made directly to the Collateral Agent, the Grantor will execute such assignments and other documents as the Collateral Agent may require in order to adequa...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. 11.1. The Grantor hereby represents, warrants and covenants in favour of the Grantee and each of the Holders as follows:
11.1.1. The Grantor is and shall (until it is dissolved) remain a corporation duly incorporated and validly existing under the laws of England and Wales and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor agrees, covenants, represents and warrants as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. (a) The Grantor 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 Lender and except for 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 Lender and except for any Permitted Liens, and the Grantor agrees that it shall not license, transfer, convey or encumber any interest in or to the Intellectual Property Collateral, except for licenses for use outside of the United States. Notwithstanding the foregoing, the Grantor shall be permitted to license any of the Trademarks on a non-exclusive basis in the ordinary course of business to (i) third parties for the sole purpose of manufacturing, marketing, advertising, distributing, or selling goods that are not manufactured, marketed, advertised, distributed, or sold by the Grantor, or (ii) third parties that do not manufacture, market, advertise, distribute, or sell goods in the United States or to others for sale in the United States. Any license of the Intellectual Property Collateral granted by the Grantor (each, a "License") shall be in writing and shall reserve all rights in the Grantor except those reasonably necessary in the ordinary course of business to fulfill the permitted purposes herein. The Grantor shall cause a copy of each License to be delivered to the Lender within thirty (30) days of execution by all parties thereto.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor incorporates by reference its representations, warranties, covenants and agreements relating to the Collateral as more fully set forth in the Loan Agreement and the following:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor incorporates by reference its representations, warranties, covenants and agreements relating to the Collateral as more fully set forth in the Loan Agreement and the following:
(a) No Additional Trademarks. As of the date hereof, the Grantor does not own any Trademarks, or have any Trademarks registered in or the subject of pending applications in the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, other than those grants, registrations or applications for registrations listed on Schedules A annexed hereto and made a part hereof.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. (a) The Grantor is and will continue to be the owner of all of the Intellectual Property Collateral, except as set forth in Schedule D, free from any adverse claim, security interest, lien or encumbrance in favor of any Person except for the security interest granted to the Lender and except for Permitted Liens.
