Common use of Representation and Warranties of Company Clause in Contracts

Representation and Warranties of Company. Company represents and warrants to Subsidiary as follows: (a) Upon payment of the purchase price, the Company will hold good and marketable title to the Collateral assigned and will transfer to the Subsidiary free and clear of all mortgages, pledges, liens, claims, encumbrances, charges and security interests; and Company has the full right to assign and transfer such Collateral to the Subsidiary. (b) The sale, assignment and transfer of the Collateral pursuant to this Agreement is in the best interest of the Company and represents a reasonable and practicable course of action to improve the financial position of the Company without impairing the rights and interests of the creditors of the Company. (c) The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action of the Company and this Agreement has been duly executed and delivered and constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms.

Representation and Warranties of Company. Company represents and warrants to Subsidiary as follows: (a) Upon payment of the purchase price, the The Company will hold good and marketable title to the Collateral assigned and and, upon payment of the purchase price, will transfer to the Subsidiary free and clear of all mortgages, pledges, liens, claims, claims encumbrances, charges and security interests; and Company has the full right to assign and transfer such Collateral to the Subsidiary. (b) The sale, assignment and transfer of the Collateral pursuant to this Agreement is in the best interest of the Company and represents a reasonable and practicable course of action to improve the financial position of the Company without impairing the rights and interests of the creditors of the Company. (c) The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action of the Company and this Agreement has been duly executed and delivered and constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms.