Common use of Title to, Liens on, and Sale and Use of Collateral Clause in Contracts

Title to, Liens on, and Sale and Use of Collateral. Each Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders t hat: (a) all of the assets of that Borrower are and will continue to be owned by such Borrower free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Agent's Liens in the Collateral with respect to such Borrower will not be subject to any prior Lien; (c) such Borrower will use, store, and maintain the Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (d) such Borrower will not, without the Agent's prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral except for sales of Inventory in the ordinary course of business. The inclusion of proceeds in the Collateral shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral except as expressly permitted herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Waxman Industries Inc)

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Title to, Liens on, and Sale and Use of Collateral. Each The Borrower ------------------------------------------------------ represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders t hatthat: (a) all of the assets of that Borrower are Collateral is and will continue to be owned by such the Borrower free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Agent's Liens in the Collateral with respect to such Borrower will not be subject to any prior Lien; (c) such the Borrower will use, store, and maintain the Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (d) such the Borrower will not, without the Agent's prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral except for sales for scrap of excess or no-movement Inventory and other Inventory in the ordinary course of business. The inclusion of proceeds in the Collateral shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral except as expressly permitted herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Advanced Micro Devices Inc)

Title to, Liens on, and Sale and Use of Collateral. Each Borrower Option Care Person represents and warrants to to, and each Option Care Person covenants with, the Agent and the Lenders and agrees with the Agent and the Lenders t hatLender that: (a) all of the assets of that Borrower are Collateral is and will shall continue to be owned by such Borrower the Option Care Persons free and clear of all Liens whatsoever, except for the Security Interest and other Permitted Liens; (b) the Agent's Liens in the Collateral with respect to such Borrower will Security Interest is not and shall not be subject to any prior Lien; (c) such Borrower will each Option Care Person shall use, store, and maintain the Collateral with all reasonable care and will shall use such the Collateral for lawful purposes only; and (d) such Borrower will notno Option Care Person shall, without the AgentLender's prior written approval, sell, lease, or dispose of or permit the sale or disposition of any of the Collateral or any portion thereof, except for sales of Inventory in the ordinary course of businessbusiness and as permitted by SECTION 7.12. The inclusion of proceeds Proceeds in the Collateral shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral except as expressly permitted herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Option Care Inc/De)

Title to, Liens on, and Sale and Use of Collateral. Each The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders t hatthat: (a) all of the assets of that Borrower are Collateral is and will continue to be owned by such the Borrower free and clear of all Liens whatsoever, except for the Permitted LiensLiens described in clauses (a), (c) and (e) of the definition thereof; (b) the Agent's Liens in the Collateral with respect to such Borrower will not be subject to any prior Lien; (c) such the Borrower will use, store, and maintain the Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (d) such the Borrower will not, without the Agent's prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral except for sales of Inventory in the ordinary course of businessbusiness of Inventory and sales to WRI of WRI Assets. The inclusion of proceeds in the Collateral shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral except as expressly permitted herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Weirton Steel Corp)

Title to, Liens on, and Sale and Use of Collateral. Each Borrower Option Care Person represents and warrants to the Agent to, and each Option Care Person covenants with, the Lenders and agrees with the Lenders' Agent and the Lenders t hatthat: (a) all of the assets of that Borrower are Collateral is and will shall continue to be owned by such Borrower the Option Care Persons free and clear of all Liens whatsoever, except for the Security Interest and other Permitted Liens; (b) the Agent's Liens in the Collateral with respect to such Borrower will Security Interest is not and shall not be subject to any prior Lien; (c) such Borrower will each Option Care Person shall use, store, and maintain the Collateral with all reasonable care and will shall use such the Collateral for lawful purposes only; and (d) such Borrower will notno Option Care Person shall, without the Agent's prior written approvalapproval of the Lenders, sell, lease, or dispose of or permit the sale or disposition of any of the Collateral or any portion thereof, except for sales of Inventory in the ordinary course of businessbusiness and as permitted by SECTION 7.12. The inclusion of proceeds Proceeds in the Collateral shall not be deemed to constitute the Agent's or any Lender's consent of the Lenders to any sale or other disposition of the Collateral except as expressly permitted herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Option Care Inc/De)

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Title to, Liens on, and Sale and Use of Collateral. Each Borrower Obligor (as to itself only) represents and warrants to the Agent and each of the Lenders and agrees with the Agent and each of the Lenders t hat: that: (a) all of the assets of that Borrower are Collateral is and will continue to be owned by such Borrower the Obligors free and clear of all Liens whatsoever, except for the Agent’s Liens and other Permitted Liens; ; (b) the Agent's ’s Liens in the Collateral with respect to such Borrower will not be subject to any prior Lien; Lien except for Permitted Liens, if any; (c) such Borrower the Obligors will use, store, and maintain the Collateral with all reasonable care and will use such its Collateral for lawful purposes only; and and (d) such Borrower will notnone of the Obligors will, without the Agent's ’s prior written approval, sell, sell or dispose of or permit the sale or disposition of any of the Collateral its Collateral, except for sales of Inventory in the ordinary course of business. The inclusion of proceeds Proceeds in the Collateral shall not be deemed to constitute the Agent's or any Lender's ’s and/or Lenders’ consent to any sale or other disposition of the its Collateral except as expressly permitted herein.

Appears in 1 contract

Samples: Loan Agreement (Ainsworth Lumber Co LTD)

Title to, Liens on, and Sale and Use of Collateral. Each Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders t hatthat: (a) all of the assets of that Borrower are its Collateral with respect to it is and will continue to be owned by such Borrower it free and clear of all Liens whatsoever, except for the Liens described in clauses (a) and (h) of the definition of Permitted LiensLiens or any other Permitted Lien expressly identified on Schedule 6.4; (b) the Agent's Liens in the Collateral with respect to such Borrower will not be subject to any prior Lien; (c) such Borrower it will use, store, and maintain the its Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (dc) such Borrower it will not, without the Agent's prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral except for sales of Inventory in the ordinary course of business. The inclusion of proceeds in the Collateral shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral except as expressly permitted herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Phar Mor Inc)

Title to, Liens on, and Sale and Use of Collateral. Each The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders t hatLender that: (a) all of the assets of that Borrower are Collateral is and will shall continue to be owned by such the Borrower free and clear of all Liens whatsoever, except for the Security Interest and other Permitted Liens; (b) the Agent's Liens in the Collateral with respect to such Borrower will Security Interest shall not be subject to any prior LienLien except for the Liens described in (c), (e) and (g) of the definition of Permitted Liens; (c) such the Borrower will shall use, store, and maintain the Collateral with all reasonable care and will shall use such the Collateral for lawful purposes only; and (d) such the Borrower will shall not, without the AgentLender's prior written approval, sell, lease, or dispose of or permit the sale or disposition of any of the Collateral or any portion thereof, except for sales of Inventory in the ordinary course of businessbusiness and as permitted by Section 7.12. The inclusion of proceeds Proceeds in the Collateral shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral except as expressly permitted herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Matria Healthcare Inc)

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