Warranties of Debtor. Debtor warrants, covenants and represents to Secured Party that:
Warranties of Debtor. The Debtor warrants and so long as this Agreement continues in force shall be deemed continuously to warrant that:
A. The Debtor is the owner of the Collateral free of all security interests or other encumbrances, except the Security Interest and except for liens and other matters set forth on Exhibit "A" attached hereto.
B. The Debtor is authorized to enter into the Security Agreement.
C. The Collateral is used or bought for use primarily in business or professional operations.
D. The Collateral is or will be located at the Debtor's addresses specified on Exhibit "B" attached hereto.
E. The chief executive office of the Debtor is at the address set forth above. The Debtor does not operate under any trade names.
F. Each instrument, account, general intangible, receivable and chattel paper constituting the Collateral is genuine and enforceable in accordance with its terms against the party obligated to pay the same (the "Account Debtor"), and each Account Debtor has no defense, setoff, claim or counterclaim against the Debtor.
G. The amount represented by the Debtor to the Secured Party as owing by each Account Debtor or by all Account Debtors is the correct amount actually and unconditionally owing by such Account Debtor or Debtors, except for normal cash discounts where applicable.
H. If the Collateral is or will become a fixture, it will be affixed to or located on real property at the Debtor's addresses specified in Exhibit "B". The real property to or on which the Collateral will be affixed is owned by the persons and described as set forth in Exhibit "B" attached hereto.
Warranties of Debtor. Debtor warrants and so long as this Agreement continues in force shall be deemed continuously to warrant that:
(a) Debtor is the owner of its respective Collateral free of all security interests or other encumbrances;
(b) Debtor is authorized to enter into the Security Agreement;
(c) The respective Collateral owned by the Debtor (including Debtor's books and records) is located at the applicable address of the Debtor first written above.
(d) Each instrument, account, and chattel paper constituting the Collateral arises from goods sold or services rendered by Debtor, is genuine and enforceable in accordance with its terms against the party obligated to pay the same ("Account Debtor"), and no Account Debtor has any defense, setoff, claim or counterclaim against Debtor;
(e) The amount represented by Debtor to Secured Party as owing by each Account Debtor or by all Account Debtors is the correct amount actually and unconditionally owing by such Account Debtor(s), except for normal cash discounts as shown on invoices, contracts or other documents delivered to Secured Party;
(f) All Receivables are posted currently to Debtor's books and records; and
(g) Debtor holds in full force and effect all permits, licenses and franchises necessary for it to carry on its operations in conformity with all applicable laws and regulations.
Warranties of Debtor. Debtor represents and warrants and, so long as the Indebtedness remains unpaid, shall be deemed continuously to represent and warrant that (a) each item constituting Collateral is genuine and in all respects what it purports to be; (b) Debtor is the owner of the Collateral free of all security interests or other encumbrances except the Security Interest; and (c) Debtor is authorized to enter into this Security Agreement.
Warranties of Debtor. Each Debtor represents and warrants to the Secured Creditors that:
(a) Debtor is the owner of its Collateral free of all security interests or other encumbrances except for (i) the Security Interest and (ii) Permitted Liens.
(b) Debtor has the full power and authority to enter into this Agreement and this Agreement is enforceable in accordance with its terms except as enforceability may be limited by applicable bankruptcy or insolvency laws and by general equitable principles (whether enforcement is sought in proceedings in equity or at law).
(c) The Security Interests granted pursuant to this Agreement constitute legal, valid, binding and enforceable and, subject to the Permitted Liens, first lien security interests in all of the Collateral in favor of Administrative Agent, as collateral security for the Obligations, enforceable against Debtor in accordance with the terms hereof, except as enforceability may be limited by applicable bankruptcy or insolvency laws and by general equitable principles (whether enforcement is sought in proceedings in equity or at law) and, other than with respect to Collateral a security interest in which cannot be perfected by the filing of one or more UCC financing statements in the appropriate filing offices or, in the case of Investment Property, the delivery of appropriate certificates with stock powers, when such financing statements in appropriate form are filed in such filing offices have been completed and such certificates have been delivered and upon the payment of all filing fees, will be perfected.
(d) Each Debtor’s respective chief executive office is at the location listed on Schedule 1 to the Perfection Certificate opposite such Debtor’s name; and such Debtor has no other executive offices or places of business other than those listed on Schedule 1 to the Perfection Certificate opposite such Debtor’s name.
(e) Each Debtor’s legal name, jurisdiction of organization and organizational number (if any), in each case, as of the date hereof, are correctly set forth on Schedule 1 to the Perfection Certificate. No Debtor has transacted business at any time during the five-year period immediately preceding the date hereof, and does not, as of the date hereof, currently transact business, under any other legal names or trade names other than the prior legal names and trade names (if any) set forth on Schedule 2 to the Perfection Certificate.
(f) Schedule 4 to the Perfection Certificate contains a true, complete, and curr...
Warranties of Debtor. Debtor represents and warrants: (1) with respect to the Collateral and Proceeds generally: (a) that Debtor is the owner or has control thereof; (b) that Debtor has the right to pledge the Collateral and Proceeds; and (c) that the same is genuine, free from liens, adverse claims, setoffs, default, prepayment, defenses and conditions precedent of any kind or character; and (2) specifically with respect to Collateral and Proceeds consisting of investment securities, instruments, chattel paper, documents, contracts, insurance policies or any like property: (a) that all persons appearing to be obligated thereon have authority and capacity to contract and are bound as they appear to be; and (b) that the same comply with applicable laws concerning the form, content and manner of preparation and execution.
Warranties of Debtor. The Debtor warrants and so long as this Agreement continues in force shall be deemed continuously to warrant that:
(a) the Debtor is the owner of the Collateral free of all security interests or other encumbrances, except the Security Interest;
(b) the Debtor is authorized to enter into the Security Agreement;
(c) the Collateral is used or bought for use primarily in business or professional operations.
(d) The Collateral will not become affixed to any real property.
(e) The Debtor's principal place of business and chief executive office in the State of Florida is located at the address specified above.
Warranties of Debtor. Debtor represents and warrants, and for so long as this Agreement continues in force, it shall be deemed continuously to represent and warrant, that: (i) each item constituting the Collateral is genuine and in all respects what it purports to be; (ii) Debtor is the owner of the Collateral free of all security interests or other encumbrances, except the Security Interests; and (iii) Debtor is authorized to enter into this Security Agreement under the Partnership Agreements, subject to the approval of the General Partner, which approval Debtor has obtained in writing.
Warranties of Debtor. 4.01 The Debtor hereby warrants to the Secured Party that:
(a) if it is a corporation then it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and it is duly qualified to conduct its business in British Columbia, and the execution, delivery and performance hereto are within its corporate powers, have been duly authorized and do not contravene, violate or conflict with any law or the terms of its constating documents or any indenture or agreement to which it is party;
(b) except for the security interests granted hereby and expressly permitted security interests having priority over the security interests granted hereby, the Debtor is or will be the owner of, or have an interest in, the Collateral free from any adverse liens, security interest or encumbrances, and agrees that it will defend the Collateral against all claims and demands of all persons, firms or bodies corporate at any time claiming the same or any interest therein;
(c) the security interests herein are given and taken as security for the payment of the monies payable under other security instruments between the Debtor and the Secured Party, and not in substitution therefor; and
(d) the Collateral does not include any goods or assets of the Debtor that are consumer goods as defined in the Personal Property Security Act of British Columbia.
Warranties of Debtor. Debtor warrants and represents that:
(a) Debtor has the legal capacity and corporate or partnership power (if applicable) to execute, deliver, and perform this Agreement and any other documents executed or to be executed in connection herewith; such actions have been duly authorized (if applicable) and do not and will not contravene or conflict with any provisions of law or any agreement or instrument affecting Debtor or its property; Debtor does not do business under any name except as shown above.
(b) No financing statement, mortgage, notice of judgment, or any similar instrument (unless filed on behalf of Secured Party) covering any of the Collateral is on file in any public office.
(c) Debtor is the lawful owner of all Collateral, free and clear of all liens, pledges, charges, mortgages, and claims other than the security interest hereunder, except liens for current taxes not delinquent.
(d) All Inventory is located at Debtor's primary place of business set forth under Debtor's signature hereto, and is not in transit, except for goods covered by negotiable warehouse receipts that have been delivered to Secured Party or as promptly disclosed to Secured Party from time to time in writing. All Inventory is of good and merchantable quality and free from any defects that would affect the market value of such Inventory.
(e) All accounts receivable of Debtor are genuine, are in all respects what they purport to be, are not evidenced by a judgment, and represent undisputed, bona fide transactions completed or to be completed in accordance with the terms and conditions of any document related thereto; none of the Collateral has been sold or pledged to any other person or entity; and Debtor has no knowledge of any fact or circumstance which would impair the validity or collectibility of the Collateral listed in Section 2(a), (b), and (e) of this Agreement.
(f) Debtor (and each general partner of Debtor) has filed or caused to be filed all federal, state, and local tax returns that are required to be filed, and has paid or has caused to be paid all taxes including any taxes shown on such returns or on any assessment received by them to the extent that such taxes have become due.
