Grantors Representations Warranties and Covenants Clause Samples

Grantors Representations Warranties and Covenants. 3.1 Grantor represents, warrants and covenants, on behalf of itself and the Collateral hereunder pledged, to and with Secured Party, for so long as any Obligations remain outstanding, that:
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Grantors Representations Warranties and Covenants. Grantor represents, warrants and covenants to Lender, at all times while this Agreement is in effect, as follows: a. That Grantor, as owner trustee, is the registered owner of the Aircraft pursuant to a proper registration under either the Federal Aviation Act of 1958, as amended, or the equivalent law of the Grantor's domicile, that Grantor qualifies in all respects as a citizen of the United States as defined by the Act or is otherwise validly organized and duly qualified to own and register such ownership of the Aircraft pursuant to the applicable law of Grantor's domicile country, and that Grantor's citizenship shall not be changed; b. That Grantor is the lawful owner of the Collateral and holds good and marketable title to the Collateral, free and clear of all liens, mortgages, claims, or other rights or interests asserted or which may be asserted at any time by any other person in or relating to the Collateral (collectively, "Encumbrances") except the lien of this Agreement and the Lease and such interests, including leases, to which Lender has consented in writing; c. That Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral to Lender, has not received from or relied upon any representation by Lender about Borrower or ▇▇▇▇▇▇▇▇'s creditworthiness, executes this Agreement at Borrower's request and not at the request of ▇▇▇▇▇▇; d. That the Aircraft is eligible for recording of interests relating thereto with the International Registry established pursuant to the Cape Town Convention and the national aviation authority having jurisdiction in Grantor's domicile; e. That Grantor shall promptly consent or cause its agent to consent to the registration of the International Interest created hereby with the International Registry; f. That Grantor is and shall remain registered as a transacting user entity under the procedures of the International Registry with full rights and privileges to access the International Registry; g. That the national jurisdiction in which the Aircraft is registered shall not be changed without express written consent of Lender; h. That Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral; i That Grantor shall not grant, pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any Encumbrance or charge, other than the security interest provided for in this Agreement and the Lease, without the prior written consent of Lende...
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Grantors Representations Warranties and Covenants. Grantor hereby represents, warrants, and covenants as follows:
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Grantors Representations Warranties and Covenants. To induce Purchaser to enter into this Agreement and to purchase the Property, Grantor, in addition to the other representations and warranties set forth herein, represents, warrants and covenants the following, each of which is material and is being relied upon by Purchaser: 10.1 Grantor has the full power and authority to enter into and perform this Agreement subject to the terms hereof and all related instruments contemplated under this Agreement in accordance with their respective terms. 10.2 There are no pending or threatened suits, actions (including, without limitation, regulatory or governmental enforcement actions), proceedings or violations with respect to Grantor or the Property, for condemnation or otherwise, and neither the Property, nor any onsite activities, have been subject to any governmental enforcement actions. In the event that Grantor receives notice of any matter set forth in this subparagraph, said notice will be forwarded to Purchaser. 10.3 Grantor, at Closing, shall be the sole owner in fee simple of the Property, shall be in exclusive possession of the Property, and shall not have otherwise assigned, pledged, leased, transferred or otherwise encumbered his interest, (except for an existing Deed of Trust, Recreation Easement and Royalty Deed to a third party). 10.4 There are no hazardous or toxic waste, material or substance, or other similar item (including without limitation, asbestos containing material), on, under or above or about the Property and Grantor has not received any notice with respect to, and to the actual knowledge of Grantor, there exist no conditions which would constitute violations of any environmental laws or regulations relating to the use, ownership or occupancy of the Property. 10.5 As of the date of the Closing, there will be no outstanding bills owed by Grantor to any contractors, subcontractors, laborers or material men for services or labor performed or materials provided in connection with the Property. 10.6 These representations, warranties and covenants shall survive Closing.
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Grantors Representations Warranties and Covenants 
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Related to Grantors Representations Warranties and Covenants

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

  • Buyer’s Representations, Warranties and Covenants Buyer represents, warrants and covenants:

  • Representations, Warranties and Covenants Each of the Guarantors, for itself and its Subsidiaries, represents and warrants (which representations and warranties shall be deemed to have been renewed at the time of the making, conversion or continuation of any Loan or issuance, amendment, renewal or extension of any Letter of Credit) that: (A) It is a corporation, partnership or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation, organization or formation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except to the extent that the failure to have such authority could not reasonably be expected to have a Material Adverse Effect. (B) It (to the extent applicable) has the requisite power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution and delivery by each Guarantor of this Guaranty and the performance by each of its obligations hereunder have been duly authorized by proper proceedings, and this Guaranty constitutes a legal, valid and binding obligation of such Guarantor, respectively, enforceable against such Guarantor, respectively, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. (C) Neither the execution and delivery by it of this Guaranty, nor the consummation by it of the transactions herein contemplated, nor compliance by it with the provisions hereof will (i) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it or its articles or certificate of incorporation (or equivalent charter documents), limited liability company or partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or the provisions of any indenture, material instrument or material agreement to which any of the Borrowers or any of its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or (ii) conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on its property pursuant to the terms of, any such indenture, instrument or agreement (other than any Loan Document). No material order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with the execution, delivery and performance by it of, or the legality, validity, binding effect or enforceability against it of, this Guaranty. In addition to the foregoing, each of the Guarantors covenants that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Guaranteed Obligations shall remain unpaid, it will, and, if necessary, will enable each applicable Borrower to, fully comply with those covenants and agreements of such Borrower applicable to such Guarantor set forth in the Credit Agreement.