Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows:
2.1 Bank at its option may disburse loan proceeds directly to the seller of any Collateral to be acquired with proceeds of loans from Bank.
2.2 Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsement or assignments of the Collateral as Bank may request.
2.3 Debtor shall (a) keep adequate records of the Collateral and other records as Bank shall determine to be appropriate; and (b) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable form).
2.4 At any time and without notice during the continuation of an Event of Default, the Bank may (a) cause the Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the Bank; (c) enter into an extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the Collateral, and deposit or surrender control of the Collateral, and accept other property in exchange for the Collateral and hold or apply the property or money so received in accordance with the provisions of this Agreement.
2.5 The Bank may assign any of the Indebtedness and deliver all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered.
2.6 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of
Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows:
2.1 Debtor shall furnish to Secured Party, in form and at intervals as Secured Party may request, any information Secured Party may reasonably request and shall allow Secured Party to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Secured Party, xxxx its records and the Collateral to clearly indicate the security interest of Secured Party under this Agreement.
2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Secured Party, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Secured Party; (b) none of the Collateral is subject to any security interest other than that in favor of Secured Party and there are no financing statements on file, other than in favor of Secured Party; and (c) Debtor acquired its rights in the Collateral in the ordinary course of its business.
2.3 Debtor confirms that the Collateral is and will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Secured Party, and other than those agreed to by the Secured Party in writing. Debtor will not, without the prior written consent of Secured Party, sell, transfer, or lease, or permit to be sold, transferred or leased, any or all of the Collateral, except (where inventory is pledged as Collateral) for inventory in the ordinary course of its business and will not return any inventory to its supplier. Secured Party or its representatives may at all reasonable times inspect the Collateral and may enter upon all premises where the Collateral is kept or might be located.
2.4 Debtor will do all acts and or cause to be executed all writings requested by Secured Party to establish, maintain and continue a perfected and first security interest of Secured Party in the Collateral. Debtor agrees that Secured Party has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Debtor is not relying upon assets in which Secured Party may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation stat...
Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows:
2.1 Debtor shall furnish to Bank, in form and at intervals as Bank may request, any information Bank may reasonably request and allow Bank to examine, inspect, and copy any of Debtor's books and records. Debtor shall, at the request of Bank, mark xxx records and the Collateral to clearly indicate the security interest of Bank under this Agreement.
2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Bank; (b) none of the Collateral is subject to any security interest other than that in favor of Bank and there are no financing statements on file, other than in favor of Bank; and
Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows:
2.1 Debtor shall furnish to Bank, in form and at intervals as Bank may request, any information Bank may reasonably request and allow Bank to examine, inspect, and copy any of Debtor's books and records. Debtor shall, at the request of Bank, xxxx its records and the Collateral to clearly indicate the security interests of Bank under this Agreement.
2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Bank; (b) none of the Collateral is subject to any security interest, other than that in favor of Bank, and there are no financing statements on file, other than in favor of Bank; and
Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements contained herein shall survive the delivery of and the payment for the Securities.
Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows:
2.1 Debtor shall furnish to Bank, in form and at intervals as Bank may request, any information Bank may reasonably request and allow Bank to examine, inspect, and copy any of Debtor's books and records. Debtor shall, at the request of Bank, mark its records and the Collateral to clearly indixxxx the security interest of Bank under this Agreement.
2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Bank; (b) none of the Collateral is subject to any security interest other than that in favor of Bank; (c) there are no financing statements on file, other than in favor of Bank; (d) no person, other than Bank, has possession or control (as defined in the Uniform Commercial Code) of any Collateral of such nature that perfection of a security interest may be accomplished by control; and
Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows:
Warranties, Covenants and Agreements. Debtor represents, warrants, covenants and agrees as follows:
2.1 Debtor shall furnish to Bank, in form and at intervals as Bank may request, any information Bank may reasonably request and allow Bank to examine, inspect, and copy any of Debtor's books and records and allow Bank to visit and inspect any of Debtor's plants or facilities that manufacture, install or store products (or that have done so during the prior 6 month period) that are sold utilizing any of the Collateral and to inspect the products and quality control records relating thereto. Debtor shall, at the request of Bank, xxxx its records and the Collateral to clearly indicate the security interest of Bank under this Agreement.
2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Bank; (b) none of the Collateral is subject to any security interest other than that in favor of Bank and there are no financing statements on file, other than in favor of Bank; and
Warranties, Covenants and Agreements. SERVICE PROVIDER warrants, covenants and agrees to the following:
A. Disturbance or Waste. SERVICE PROVIDER shall not commit, nor allow to be committed any act of civil disturbance or riot, harassment of any nature, or any action or conduct actionable in State or Federal civil or criminal law; any act of waste including any act which might deface, damage, destroy any property or any part thereof; use or permit to be used any equipment, or other things which might cause injury to person or property or do anything, or permit anything to be done, which would, in CITY' s opinion, disturb or tend to disturb CITY or the public.
Warranties, Covenants and Agreements. 21.1 Mainspring hereby represents, warrants and agrees from the Effective Date and on an on-going basis as and when any Services are used or provided that:
a) it is authorised and regulated by the FCA to provide the Services and shall remain so authorised and regulated at all times during the term of this Agreement;
b) it is duly organised, validly existing under the laws of its jurisdiction of incorporation and in good standing in every jurisdiction where it is required to be;
c) it has all necessary power, authority and authorisations to execute, deliver and perform this Agreement in accordance with its terms and to provide the Services contemplated by this Agreement;
d) this Agreement is duly authorised and signed and is legal, valid and constitutes a binding obligation enforceable in accordance with its terms;
e) to the best of its knowledge, information and belief, having regard to any requests made to it by the Manager and to its duties and responsibilities hereunder, full disclosure has been made to the Manager prior to the Effective Date of all facts in relation to it and its business affairs as are materially relevant to the provision of services under this Agreement and ought properly to be made known to any person proposing to enter into this Agreement; and
f) its execution, delivery and performance of this Agreement will not violate or breach any Regulatory Rules, or other applicable law, regulation, contract, constitutive powers or other requirement.
21.2 The Manager hereby represents, warrants and agrees from the Effective Date and on an on-going basis as and when any Services are used or provided that:
a) it is authorised and regulated by the FCA to provide the services it has been appointed to provide by the Investor and shall remain so authorised and regulated at all times during the term of this Agreement;
b) it is duly organised, validly existing under the laws of its jurisdiction of incorporation and in good standing in every jurisdiction where it is required so to be and is the validly appointed representative for each Investor for the subject of this Agreement;
c) it has all necessary power, authority and authorisations to execute, deliver and perform this Agreement in accordance with its terms;
d) this Agreement is duly authorised and signed and is legal, valid and constitutes a binding obligation enforceable in accordance with its terms and in its capacity as agent for each Investor; e) its execution, delivery and performance of thi...
