Warranties and Covenants of Debtor. Debtor warrants, covenants and agrees that:
(1) Except for the security interest granted hereby, the Debtor is the owner of the Collateral free of any adverse claim, security interest or encumbrance; and the Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or interest therein;
(2) Debtor authorizes the Secured Party to file, in jurisdictions where this authorization will be given effect, a Financing Statement signed only by the Secured Party covering the Collateral; and at the request of Secured Party, the Debtor will join the Secured Party in executing one or more Financing Statements pursuant to the Uniform Commercial Code, in form satisfactory to the Secured Party, and will pay the cost of filing the same or filing or recording the Security Agreement in all public offices wherever filing or recording is deemed by the Secured Party to be necessary or desirable, it being further stipulated in this regard that the Secured Party may also at any time or times sign any counterpart of this Security Agreement signed by the Debtor and file same as a Financing Statement if the Secured Party shall elect to do so;
(3) Debtor will not sell or offer to sell or otherwise transfer or encumber the Collateral or any interest therein without the written consent of the Secured Party; 2
(4) Debtor will keep the Collateral free from any adverse lien, security interest or encumbrances;
(5) Debtor will deliver to the holder of the Obligations additional collateral, upon demand by such holder, if such holder deems the Collateral then held hereon to be insufficient, to properly and amply secure all Obligations secured hereby;
(6) Debtor will pay to Secured Party all expenses and expenditures, including reasonable attorneys' fees and legal expenses, incurred or paid by the Secured Party in exercising or protecting its interest, rights and remedies under this Security Agreement.
(7) At all times during the term of the Note the outstanding principal balance of the Note, together with accrued interest thereon shall not exceed 60% of the value of the Collateral. The term "value of the Collateral" as used herein shall mean the average closing price for the prior sixty (60) day period as quoted on a national securities exchange on which the Collateral is then listed or on an automated quotation system times the number of shares comprising the Collateral. In the event the outstanding principal amount of the Note plus accrued i...
Warranties and Covenants of Debtor. Debtor expressly warrants and covenants:
12.1 Except for the security interests granted in this Security Agreement and for Permitted Liens (as that term is defined on Schedule 2 to the Security Agreement (PFI General - All-Inclusive Security Interest Covering Personal Property) executed of even date herewith between Debtor and Secured Party), Debtor owns, or to the extent that this Security Agreement extends to Collateral acquired after the Effective Date will own, or has or will have rights in the Collateral free from any adverse lien, pledge, security interest or other encumbrance. Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein.
12.2 Debtor’s full and correct legal name is that used in this Agreement. Debtor is organized as a corporation under the laws of the State of Delaware, and if a “registered organization*” its registration/identification number is 4074115. Debtor’s current address for notices and principal place of business, or if Debtor has more than one place of business, its chief executive office, is that stated below for Notices.
12.3 Debtor will not change its legal name, its place(s) of business, its chief executive office location, its address for notice or its registered organization number without first (i) notifying Secured Party at least fifteen (15) days in advance of any such proposed change, and (ii) confirming any such change upon occurrence by notice to Secured Party. Debtor may not change its type of organization, jurisdiction of organization or organization legal structure unless (a) Debtor has provided at least five (5) days’ prior written notice to Secured Party or (b) such change is in connection with Borrower’s initial public offering of common stock.
12.4 Debtor may not, outside the ordinary course of business, sell, pledge, re-pledge, further encumber, destroy or otherwise deal with any Collateral without prior notice to and the written consent of Secured Party (except with respect to Permitted Liens and as otherwise may be permitted in the Lease Agreement or Transaction Documents).
12.5 Debtor will pay timely any taxes and assessments which may be levied or assessed against the Collateral before delinquency; provided that the failure to make any such payments shall not constitute a breach of this covenant unless the aggregate amount of such payments could reasonably be expected to exceed $100,000.
12.6 Except for Permitted Liens, Debtor...
Warranties and Covenants of Debtor. Debtor hereby warrants, covenants and agrees that:
(A) Debtor is the owner of the Collateral free and clear from any adverse claim, security interest or encumbrance save and except only the lien and security interest granted hereby; and Debtor has full power and authority to sell and assign the Collateral and to grant to Secured Party a first and prior security interest therein as herein provided;
(B) Until the Obligations have been paid in full, Debtor will not sell or offer to sell or otherwise transfer or encumber the Collateral or any interest therein, without the prior written consent of Secured Party;
(C) Until the Obligations have been paid in full, Debtor will keep the Collateral free from any liens, security interests or encumbrances save and except only the lien and security interest granted hereby; and
(D) The Debtor shall at all times and from time to time, at Debtors own expense, make, execute, acknowledge, and deliver and file and record in the proper filing and recording places, all such instruments, including appropriate financing statements with respect to the security interests created hereby as may be required by the Uniform Commercial Code and as may be necessary or as Secured Party may reasonably request in order to perfect and preserve the security interests under this Agreement.
Warranties and Covenants of Debtor. Debtor warrants and covenants that:
(a) it is a Limited Liability Company duly organized and in good standing under the laws of the State of Delaware;
(b) it is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned by it makes such qualification necessary;
(c) it is not in default under any provisions of its charter documents;
(d) it has corporate power under applicable laws and under its charter documents to enter into and perform all agreements on its part;
(e) it has been authorized to enter into this Agreement by all necessary and proper corporate action;
(f) the execution and delivery by it of the Note, this Agreement and the agreements herein contained do not contravene or constitute a default under any agreement, indenture, commitment, provision of its charter documents or other requirement of law to which it is a party or by which it is or may be bound;
(g) this Agreement constitute a valid, legal and binding obligation of the Debtor enforceable against the undersigned in accordance with its terms;
(h) Except for the security interest granted hereby, Debtor is the owner of the Collateral free from any adverse lien, security interest or encumbrance; and Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein;
(i) No Financing Statement or other Notice of outstanding grant of collateral interests required under the Laws of the State of Texas covering any of the Collateral or any proceeds thereof is on file in any public office, except in favor of Secured Party. The Debtor shall immediately notify the Secured Party in writing of any change in name, address, identity or corporate structure from that shown in this Agreement and shall also upon demand furnish to the Secured Party such further information and shall execute and deliver to Secured Party such financing statements and other documents in form satisfactory to Secured Party and shall do all such acts and things as Secured Party may at any time or from time to time reasonably request or as may be necessary or appropriate to establish and maintain a perfected security interest in the Collateral as security for the Obligations, subject to no adverse liens or encumbrances; and Debtor will pay the cost of filing the same or filing or recording this agreement in all public offices wherever filing or recording is...
Warranties and Covenants of Debtor. Debtor represents and warrants to, and covenants with Secured Party as follows:
Warranties and Covenants of Debtor. DEBTOR HEREBY REPRESENTS, WARRANTS AND COVENANTS THAT:
Warranties and Covenants of Debtor. Debtor represents and warrants to, and covenants with Secured Party as follows: (a) Any and all advances made in connection with this Agreement shall be applied exclusively to Debtor’s acquisition of the Collateral and any soft costs incurred by Debtor in connection therewith, including without limitation tenant improvements and buildout costs, tooling, equipment especially manufactured for Borrower, freight, installation, sales taxes and other soft costs, all as approved by Secured Party acting in its reasonable discretion; (b) Debtor is and will be the owner of the Collateral and no lien exists or will exist upon such Collateral at any time other than (i) liens in favor of the Secured Party (ii) statutory liens for taxes not yet due; (iii) statutory liens of landlords, liens of carriers, warehousemen, artisans, repairmen, mechanics and material men incurred in the ordinary course of business for sums not yet due; and (iv) minor irregularities of title which do not in the aggregate materially detract from the value or use of the Collateral (collectively “Permitted Liens”); (c) This Agreement is effective to create in favor of Secured Party a valid security interest in and lien upon all of Debtor’s right, title and interest in and to the Collateral and, upon the filing of appropriate Uniform Commercial Code financing statements, such security interest will be duly perfected in all of the Collateral; and (d) All information heretofore, herein or hereafter furnished to Secured Party by or on behalf of Debtor with respect to the Collateral is and will be accurate and complete in all material respects.
Warranties and Covenants of Debtor. Debtor expressly warrants and covenants and agrees that: (a) Debtor is and will continue to be the owner of the Collateral free from any lien, security interest or encumbrance, other than that created by this Security Agreement or in pari passu to this Security Agreement; Debtor will defend the Collateral against all claims and demands of all other persons at any time claiming the same or any interest therein who are not pari passu to the Secured Party; and Debtor will not sell the Collateral (except in the ordinary course of business) without the prior written consent of the Secured Party; (b) Debtor will pay the Indebtedness to Secured Party as the same becomes due and payable; (c) Debtor will pay as they become due all taxes or other liens or claims which may become a charge against the Collateral; (d) Debtor will maintain the Collateral in good condition and repair, and Secured Party may examine and inspect the
Warranties and Covenants of Debtor. Debtor warrants and covenants that:
(a) Except for the security interest granted hereby, Debtor is the owner of the Collateral free from any adverse lien, security interest or encumbrance; and Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein.
(b) The Debtor shall immediately notify the Secured Party in writing of any change in name, address, identity or corporate structure from that shown in this Agreement and shall also upon demand furnish to the Secured Party such further information and shall execute and deliver to Secured Party such financing statements and other documents in form satisfactory to Secured Party and shall do all such acts and things as Secured Party may at any time or from time to time reasonably request or as may be necessary or appropriate to establish and maintain a perfected security interest in the Collateral as security for the Obligations, subject to no adverse liens or encumbrances; and Debtor will pay the cost of filing the same or filing or recording this agreement in all public offices wherever filing or recording is deemed by Secured Party to be necessary or desirable. A carbon, photographic or other reproduction of this agreement is sufficient as a financing statement.
(c) Debtor will not sell, assign, pledge, lease or otherwise transfer or encumber the Collateral or any interest therein, without the prior written consent of Secured Party.
(d) Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, shall not waste or destroy the Collateral or any part thereof, and shall not use the Collateral in violation of any statute, ordinance or policy of insurance thereon.
(e) Debtor will pay promptly when due all taxes and assessments upon the Collateral or for its use or operation or upon this Agreement or upon any note or notes evidencing the Obligations.
Warranties and Covenants of Debtor. Debtor hereby represents, warrants and covenants that:
