Common use of Representations and Warranties Concerning Collateral, Etc Clause in Contracts

Representations and Warranties Concerning Collateral, Etc. The Borrower further represents and warrants to the Lenders and the Operations Agent as follows: (a) the Borrower is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lien, except for the security interest created by this Agreement and other Liens permitted by the Credit Agreement, (b) none of the Collateral constitutes, or is the proceeds of, “farm products” as defined in §9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower holds no commercial tort claim except as indicated on the Perfection Certificate, (e) the Borrower has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete, and (g) there has been no change in any of such information since the date on which the Perfection Certificate was signed by the Borrower.

Appears in 3 contracts

Sources: Security Agreement (Baron Select Funds), Security Agreement (Baron Select Funds), Security Agreement (Baron Select Funds)

Representations and Warranties Concerning Collateral, Etc. The Borrower Company further represents and warrants to the Lenders and the Operations Agent as follows: : (a) the Borrower Company is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lienLien, except for the security interest created by this Agreement and other Liens permitted by the Credit Loan Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in §9Sec.9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower Company holds no commercial tort claim except as indicated on the Perfection Certificate, (e) the Borrower Company has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and completecomplete in all material respects, and (g) there has been no material change in any of such information since the date on which the Perfection Certificate was signed by the BorrowerCompany.

Appears in 3 contracts

Sources: Security Agreement (PCD Inc), Security Agreement (PCD Inc), Security Agreement (PCD Inc)

Representations and Warranties Concerning Collateral, Etc. The Borrower Company further represents and warrants to the Lenders and the Operations Agent Lender as follows: : (a) the Borrower Company is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and other Liens permitted by the Credit Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in §9ss.9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower Company holds no commercial tort claim except as indicated on the Perfection Certificate, and (e) the Borrower Company has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete, and (g) there has been no change in any of such information since the date on which the Perfection Certificate was signed by the BorrowerCompany.

Appears in 1 contract

Sources: Security Agreement (Faraday Financial Inc)

Representations and Warranties Concerning Collateral, Etc. The Borrower Debtor further represents and warrants to the Lenders and the Operations Agent Secured Party as follows: : (a) the Borrower Debtor is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of or any person or any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and other Liens permitted by the Credit Agreementliens set forth in Exhibit B attached hereto, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in §9-102(a)(34Section 70A-9a-102(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower Debtor holds no commercial tort claim except as indicated on the Perfection Certificateclaim, and (e) the Borrower Debtor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete, and (g) there has been no change in any of such information provided in the Perfection Certificate since the date on which the Perfection Certificate it was signed executed by the BorrowerDebtor.

Appears in 1 contract

Sources: Asset Purchase Agreement (Crown Energy Corp)

Representations and Warranties Concerning Collateral, Etc. The Borrower Issuers further represents represent and warrants warrant to the Lenders and the Operations Agent Purchaser as follows: : (a) the Borrower is Issuers are the owner of or has have other rights in or power to transfer the Collateral, free from any right or claim of or any person or any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and other Permitted Liens permitted by (as defined in the Credit Securities Purchase Agreement), (b) none of the Collateral constitutes, or is the proceeds of, “farm products” as defined in §Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower holds Issuers hold no commercial tort claim except as indicated on the Perfection Certificate, and (e) the Borrower each Issuer has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete, and (g) that there has been no change in any of such information provided in the Perfection Certificate since the date on which the Perfection Certificate it was signed executed by the BorrowerIssuers.

Appears in 1 contract

Sources: Security Agreement (Raybor Management Inc)

Representations and Warranties Concerning Collateral, Etc. The Borrower Each Company further represents and warrants to the Lenders and the Operations Administrative Agent as follows: : (a) the Borrower such Company is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lien, except for the security interest created by this Agreement and other the Permitted Liens permitted by set forth in (S)9.2 of the Credit Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in §9(S)9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower such Company holds no commercial tort claim except as indicated on the Perfection Certificate, (e) the Borrower such Company has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete, and (g) there has been no change in any of such information since the date on which the Perfection Certificate was signed by the BorrowerCompanies.

Appears in 1 contract

Sources: Security Agreement (Us Xpress Enterprises Inc)

Representations and Warranties Concerning Collateral, Etc. The Borrower Each Company further represents and warrants to the Lenders and the Operations Administrative Agent as follows: : (a) the Borrower such Company is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lien, except for the security interest created by this Agreement and other Liens permitted by the Credit Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in §Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) except as disclosed to the Administrative Agent in writing, none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower such Company holds no commercial tort claim except as indicated on its Perfection Certificate or claims arising after the Perfection Certificatedate on which notice is given, (e) the Borrower such Company has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the its Perfection Certificate pertaining to the Collateral is accurate and complete, and (g) there has been no change in any of such information since the date on which the its Perfection Certificate was signed by the Borrowersuch Company.

Appears in 1 contract

Sources: Security Agreement (Quaker Fabric Corp /De/)

Representations and Warranties Concerning Collateral, Etc. The Borrower Debtor further represents and warrants to the Lenders and the Operations Agent Secured Party as follows: (a) the Borrower Debtor is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and other Liens permitted by any liens in existence on the Credit Agreementdate hereof which are set forth on Schedule A hereto, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in §Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by subject to the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower Debtor holds no commercial tort claim except as indicated on the Perfection Certificate, and (e) the Borrower Debtor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, substances and (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete, and (g) there has been no change in any of such information since the date on which the Perfection Certificate was signed by the Borrower.

Appears in 1 contract

Sources: Security Agreement (Lumenon Innovative Lightwave Technology Inc)

Representations and Warranties Concerning Collateral, Etc. The Borrower Each Obligor further represents and warrants to the Lenders Secured Parties and the Operations Collateral Agent as of the date hereof as follows: (a) the Borrower each Obligor is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person Person or any adverse lienLien, except for the security interest created by this Agreement and other Liens permitted by each of the Credit AgreementLoan Documents, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in §Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) the none of the account debtors or other persons obligated on Obligors holds any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower holds no commercial tort claim claims except as indicated on the Perfection Certificate, (ed) the Borrower each Obligor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substancessubstances to the extent that any failure to so operate could result in or cause to occur a material adverse impairment to the Collateral or the Lien created hereby, (fe) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and completecomplete in all material respects, and (gf) there has been no change in any of such information since the date on which the Perfection Certificate was signed by the BorrowerObligors.

Appears in 1 contract

Sources: Collateral Agency and Intercreditor Agreement (Castle a M & Co)

Representations and Warranties Concerning Collateral, Etc. The Borrower Each Company further represents and warrants to the Lenders and the Operations Administrative Agent as follows: : (a) the Borrower such Company is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lien, except for the security interest created by this Agreement and other Liens permitted by the Credit Agreement, (b) none of the Collateral constitutes, or is the proceeds of, “farm products” as defined in §9-102(a)(34) of the Uniform Commercial Code of the State, (c) except as disclosed to the Administrative Agent in writing, none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower such Company holds no commercial tort claim except as indicated on its Perfection Certificate or claims arising after the Perfection Certificatedate on which notice is given, (e) the Borrower such Company has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the its Perfection Certificate pertaining to the Collateral is accurate and complete, and (g) there has been no change in any of such information since the date on which the its Perfection Certificate was signed by the Borrowersuch Company.

Appears in 1 contract

Sources: Security Agreement (Quaker Fabric Corp /De/)

Representations and Warranties Concerning Collateral, Etc. The Borrower Debtor further represents and warrants to the Lenders and the Operations Agent Secured Party as follows: : (a) the Borrower Debtor is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of or any person or any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and other Liens permitted by the Credit AgreementPermitted Liens, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in §Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower Debtor holds no commercial tort claim except as indicated in Section 2 hereof or on the Perfection Certificate, and (e) the Borrower Debtor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete, and (g) that there has been no change in any of such information provided in the Perfection Certificate since the date on which the Perfection Certificate it was signed executed by the BorrowerDebtor.

Appears in 1 contract

Sources: Security Agreement (Coactive Marketing Group Inc)

Representations and Warranties Concerning Collateral, Etc. The Borrower Debtor further represents and warrants to the Lenders and the Operations Agent Secured Party as follows: : (a) the Borrower Debtor is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of or any person or any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and other Liens permitted by the Credit Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in §Section 9-102(a)(34) of the Uniform Commercial Code of the StateTerritory, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state federal Sun Vacation Properties Corporation to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ or local statute Territorial or rule in respect of such Collateral, (d) the Borrower Debtor holds no commercial tort claim except as indicated on the Perfection Certificateclaim, and (e) the Borrower Debtor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local federal or Territorial statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete, and (g) that there has been no change in any of such information provided in the Perfection Certificate since the date on which the Perfection Certificate it was signed executed by the BorrowerDebtor.

Appears in 1 contract

Sources: Loan Agreement (Sun Vacation Properties Corp)

Representations and Warranties Concerning Collateral, Etc. The Borrower Debtor further represents and warrants to the Lenders and the Operations Agent Secured Party as follows: : (a) the Borrower Debtor is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and other Liens permitted by any liens in existence on the Credit Agreementdate hereof which are set forth on Schedule A hereto, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in §Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by subject to the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower Debtor holds no commercial tort claim except as indicated on the Perfection Certificate, and (e) the Borrower Debtor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, substances and (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete, and (g) there has been no change in any of such information since the date on which the Perfection Certificate was signed by the Borrower.

Appears in 1 contract

Sources: Security Agreement (Lumenon Innovative Lightwave Technology Inc)

Representations and Warranties Concerning Collateral, Etc. The Borrower Each Credit Party further represents and warrants to the Lenders Secured Parties and the Operations Security Agent as follows: : (a) the Borrower such Credit Party is the owner of or has other rights in or power to transfer the its Collateral, free from any right or claim of any person or any adverse lienLien, except for the security interest created by this Agreement and other Liens permitted by the Note Purchase Agreement and any comparable provision under any other Credit Agreement, (b) none of the Collateral constitutes, or is the proceeds of, “farm products” as defined in §9-102(a)(34) of the Uniform Commercial Code UCC of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower Credit Party holds no commercial tort claim except as indicated on the Perfection Certificate, (ed) the Borrower such Credit Party has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (fe) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete, and (gf) there has been no change in any of such information since the date on which the Perfection Certificate was signed by such Credit Party. All Titled Equipment constituting Collateral is properly titled, or is in the Borrowerprocess of being properly titled, in the name of such Credit Party, together with the Security Agent’s Lien noted thereon.

Appears in 1 contract

Sources: Note Purchase Agreement (CAI International, Inc.)

Representations and Warranties Concerning Collateral, Etc. The Borrower Debtor further represents and warrants to the Lenders and the Operations Agent Secured Party as follows: : (a) the Borrower Debtor is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of or any person or any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and other Liens permitted by the Credit Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in §Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower Debtor holds no commercial tort claim except as indicated on the Perfection Certificate, and (e) the Borrower Debtor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete, and (g) that there has been no change in any of such information provided in the Perfection Certificate since the date on which the Perfection Certificate it was signed executed by the BorrowerDebtor.

Appears in 1 contract

Sources: Security Agreement (Star E Media Corp)

Representations and Warranties Concerning Collateral, Etc. The Borrower Debtor --------------------------------------------------------- further represents and warrants to the Lenders and the Operations Agent Secured Party as follows: (a) the Borrower Debtor is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of or any person or any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and other Liens permitted by the Credit Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in §Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower Debtor holds no commercial tort claim except as indicated on the Perfection Certificate, (e) the Borrower Debtor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete, and (g) that there has been no change in any of such information provided in the Perfection Certificate since the date on which the Perfection Certificate it was signed executed by the BorrowerDebtor.

Appears in 1 contract

Sources: Security Agreement (Ydi Wireless Inc)

Representations and Warranties Concerning Collateral, Etc. The Borrower Company further represents and warrants to the Lenders and the Operations Administrative Agent as follows: (a) the Borrower Company is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lienLien, except for the security interest created by this Agreement Agreement, the subordinated Lien in favor of the Corporate Guarantor Lenders and other Liens permitted the Lien created by the Credit AgreementMello-Roos taxing district of w▇▇▇▇ ▇▇▇ ▇ollateral is a part, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in §9ss.9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower Company holds no commercial tort claim except as indicated on the Perfection Certificate, (e) the Borrower Company has at all times operated its business materially in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete, and (g) there has been no change in any of such information since the date on which the Perfection Certificate was signed by the BorrowerCompany.

Appears in 1 contract

Sources: Term Loan Agreement (American Skiing Co /Me)

Representations and Warranties Concerning Collateral, Etc. The Borrower Company further represents and warrants to the Lenders and the Operations Agent Lender as follows: : (a) the Borrower Company is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lien, except for the security interest created by this Agreement and other Permitted Liens permitted by the Credit Loan Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in §Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) except as set forth on Schedule 8 attached hereto, none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower Company holds no commercial tort claim relating to any of the Collateral except as indicated on the Perfection Certificate, (e) the Borrower Company has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substancessubstances except where such failure to comply would reasonably be expected to have a Borrower Material Adverse Effect, (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete, and (g) there has been no change in any of such information since the date on which the Perfection Certificate was signed by the BorrowerCompany.

Appears in 1 contract

Sources: Revolving Loan Agreement (Aspect Medical Systems Inc)

Representations and Warranties Concerning Collateral, Etc. The Borrower Debtor further represents and warrants to the Lenders and the Operations Agent Secured Party as follows: : (a) the Borrower Debtor is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of or any person or any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and other Liens liens permitted by the Credit Loan Agreement, (b) none of the Collateral constitutes, or is the proceeds of, “farm products” as defined in §Section 9-102(a)(34) of the Uniform Commercial Code of the StateCode, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Borrower Debtor holds no commercial tort claim except as indicated on the Perfection Certificate, (ed) the Borrower Debtor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (fe) all other information set forth on the Perfection Certificate Certificate, if any, pertaining to the Collateral is accurate and completecomplete as of the date of such certificate, and (gf) there has been no change in any the security interests granted herein are perfected and are of such information since first priority, except to the date on which extent of the Perfection Certificate was signed by the BorrowerPermitted Exceptions.

Appears in 1 contract

Sources: Security Agreement (Utah Medical Products Inc)