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. The Debtor represents and warrants to the Secured Party and agrees with the Secured Party that: (a) all of the Collateral is and will continue to be owned by the Debtor free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Secured Party's Liens in the Collateral of the Debtor will not be subject to any prior Lien, except Permitted Liens; (c) the Debtor will use, store, and maintain the Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (d) the Debtor will not, without the Secured Party'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 and sales of Equipment as permitted by Section 2.11(c). The inclusion of proceeds in the Collateral shall not be deemed to constitute the Secured Party's consent to any sale or other disposition of the Collateral except as expressly permitted herein.

Appears in 2 contracts

Samples: Security Agreement (Peapod Inc), Security Agreement (Royal Ahold)

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Title to, Liens on, and Sale and Use of Collateral. The Debtor Each Loan Party represents and warrants to the Secured Party Agent and the Lenders and agrees with the Secured Party Agent and the Lenders that: (a) all of the Collateral is and will continue to be owned by the Debtor such Loan Party free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Secured PartyAgent's Liens in the Collateral of the Debtor will not be subject to any prior Lien, except Lien other than Permitted Liens; (c) the Debtor such Loan Party will use, store, and maintain the Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (d) the Debtor such Loan Party will not, without the Secured PartyAgent's prior written approval, sell, sell or dispose of of, or permit the sale or disposition of of, any of the Collateral except for sales of Inventory in the ordinary course of business and sales of Equipment as permitted by Section 2.11(c)SECTION 6.11 and SECTION 9.19. The inclusion of proceeds in the Collateral shall not be deemed to constitute the Secured PartyAgent'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 (Pentacon Inc)

Title to, Liens on, and Sale and Use of Collateral. The Debtor Each Loan Party represents and warrants to the Secured Party Agent and the Lenders and agrees with the Secured Party Agent and the Lenders that: (a) all of the Collateral is and will continue to be owned by the Debtor it free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Secured PartyAgent's Liens in the Collateral of the Debtor will not be subject to any prior LienLien (other than Permitted Liens described in clause (a), except Permitted Liens(d), (e), (h) or (j) of the definition of such term); (c) the Debtor it will use, store, and maintain the Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (d) the Debtor it will not, without the Secured PartyAgent'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 and sales of Equipment as permitted by Section 2.11(c)6.11. The inclusion of proceeds in the Collateral shall not be deemed to constitute the Secured PartyAgent'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, Guaranty and Security Agreement (Riddell Sports Inc)

Title to, Liens on, and Sale and Use of Collateral. The Debtor Each Credit Party represents and warrants to the Secured Party Administrative Agent and the Lenders and agrees with the Secured Party Administrative Agent and the Lenders that: (a) all of the Collateral is and will continue to be owned by the Debtor such Credit Party free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Secured PartyAdministrative Agent's Liens in the Collateral of the Debtor will not be subject to any prior Lien, except Permitted Liens; (c) the Debtor such Credit Party will use, store, and maintain the Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (d) the Debtor such Credit Party will not, without the Secured PartyAdministrative 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 and other asset sales of Equipment as permitted by Section 2.11(c)9.9. The inclusion of proceeds in the Collateral shall not be deemed to constitute the Secured PartyAdministrative 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: Credit Agreement (Ames Department Stores Inc)

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Title to, Liens on, and Sale and Use of Collateral. The Debtor Each Loan Party represents and warrants to the Secured Party Parties and agrees with the Secured Party Parties that: (a) all of the its Collateral is and will continue to be owned or possessed by the Debtor such Loan Party free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Secured Party's Collateral Agent’s Liens in the Collateral of the Debtor will not be subject to any prior LienLien except with respect to the Lien in favor of the Term Loan Agent in respect of Term Priority Collateral to the extent expressly provided for in the Intercreditor Agreement and for those Liens identified, except and to the limited extent provided, in clauses (e), (f), and (i) of the definition of Permitted Liens; (c) the Debtor such Loan Party will use, store, and maintain the Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (d) the Debtor such Loan Party will not, without the Secured Party's Collateral Agent’s prior written approval, sell, sell or dispose of of, or permit the sale or disposition of of, any of the Collateral except for (x) sales of Inventory in the ordinary course of business and sales of Equipment or (y) as otherwise permitted by Section 2.11(c). The inclusion of proceeds in the Collateral shall not be deemed to constitute the Secured Party's consent to any sale or other disposition of the Collateral except as expressly permitted hereinthis Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (EveryWare Global, Inc.)

Title to, Liens on, and Sale and Use of Collateral. The Debtor Each Loan Party represents and warrants to the Secured Party Agent and the Lenders and agrees with the Secured Party Agent and the Lenders that: (a) all of the Collateral is and will continue to be owned by the Debtor such Loan Party free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Secured PartyAgent's Liens in the Collateral of the Debtor will not be subject to any prior Lien, except Permitted Liens; (c) the Debtor such Loan Party will use, store, and maintain the Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (d) the Debtor such Loan Party will not, without the Secured PartyAgent'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 and sales of Equipment as permitted by Section 2.11(c)6.11. The inclusion of proceeds in the Collateral shall not be deemed to constitute the Secured PartyAgent'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 (Parker Drilling Co /De/)

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