REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:
(a) Debtor’s exact legal name is as set forth in the preamble of this Agreement and Debtor is, and will remain, duly organized, existing and in good standing under the laws of the State set forth in the preamble of this Agreement, has its chief executive offices at the location specified in the preamble, and is, and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations;
(b) Debtor has adequate power and capacity to enter into, and to perform its obligations under this Agreement, each Note and any other documents evidencing, or given in connection with, any of the Indebtedness (all of the foregoing are called the “Debt Documents”);
(c) This Agreement and the other Debt Documents have been duly authorized, executed and delivered by Debtor and constitute legal, valid and binding agreements enforceable in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws;
(d) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into, or performance by Debtor of any of the Debt Documents, except any already obtained;
(e) The entry into, and performance by, Debtor of the Debt Documents will not (i) violate any of the organizational documents of Debtor or any judgment, order, law or regulation applicable to Debtor, or (ii) result in any breach of or constitute a default under any contract to which Debtor is a party, or result in the creation of any lien, claim or encumbrance on any of Debtor’s property (except for liens in favor of Secured Party) pursuant to any indenture, mortgage, deed of trust, bank loan, credit agreement, or other agreement or instrument to which Debtor is a party;
(f) There are no suits or proceedings pending in court or before any commission, board or other administrative agency against or affecting Debtor which could, in the aggregate, have a material adverse effect on Debtor, its business or operations, or its ability to perform its obligations under the Debt Documents, nor does Debtor have reason to believe that any such suits or proceedings are threatened;
(g) All financial statements delivered to Secured Party in connection with the Indebtedness have been prepared in accordance wit...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor expressly represents, warrants and covenants as follows:
(a) The address appearing with Debtor’s signature below is the address of Debtor’s chief executive office or, if Debtor has no place of business, Debtor’s residence. If the Collateral is not located at Debtor’s address appearing below, it will be located at: 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000.
(b) If Debtor does not keep the records concerning the Collateral and concerning general intangibles, mobile goods and contract rights at the address appearing below, these records will be located at: 000 Xxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000.
(c) Debtor will give Secured Party sixty (60) days prior written notice of any change in (i) Debtor’s chief executive office (or, if Debtor has no place of business, Debtor’s residence), the location of the Collateral or the location of the records described above, or (ii) the ownership of Debtor’s business, (iii) the principals responsible for the management of Debtor’s business, (iv) Debtor’s corporate structure or identity, or (v) Debtor’s name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement. Lender acknowledges that MOUNTAIN VIEW NURSING, LLC will register or has registered the trade name “Stone County Nursing and Rehab” and will operate the business under such name.
(d) If any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 and made a part hereof.
(e) If Debtor does not have a record interest in the real estate described above, the record owner is indicated on the attached Schedule 2.
(f) Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is the sole owner of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.
(g) Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. D...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor hereby represents, warrants and covenants as follows:
(a) The Collateral is and will continue to be used primarily for business purposes.
(b) Debtor is or, to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse lien, security interest or encumbrance, and Debtor will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein
(c) No financing statement covering any Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement. At the request of Secured Party, Debtor will join with Secured Party in executing one or more (i) financing statements pursuant to the Uniform Commercial Code, (ii) title certificate lien application forms, and (iii) other documents necessary or advisable to perfect the security interests granted hereby, all in form satisfactory to Secured Party, and Debtor will pay the cost of filing the same or filing or recording this Agreement in all public offices wherever filing or recording is deemed by Secured Party to be necessary or desirable. A carbon, photographic, or other reproduction of this Agreement or a financing statement is sufficient as a financing statement.
(d) Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral or for its use or operation.
(e) Debtor will immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral.
(f) Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance, and in good order and repair.
(g) Debtor will not sell, lease or transfer any of the Collateral or any interest therein (except in the ordinary course of business), without the prior written consent of Secured Party.
(h) Debtor will not, without the prior written consent of Secured Party, or as permitted by the Master Lease, change the name of Debtor, the chief executive office of Debtor, the office where Debtor maintains its books and records pertaining to the Collateral or the location of the Collateral. Unless otherwise specified, the chief executive office of Debtor, the location where Debtor maintains its books and records and the location of the Collateral is the address of Debtor set forth above.
(i) Upon reasonable notice Debtor shall permit Secured Party and its agents to insp...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor represents and warrants as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor hereby represents and warrants to and agrees with Secured Party as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor represents and warrants that each of the following representations and warranties now is, and hereafter will continue to be, true and that Debtor will at all times comply with each of the following covenants:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor hereby represents, warrants, covenants and agrees as follows until this Mortgage has been discharged:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. As of the date hereof, Debtor represents, warrants and covenants that:
(a) Debtor is situated in the “contracting state” (as defined in the Cape Town Convention) of the United States of America.
(b) Debtor has good and valid rights in, or the power to transfer or dispose of the Senior Mortgaged Aircraft and title to, the Senior Mortgaged Aircraft.
(c) Debtor is (or, to the extent that the Senior Mortgaged Aircraft is to be acquired hereafter, will be) and will remain the sole lawful, owner, in sole, open and notorious possession of the Senior Mortgaged Aircraft, which will all be and remain under U.S. civil registration.
(d) Debtor owns all Senior Mortgaged Aircraft free of any Liens, other than Permitted Liens.
(e) The description of the Senior Mortgaged Aircraft (including the make, model, serial number and registration number) set forth in Schedule 1 hereto is true correct and complete, subject to the periodic addition and removal of Senior Mortgaged Aircraft pursuant to Section 5.
(f) Upon the filing and recordation of this Agreement with the FAA, any supplemental mortgage filed pursuant to Section 5(b), any UCC-1 financing statement filed in the State of Kansas, and the registrations of interests with the International Registry as applicable, Agent shall have a first priority perfected security interest in the Senior Mortgaged Aircraft identified in Schedule 1 as amended from time to time in accordance with Section 5, subject only to any Permitted Liens. Debtor further represents and warrants that, except for the registration of the Senior Mortgaged Aircraft and the filing of record of this Agreement with the FAA pursuant to Title 49 of the United States Code, entitled “Transportation,” and the Federal Aviation Regulations promulgated thereunder (collectively, the “Transportation Code”), and except for the filing of a UCC-1 financing statement in the State of Kansas and the registrations of interests with the International Registry as applicable with respect to the Senior Mortgaged Aircraft, no further action is necessary in order to perfect in favor of Agent a security interest in the Senior Mortgaged Aircraft against any third party under the applicable laws of any jurisdiction within the United States and as against any third party in a “contracting state” under the Cape Town Convention, subject only to any Permitted Liens.
(g) Debtor is a “transacting user entity” for purposes of the International Registry, has identified an “administrator”, has a...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Subsection (m) is hereby added to and made a part of the Agreement and reads as follows: “(m) Debtor’s Intellectual Property, as defined in Section 7 below, is and will remain free and clear of all liens, claims and encumbrances of any kind whatsoever, except for Permitted Liens as defined in subsection (k) of this Section.”
