Warranties of Mortgagor Sample Clauses

Warranties of Mortgagor. Mortgagor hereby represents and warrants to Mortgagee, as a material inducement to Mortgagee to accept the Assignment, that: (i) Mortgagor has full right and power to assign the Leases and Rents and Mortgagor has not assigned, transferred, mortgaged, pledged or otherwise encumbered any of its right, title and interest in, to or under the Leases or the Rents (which prior assignment will not be terminated with the proceeds from the loan evidenced by the Note) and no part of such right, title and interest is subject to any lien or other encumbrance, except in favor of Mortgagee; (ii) To its knowledge, Mortgagor has not done anything which might prevent Mortgagee from or limit Mortgagee in operating under any of the provisions hereof; (iii) To its knowledge, each of the Leases is a legal, valid and binding obligation of each of the Tenants thereof, enforceable in accordance with its terms; (iv) To its knowledge, no material default exists by Mortgagor or any of the Tenants under any of the Leases; (v) No Rents have been received by Mortgagor more than thirty (30) days in advance of the time when the same became or becomes due under the terms of the Leases; and (vi) There are, as of the date hereof, no Leases in existence which affect all or any portion of the Mortgaged Property other than as disclosed in writing by Mortgagor to Mortgagee prior to the date hereof. Mortgagor covenants and agrees that all future Leases will be subordinate to the lien of this Mortgage.

Warranties of Mortgagor. Mortgagor, for itself and its successors and assigns, does hereby represent, warrant and covenant to and with Mortgagee, its successors and assigns, that: (a) Mortgagor has good, marketable and indefeasible fee simple title to the Real Property, subject only to those matters expressly set forth as exceptions to or subordinate matters in the title insurance policy insuring the lien of this Mortgage delivered as of the date hereof (the “Title Insurance Policy”), excepting therefrom all preprinted and/or standard exceptions (such items being the “Permitted Encumbrances”), and has full power and lawful authority to grant, bargain, sell, convey, assign, transfer, encumber and mortgage its interest in the Mortgaged Property in the manner and form hereby done or intended. Mortgagor will preserve its interest in and title to the Real Property and will forever warrant and defend the same to Mortgagee against any and all claims whatsoever and will forever warrant and defend the validity and priority of the lien and security interest created herein against the claims of all persons and parties whomsoever, subject to the Permitted Encumbrances. The foregoing warranty of title shall survive the foreclosure of this Mortgage and shall inure to the benefit of and be enforceable by Mortgagee in the event Mortgagee acquires title to or ownership of the Mortgaged Property pursuant to any foreclosure; (b) No bankruptcy or insolvency proceedings are pending or contemplated by Mortgagor or, to the best knowledge of Mortgagor, against Mortgagor or by or against any endorser or cosigner of the Note or of any portion of the Debt, or any guarantor or indemnitor under the Indemnity and Guaranty Agreement and the Environmental Indemnity Agreement executed in connection with the Note or the loan evidenced thereby and secured hereby (the “Indemnitor”). No petition in bankruptcy has been filed against Mortgagor or any general partner, manager, sole member, managing member or majority shareholder of Mortgagor, as applicable (collectively, the “Mortgagor Parties”, each a “Mortgagor Party”), and neither Mortgagor Party or any principal of a Mortgagor Party has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors; (c) All written certificates, written affidavits and written statements made by Mortgagor to Mortgagee in connection with the loan evidenced by the Note are true and correct in all material respects and do not omi...

Warranties of Mortgagor. Mortgagor hereby warrants to and covenants with Mortgagee, its successors and assigns, that: 1.1 Mortgagor has the full right and authority to execute and deliver to Mortgagee this Mortgage. 1.2 Mortgagor has taken all action required by law or otherwise necessary to make this Mortgage valid, binding, and legal obligations of Mortgagor. 1.3 The lien and security interest created by this Mortgage are and will be kept a first lien and security interest upon the Collateral, subject only to the Senior Indebtedness pursuant to Section 7 of each of the Debentures, and Mortgagor will forever warrant and defend the same to Mortgagee, its successors and assigns, against any and all claims whatever.

Warranties of Mortgagor. Mortgagor, for itself and its successors and ----------------------- assigns, does hereby represent, warrant and covenant to and with Mortgagee, its successors and assigns, that: (a) Mortgagor has good and marketable fee simple title to the Property, subject only to those matters expressly set forth on Exhibit B --------- attached hereto and by this reference incorporated herein (the "Permitted Exceptions"), and has full power and lawful authority to grant, bargain, sell, convey, assign, transfer and mortgage its interest in the Property in the manner and form hereby done or intended. Mortgagor will preserve its interest in and title to the Property and will forever warrant and defend the same to Mortgagee against any and all claims whatsoever and will forever warrant and defend the validity and priority of the lien and security interest created herein against the claims of all persons and parties whomsoever, subject to the Permitted

Warranties of Mortgagor. Mortgagor, for itself and its successors and assigns, does hereby represent, warrant and covenant to and with Mortgagee, its successors and assigns, that: (a) Organization and Existence. Mortgagor is duly organized and validly existing as a limited liability company in good standing under the laws of the state of Delaware, is duly qualified to do business as a foreign limited liability company and is in good standing under the laws of the state of Minnesota, and is in good standing in all other jurisdictions in which Mortgagor is transacting business.

Warranties of Mortgagor. Mortgagor warrants and agrees: (a) that Mortgagor presently possesses an unencumbered fee simple title to the real estate described in Exhibit "A" hereto (the "Land"), except for those title objections not removed from Title Policy No. F-38350 issued by First American Title Insurance Company to Mortgagee insuring the lien of this Mortgage; that this Mortgage is a valid and enforceable first lien on the Land, subject only to the aforesaid title objections; and that Mortgagee shall, subject to Mortgagor's right of possession prior to default, quietly enjoy and possess the Mortgaged Property. Mortgagor shall preserve such title and the validity and priority of the lien hereof and shall forever warrant and defend the same to Mortgagee against the claims of all parties and persons whomsoever; and (b) that Mortgagor is, and will hereafter be, the sole owner of the landlord's interest in the Leases; and that the Leases are and will be valid and subsisting leases of the real property demised thereby for the terms therein set forth and subject to the provisions set forth therein; and (c) that Mortgagor shall make, execute, acknowledge and deliver in form reasonably satisfactory to Mortgagee all such further or other instruments or assurances as may at any time hereafter be reasonably desired or

Warranties of Mortgagor. Mortgagor, for itself and its successors and assigns, does hereby represent, warrant and covenant to and with Mortgagee, its successors and assigns, that: (a) Organization and Existence. Mortgagor is duly organized and validly existing as a corporation in good standing under the laws of Delaware, is duly qualified as a foreign corporation in the state in which the Property is located and in all other jurisdictions in which Mortgagor is transacting business.