GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) this Agreement is executed at Borrower's request and not at the request of Lender; (
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor represents and warrants as follows:
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantor represents and --------------------------------------------------------------------- warrants as follows -------------------
(i) The locations listed on Schedule B attached hereto and made a part ---------- hereof constitute all locations at which Inventory and/or Equipment are located; (ii) the chief executive office of the Grantor, where the Grantor keeps its records concerning the Collateral and the chattel paper evidencing the Collateral, is located at the address set forth for the Grantor on Schedule C ---------- attached hereto and made a part hereof; (iii) all records concerning any Account, any Material Contract and all originals of all contracts and other writings that evidence any Account are located at the addresses listed on Schedule C attached hereto; and (iv) the Grantor has exclusive possession and ---------- control of the Equipment and the Inventory.
(b) The Grantor is the legal and beneficial owner of the Collateral free and clear of all Liens except for Liens permitted by Section 6.3 of the Loan Agreement. The Grantor has the power, authority and legal right to grant the security interests in the Collateral purported to be granted hereby, and to execute, deliver and perform this Agreement. The pledge of the Collateral pursuant to this Agreement creates a valid security interest in the Collateral. Upon the filing of appropriate financing statements in the filing offices set forth on Schedule E attached hereto, the recordation of appropriate ---------- documentation with the United States Copyright Office and the United States Patent and Trademark Office, as applicable, the giving of a Limited Liability Company Notice to the Pledged Entities and the delivery to the Agent of the Certificates, as the case may be, the Secured Party will have a first-priority (except for any Liens or security interests permitted under Section 6.3 of the Loan Agreement that have priority by operation of law) perfected security interest in the Collateral.
(c) The Pledged Securities and the Pledged Limited Liability Company Interests have been duly authorized and validly issued and are fully paid and nonassessable.
(d) No consent of any Person, including any partner in a partnership with respect to which the Grantor has pledged its interest as a Pledged Partnership Interest or any member in a Pledged Entity, is required for the pledge by the Grantor of the Collateral other than consents required under the agreements described on Schedule 3.2 to the Lo...
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (A) this Agreement is executed at Grantor’s request and not at the request of Lender; and (B) Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral to Lender.
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor represents and warrants as of the date hereof and also upon Delivery of the Picture that (a) there are no non-customary credit, name or likeness obligations or restrictions or approval or consultation rights applicable to the Picture (all of which, if any, shall be Delivered to LGF in writing on or before the Delivery Date and LGF shall have the right to rely thereon) and that LGF shall have the right, but not the obligation, to utilize the likeness and name of each of the principal cast members in the artwork and in trailers for the Picture, (b) Grantor owns or controls all Rights granted to LGF under mis Agreement and mat all such Rights are free of all Kens, claims, charges, encumbrances, restrictions, and commitments; (c) there is no agreement concerning the Picture with any person or entity which, ifbreached, would or could in any way impair, interfere with, abrogate or adveniery or ctiierwiseaftect any of tie Rights granted to LGF under this Agreement; (d) LGFs exploitation of the Picture will not be subj ect to any guild (e.g., WGA, DGA, and SAG) hens, or residuals; (e) it is a corporation duty formed and validly existing in good standing under the laws of California (with respect to Midnight Movies Entertainment, Inc.) and Germany (with respect to Lux Digital Pictures GmbH) and has the full right, power, legal capacity and authority to enter into and cany out the terms of this Agreement;
GRANTOR'S REPRESENTATIONS AND WARRANTIES. In addition to any representations and warranties contained in any of the other Transaction Documents (other than the Prior Debt Documents, but only to the extent amended or otherwise modified by the other Transaction Documents), each Grantor represents and warrants that:
(i) EXHIBIT A is a true, correct and complete list of all United States Copyright registrations owned by each Grantor and all Copyright Licenses to which such Grantor is a party as of the date hereof.
(ii) EXHIBIT B is a true, correct and complete list of all United States Patents owned by each Grantor and all Patent Licenses to which such Grantor is a party as of the date hereof.
(iii) EXHIBIT C is a true, correct and complete list of all United States Trademark registrations owned by each Grantor and all Trademark Licenses to which such Grantor is a party as of the date hereof.
(iv) Except as set forth in EXHIBITS A, B and C, none of the IP Collateral owned by a Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor as of the date hereof.
(v) The Grantors shall not transfer or otherwise encumber any interest in the IP Collateral, except for (i) non-exclusive licenses granted by a Grantor in the ordinary course of business, as set forth in this Agreement, or (ii) Permitted Liens.
(vi) Each Grantor owns, or is licensed to use, all IP Collateral in connection with the conduct of its business. No claim has been asserted and is pending by any person challenging or questioning the use by a Grantor of any of its IP Collateral, or the validity or effectiveness of any of its IP Collateral. Each Grantor considers that the use by such Grantor of the IP Collateral does not infringe the rights of any person in any material respect. No holding, decision or judgment has been rendered by any governmental authority which would limit, cancel or question the validity of, or a Grantor’s rights in, any IP Collateral in any material respect.
(vii) Performance of this Agreement does not conflict with or result in a breach of any material agreement to which any Grantor is bound.
(viii) Each Grantor shall give the Secured Party prompt written notice, with reasonable detail, following the occurrence of any of the following:
(A) Each Grantor’s obtaining rights to, or being issued a registration in or receiving an issuance of, any new IP Collateral, or otherwise acquiring ownership of any registered IP Collateral (other than the acquisition by a ...
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that:
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor represents and warrants to the Secured Party the following:
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that it has the right and authority to enter into this Agreement and to grant the rights granted by it herein. Xxxxxxx agrees to indemnify, defend, and hold harmless Company from and against any and all claims relating to breach of its aforesaid warranty. Company agrees to indemnify Grantor from and against any and all liabilities, damages, and claims of third parties arising from Company’s use of the Property, unless such liabilities, damages, or claims arise from Grantor’s breach of any of Grantor’s warranties as set forth herein, and from any physical damage to the Property proximately caused by Company or any of its representatives, employees, or agents.
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantor hereby makes the following representations and warranties to the Bank, which representations and warranties are continuing:
