DEBTOR'S REPRESENTATIONS AND WARRANTIES Sample Clauses

DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants to Secured Party:

DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor warrants, represents and covenants to the Secured Party that: (a) Debtor is a corporation duly organized and existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business in the State of Colorado. Debtor has full power and authority to carry out and perform its undertakings and obligations as provided herein. The execution and delivery by Debtor of this Security Agreement and the consummation of the transactions contemplated in this Security Agreement have been duly authorized by all proper or requisite corporate proceedings and will not conflict with or breach any provision of any agreement to which Debtor is a part or by which it may be bound, the Certificate of Incorporation or Bylaws of Debtor. (b) The execution, delivery and performance by Debtor of this Agreement does not and will not contravene any contractual restriction or, any law binding on or effecting Debtor or any of its properties. (c) No consent or approval, notice to or waiver or other action is required for the due execution, delivery and performance by Debtor of this Agreement. (d) This Agreement is a legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms, except as may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditor’s rights generally and (ii) general principals of equity (regardless of whether considered in a proceeding in equity or in law). (e) Debtor is the owner of and has title to all of the Collateral, free and clear of all liens and encumbrances of any kind and nature whatsoever except for liens already granted to the secured party, if any. (f) The chief executive office and other places of business of Debtor, the books and records relating to the Collateral and the Collateral are, and have been during the four (4) month period prior to the date hereof (or in the case of a new business, from the date of commencement of said business), located at the address set forth in the recitals hereinabove and Debtor will not change the same, or merge or consolidate with any person or change its name, without prior written notice to and consent of the Secured Party. (g) Debtor will use the Collateral for lawful purposes only, with all reasonable care and caution and in conformity with all applicable laws, ordinances, rules and regulations. (h) Debtor will keep all inventory and equ...

DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor warrants and represents that:

DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants that:

DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor ---------------------------------------- warrants, represents and covenants to the Secured Party that: (a) The chief executive office and other places of business of Debtor, and its books and records relating to the Collateral and the Collateral are and have been since the date of Closing located at the address(es) set forth below: Building #6 Cane Farm Rosemont, NJ 08▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇le, PA 18437 (▇) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ the term of the Debt, it shall not transfer, assign or otherwise dispose of the Collateral. (c) Debtor will not merge or consolidate with any entity, other than Touchstone Applied Science Associates, Inc., without prior written notice to and consent of the Secured Party. (d) Debtor will use the Collateral with all reasonable care and caution and in conformity with all applicable laws, ordinances, rules and regulations. (e) The Secured Party shall at agreed dates and times, upon reasonable notice, but in no event more than once each year of the Debt, have the right to inspect the Collateral and any records pertaining thereto. (f) The Collateral is now and shall remain personal property, consisting of general intangibles and contract rights. (g) Debtor will perform all acts and execute all necessary documents reasonably requested by the Secured Party from time to time to evidence, maintain or enforce the Secured Party's first priority security interest granted herein, except that no continuation of this security interest shall be filed or effective upon payment in full of the Note; (h) At any time and from time to time, Debtor shall execute and deliver to the Secured Party such financing statements or other instruments or documents pursuant to the Uniform Commercial Code ("UCC") of the State of New Jersey, or Uniform Commercial Code of any other State affecting the Collateral (the "UCC"), as may be requested by the Secured Party in connection with this Security Agreement. Notwithstanding the prior sentence, no financing statement or other instruments or documents shall be executed by Debtor which shall continue the security interest of the Secured Party after payment in full of the Note, it being the intention of the parties that unless an Event of Default has occurred and is continuing under the Royalty Agreement at such time,this Security Agreement terminate upon payment in full of the Note regardless of any payment or performance obligations remaining under the Royalty Agreement at such time; (i) In its discretion...

DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor hereby represents and warrants to Secured Party that: (a) Debtor is not in default under any indenture, mortgage, deed of trust, agreement or other instrument to which it is a party or by which it may be bound. Neither the execution nor the delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will violate any law or regulation, or any order or decree of any court of governmental authority, or will conflict with, or result in the breach of, or constitute a default under, any indenture, mortgage, deed or trust, agreement or other instrument to which Debtor is a party or by which Debtor may be bound, or result in the creation or imposition of any lien, claim or encumbrance upon any property of Debtor. (b) Debtor has the power to execute, deliver and perform the provisions of this Agreement and all instruments and documents delivered or to be delivered pursuant hereto, and has taken or caused to be taken all necessary or appropriate actions to authorize the execution, delivery and performance of this Agreement and all such instruments and documents. (c) Debtor is the legal and equitable owner of the Collateral, free and clear of all security interests, liens, claims and encumbrances of every kind and nature. Except as may be set forth in Exhibit A annexed hereto, no financing statement covering the Collateral or its proceeds is on file in any public office. (d) No default exists, and no event which with notice or the passage of time, or both, would constitute a default under the Collateral by any party thereto, and there are no offsets, claims or defenses against the obligations evidenced by the Collateral, except as may be expressly set forth in Exhibit A annexed hereto.

DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor hereby represents and warrants to Secured Party that: (a) Debtor is a corporation duly organized and validly existing under the laws of the State of its incorporation and has all requisite corporate power, authority and legal right to own its properties, including without limitation the Collateral, to 39 conduct its business as is now being conducted and to execute, deliver and perform its obligations under the Notes, this Agreement, each other Security Instrument to which it is a party and each other document or agreement related to the Collateral to which it is a party. Debtor is fully qualified to do business and is in good standing in each jurisdiction in which the failure to be in good standing would have a material adverse effect on the business or operations of Debtor. (b) The execution, delivery and performance by Debtor of the Notes, this Agreement and each other Security Instrument to which it is a party are within Debtor's corporate powers, have been duly authorized by all requisite corporate action, do not contravene Debtor's charter or by-laws or any law, governmental rule or regulation, or any order, writ, injunction, decree, determination or award currently in effect applicable to, or any contractual restriction binding on or affecting, Debtor or any of its properties, including without limitation the Collateral, and do not result in or require the creation of any Lien, security interest, right of acceleration, charge or encumbrance (other than pursuant to this Agreement) upon or with respect to any of its properties. (c) No authorization or approval or other action by, and no notice to or filing (other than the filings referred to in subparagraph (f) below) with, any governmental authority or regulatory body, shareholders or any other Person is required for the due execution, delivery and performance by Debtor of this Agreement or any other Security Instrument to which it is a party. (d) The Notes, this Agreement and each other Security Instrument to which Debtor is a party are the legal, valid and binding obligations of Debtor, enforceable against Debtor in accordance with their respective terms, subject, in the case of enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of affecting creditors' rights generally and to the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) The proceeds of the Loans w...

DEBTOR'S REPRESENTATIONS AND WARRANTIES. The Debtor represents and warrants that: (a) the Debtor is (or, to the extent that the Collateral is acquired after the date hereof, will be) the sole legal and beneficial owner of its respective Collateral and has exclusive possession and control thereof; there are no security interests in, liens, charges or encumbrances on, or adverse claims of title to, or any other interest whatsoever in, such Collateral or any portion thereof except such liens permitted by and subject to the terms of Section 2.23 of the Management Contract and that are created by this Security Agreement ("Permitted Liens"); and that no financing statement, notice of lien, mortgage, deed of trust or instrument similar in effect covering the Collateral or any portion thereof or any proceeds thereof ("Lien Notice") exists or is on file in any public office, except as relates to Permitted Liens and except as may have been filed in favor of Secured Party relating to this Security Agreement or related agreements, or for which duly executed termination statements have been delivered to Secured Party for filing;

DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor hereby represents and warrants to Secured Party that Debtor is and will at all times in the future be, the sole owner of the Collateral, having good and marketable title thereto (except for items of Equipment which are leased by Debtor), free and clear of any and all liens, charges, security interests, encumbrances, adverse claims or rights of others created by any acts or omissions of Debtor, except for the security interest granted to Secured Party and any and all liens and security interests that are defined as Permitted Liens in that certain Loan and Security Agreement between Debtor and Coast Business Credit ("COAST") dated February 4, 1999, as the same may be amended from time to time, including, but not limited to the present and future liens and security interests in favor of Coast and any and all additional security interests and liens consented to in writing by Coast (collectively, "PERMITTED LIENS"). Debtor will at all times defend Secured Party and the Collateral against all claims of others other than the holders of Permitted Liens. None of the Collateral is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Debtor is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Debtor's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Debtor shall, whenever requested by Secured Party, use its reasonable best efforts to cause such third party to execute and deliver to Secured Party, in form acceptable to Secured Party, such waivers and subordinations as Secured Party shall specify, so as to ensure that the rights of the Secured Party in the Collateral are, and will continue to be, superior to the rights of any such third party. Debtor will keep in full force and effect, and will comply with all the terms of, any lease for a Leased Location where any of the Collateral now or in the future may be located.