Common use of Warranty of Title; Authority Clause in Contracts

Warranty of Title; Authority. The Company hereby represents and warrants that: (a) the Company has good and marketable title to the Stock described in Section 1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) the Company has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Company's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Company is a party or by which it or any of its property is bound or affected or constitute a default; thereunder, and (c) the information set forth in Annex A hereto relating to the Stock is true, correct and complete in all respects. The Company covenants that it will defend the Bank's rights and security interest in such Stock against the claims and demands of all persons whomsoever. The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Bank hereunder and will likewise defend the Bank's rights, pledge and security interest thereof and therein.

Warranty of Title; Authority. The Company hereby represents and warrants that: (ai) the Company has good and marketable title to to, and is the sole record and beneficial owner of, the Stock described in Section 1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (bii) all of the Stock described in Section 1 is validly issued, fully paid and non-assessable, (iii) the Company has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Company's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Company is a party or by which it or any of its property is bound or affected or constitute a default; default thereunder, and (civ) the information set forth in Annex ANNEX A hereto relating to the Stock is true, correct and complete in all respects. The Company covenants that it will defend the Bank's rights and security interest of the Banks and the Agent in such Stock against the claims and demands of all persons whomsoever. The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Bank Agent hereunder and will likewise defend the Bank's rights, pledge and security interest thereof and thereintherein of the Banks and the Agent.

Warranty of Title; Authority. The Company hereby represents and warrants that: (ai) the Company has good valid title to, and marketable title to is the sole record and beneficial owner of, the Stock described in Section 1ss.1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (bii) all of the Stock described in ss.1 is validly issued, fully paid and non-assessable, (iii) the Company has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Company's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Company is a party or by which it or any of its property is bound or affected or constitute a default; default thereunder, and (civ) the information set forth in Annex A hereto relating to the Stock is true, correct and complete in all respects. The Company covenants that it will defend the Bank's rights and security interest in such Stock against the claims and demands of all persons whomsoever. The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Bank hereunder and will likewise defend the Bank's rights, pledge and security interest thereof and therein.

Warranty of Title; Authority. The Company hereby represents and warrants that: (a) the Company has good and marketable title to the Stock described in Section 1ss.1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) the Company has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Company's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Company is a party or by which it or any of its property is bound or affected or constitute a default; thereunder, and (c) the information set forth in Annex A hereto relating to the Stock is true, correct and complete in all respects. The Company covenants that it will defend the BankLender's rights and security interest in such Stock against the claims and demands of all persons whomsoever. The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Bank Lender hereunder and will likewise defend the BankLender's rights, pledge and security interest thereof and therein.

Warranty of Title; Authority. The Company hereby represents and ---------------------------- warrants that: (a) the Company has good and marketable title to to, and is the sole record and beneficial owner of, the Stock described in Section 1(S)1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) all of the Stock described in (S)1 is validly issued, fully paid and non- assessable, (c) the Company has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Company's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Company is a party or by which it or any of its property is bound or affected or constitute a default; default thereunder, and (cd) the information set forth in Annex A hereto relating to the Stock is true, ----- - correct and complete in all respects. The Company covenants that it will defend the Bank's rights of the Banks and the Agent and security interest of the Agent, for the benefit of the Banks and the Agent, in such Stock against the claims and demands of all other persons whomsoever. The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Bank Agent hereunder and will likewise defend the Bank's rights, pledge and security interest thereof and thereintherein of the Banks and the Agent.

Warranty of Title; Authority. The Company hereby represents and warrants that: (a) the Company has good and marketable title to the Stock described in Section §1, subject to no free and clear of any pledges, . liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) the Company has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate membership or other action and do not contravene any law, rule or regulation or any provision of the Company's charter documents or by’s By-laws Laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Company is a party or by which it or any of its property is bound or affected or constitute a default; thereunder, and (c) the information set forth in Annex A hereto relating to the Stock is true, correct and complete in all respects. The Company covenants that it will defend the Bank's Lender’s rights and security interest in such Stock against the claims and demands of all persons whomsoever. The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Bank Lender hereunder and will likewise defend the Bank's Lender’s rights, pledge and security interest thereof and therein.

Warranty of Title; Authority. The Company Each of the Companies hereby represents and warrants that: (a) the such Company has good and marketable title to to, and is the sole record and beneficial owner of, the Stock described in Section 1ss.1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) all of the Stock described in ss.1 is validly issued, fully paid and non-assessable, (c) such Company has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the such Company's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the such Company is a party or by which it or any of its property is bound or affected or constitute a default; default thereunder, and (cd) the information set forth in Annex A hereto relating to the Stock is true, correct and complete in all respects. The Company Each of the Companies covenants that it will defend the Bank's rights of the Banks and the Agent and security interest of the Agent, for the benefit of the Banks and the Agent, in such Stock against the claims and demands of all other persons whomsoever. The Company Each of the Companies further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Bank Agent hereunder and will likewise defend the Bank's rights, pledge and security interest thereof and thereintherein of the Banks and the Agent.