THE SEARCH PARTIES Sample Clauses

THE SEARCH PARTIES. The Search Parties jointly and severally represent and warrant to HFG that: A. Search, ACHI, and Newsearch are duly incorporated, validly existing, and in good standing under the laws of Delaware. SFC and ACAC are duly incorporated, validly existing, and in good standing under the laws of Texas. B. Each Search Party has full power and authority to carry on its business as now conducted and as proposed to be conducted, and to execute and perform its Obligations under this agreement and the Loan Documents to which it will be a signatory hereunder. C. The execution, delivery and performance of this agreement by each Search Party, and the execution, delivery and performance of the Notes, the Security Agreements, the Pledge Agreements, and the other Loan Documents by each Search Party that will be a signatory to each such instrument hereunder, have been duly authorized by all requisite corporate action, will not violate the articles of incorporation or bylaws of any Search Party, and do not require any approval of its stockholders. D. Search's only subsidiaries are SFC, ACHI, Newsearch, the Chapter Subsidiaries, and the Non-Chapter Subsidiaries. Search owns and holds all of the issued and outstanding capital stock of all of its subsidiaries. ACHI owns and holds all of the issued and outstanding capital stock of ACAC. Search owns no direct or indirect interest in any other entity. E. Search owns and holds the receivables scheduled in Exhibit A, subject to no encumbrances or adverse claims, except for the portion of the receivables owned and held by Search that is subject to a security interest in favor of GECC under the GECC Loan Agreement, as identified in Exhibit A. The receivables are chattel paper held by Search at its principal place of business in Dallas, Texas. F. SFC owns and holds the receivables shown in Exhibit A, subject to no encumbrances or adverse claims, except for the portion of the receivables owned and held by SFC that is subject to a security interest in favor of GECC under the GECC Loan Agreement, as identified in Exhibit A. The receivables are chattel paper held by SFC at its principal place of business in Dallas, Texas. G. The GECC Loan Agreement has not been amended, and there is no uncured or unwaived default by Search or SFC under the GECC Loan Agreement, or any condition that but for the giving of notice or the passage of time would be a default under the GECC Loan Agreement, except as has been certified in writing to HFG by the Search...
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Related to THE SEARCH PARTIES

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