Representations and Warranties Concerning the Collateral Clause Samples

The 'Representations and Warranties Concerning the Collateral' clause requires one party, typically the borrower or grantor, to affirm certain facts about the collateral being pledged in a transaction. This may include assurances that the collateral is owned free and clear of liens, is not subject to undisclosed claims, and that the party has the authority to grant a security interest in it. By providing these representations and warranties, the clause helps protect the secured party by ensuring the collateral is valid and enforceable, thereby reducing the risk of disputes or losses related to the collateral's status.
Representations and Warranties Concerning the Collateral. Pledgor represents and warrants that (A) the ownership interests pledged hereunder are duly authorized, validly issued, fully paid and non-assessable; (
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Representations and Warranties Concerning the Collateral. (a) As of the date hereof (i) all items of equipment and inventory of each Borrower are located at the places specified in Schedule 3.2 hereto; (ii) during the five years immediately preceding the date of this Agreement, no Borrower nor any predecessor of any Borrower has used any corporate or fictitious name other than its current corporate name except as set forth on Schedule 3.2 hereto; (iii) no Borrower has any trade names except as set forth on (b) The Borrowers are the legal and beneficial owners of the Collateral free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement or permitted by this Agreement. (c) The Borrowers have exclusive possession and control of the Collateral. (d) This Agreement creates a valid security interest in the Collateral, securing the payment of the Obligations and, when properly perfected, shall constitute a valid perfected security interest in such Collateral, free and clear of all Liens except as created or permitted by this Agreement. (e) The inventory of each Borrower has been produced by such Borrower in compliance with all requirements of the Fair Labor Standards Act. (f) Each Borrower represents and warrants as to each and every Eligible Receivable now existing that: (1) it is a bona fide existing obligation, valid and enforceable against the Customer, for software installed or licensed, goods sold or leased or services rendered in the ordinary course of business; (2) it is subject to no material dispute, defense or offset except as disclosed in writing to the Administrative Agent or as reflected or reserved for in the financial statements delivered from time to time by the Borrowers to the Administrative Agent hereunder; (3) all instruments, chattel paper and other evidence of indebtedness issued to a Borrower with respect to any Eligible Receivable have been made available to the Administrative Agent, and, together with all supporting documents delivered to the Administrative Agent, are genuine, complete, valid and enforceable in accordance with their terms; (4) it is not subject to any discount, allowance or special terms of payment except in the ordinary course of business or as disclosed in writing to the Administrative Agent; and (5) except as required by the Assignment of Claims Act, it is not and shall not be subject to any prohibition or limitation upon assignment. Each Borrower covenants and agrees that each Eligible Receiv...
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Representations and Warranties Concerning the Collateral. Upon each Advance hereunder, Debtor hereby represents and warrants to Lender:
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Representations and Warranties Concerning the Collateral. (a) All items of equipment and inventory of each Borrower with an aggregate book value in excess of $100,000 are located at the places specified in Schedule 3.2 hereto. During the five years immediately preceding the date of this Agreement, no Borrower nor any predecessor of any Borrower has used any corporate or fictitious name other than its current corporate name. No Borrower has any trade names. The chief executive office and mailing address of each Borrower is located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The exact legal name of each Borrower is that indicated on the signature pages hereof. The Borrowers are organizations of the types, and are organized in the jurisdictions, set forth herein. The signature page hereof accurately sets forth each Borrower’s organizational identification number. (b) The Borrowers are the legal and beneficial owners of the Collateral free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement or permitted by this Agreement. No effective financing statement or other document similar in effect covering all or any part of the Collateral is on file in any recording office, except those filed in connection with the Existing Agreement as permitted by this Agreement such as may have been filed in favor of the Administrative Agent, for the ratable benefit of the Lenders, relating to this Agreement or otherwise permitted by this Agreement . (c) The Borrowers have exclusive possession and control of the Collateral. (d) This Agreement creates a valid security interest in the Collateral, securing the payment of the Obligations and, when properly perfected, shall constitute a valid perfected security interest in such Collateral, free and clear of all Liens except as created or permitted by this Agreement. (e) Any inventory produced by a Borrower has been produced by such Borrower in compliance with all requirements of the Fair Labor Standards Act. (f) Each Borrower represents and warrants as to each and every Receivable included in assets on the consolidated balance sheet of the Company and its Subsidiaries that: (1) it is a bona fide existing obligation, valid and enforceable to the knowledge of the Company against the Customer, for software installed or licensed, goods sold or leased or services rendered in the ordinary course of business; (2) it is subject to no dispute, defense or offset in an amount of greater than $1,000,000 excep...
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Representations and Warranties Concerning the Collateral. Pledgor represents and warrants that (A) the ownership interests pledged hereunder are duly authorized, validly issued, fully paid and nonassessable; (B) Pledgor is the sole legal and beneficial owner of the Collateral pledged by it and the pledge, assignment and delivery of the Collateral create a valid first and prior perfected security interest in the Collateral and no other security agreement covering the Collateral, or any part thereof, has been made, and no pledge or security interest, other than the one herein created, has attached or been perfected in the Collateral or in any part thereof; and (C) no dispute, right of setoff, counterclaim or defense exists with respect to any part of the Collateral. The delivery at any time by Pledgor to Secured Party of Collateral shall constitute a representation and warranty by Pledgor under this Agreement that, (i) with respect to such Collateral, and each item thereof, Pledgor is the sole legal and beneficial owner of, with good title to, the Collateral, and (ii) the matters warranted in this paragraph are true and correct.
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Representations and Warranties Concerning the Collateral. The ---------------------------------------------------------- Issuer has pledged to the Indenture Trustee all of its rights under the Collateral Sale Agreement and the Sale and Servicing Agreement and the Indenture Trustee has the benefit of the representations and warranties made by the Seller and the Depositor in such documents concerning the Collateral and the right to enforce any remedy against the Seller or the Depositor, as applicable, provided in the Collateral Sale Agreement and the Sale and Servicing Agreement, as applicable, to the same extent as though such representations and warranties were made directly to the Indenture Trustee.
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Representations and Warranties Concerning the Collateral. (a) The Borrower is the legal and equitable owner of the Residual Loan Collateral, free and clear of all Liens, except for the Lien granted under this Agreement and other Liens permitted by this Agreement. The Borrower or the Parent is the legal and equitable owner of the Warehouse Loan Collateral, free and clear of all Liens, except for the Lien granted under this Agreement and other Liens permitted by this Agreement. All items of Residual Loan Collateral and Warehouse Loan Collateral comply, as applicable, with all of the requirements of this Agreement, including those required for inclusion in the Adjusted Residual Borrowing Base Amount and the Warehouse Loan Borrowing Base. The Borrower has the full right and authority to pledge the Residual Loan Collateral pledged by it hereunder and has not pledged the Residual Loan Collateral, or any part thereof, to any other Person. The Borrower and the Parent each has the full right and authority to pledge the Warehouse Loan Collateral pledged by it hereunder and has not pledged the Warehouse Loan Collateral, or any part thereof, to any other Person. (b) The Securitization Transactions are valid, legally binding contracts, enforceable in accordance with their terms; have not been amended or otherwise modified except as disclosed to the Bank prior to the date hereof; and the Borrower has no knowledge of any condition, defect, or other circumstance which would impair the quality of the contracts or securities as Residual Loan Collateral under this Agreement. (c) No default, nor any event which would become a default with notice or lapse of time or both, has occurred and is continuing under any Securitization Transaction included in the Residual Loan Collateral. (d) The Borrower represents that the properties listed on Part A of EXHIBIT 5.17 hereof are (and have been for the five year period ending on the date hereof) the Borrower's chief places of business and chief executive office where the Borrower keeps its books and records, that the properties listed on Part B of EXHIBIT 5,17 hereto are (and have been since the Borrower's inception) all other places of business of the Borrower, and that Parts A and B of EXHIBIT 5.17 hereto constitutes all of the locations where any of the Collateral is located. The Borrower further represents and warrants that it has used no other names during the five year period ending on the date hereof other than those listed on EXHIBIT 5.17.
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Representations and Warranties Concerning the Collateral. (a) As of the date hereof (i) all items of equipment and inventory of the Borrower and its Subsidiaries is located at the places specified in Schedule 3.2 hereto; (ii) during the five years immediately preceding the date of this Agreement, none of the Borrower, any Subsidiary or any predecessor of the Borrower or any Subsidiary has used any corporate or fictitious name other than its current corporate name except as set forth on Schedule 3.2 hereto; (iii) neither the Borrower nor any Subsidiary has any trade names except as set forth on Schedule 3.2 hereto; (iv) the chief executive office and mailing address of the Borrower and its Subsidiaries is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (Palm Beach County); (v) the exact legal name of the Borrower and its Subsidiaries is that indicated on the signature pages hereof; (vi) the Borrower and each of its Subsidiaries is an organization of the type, and are organized in the jurisdictions set forth herein; and (vii) the signature page hereof accurately sets forth the organizational identification number of the Borrower and each of its Subsidiaries. (b) The Borrower or a Subsidiary is the legal and beneficial owner of the Collateral and either the Borrower or a Subsidiary has good and marketable title to the Collateral free and clear of any Lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement or permitted by this Agreement. (c) This Agreement creates a valid security interest in the Collateral, securing the payment of the Obligations and, when properly perfected, shall constitute a valid perfected security interest in such Collateral, free and clear of all Liens except as created or permitted by this Agreement.
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Related to Representations and Warranties Concerning the Collateral

  • REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY The Company and Seller jointly and severally represent and warrant to the Purchaser that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5).

  • Representations and Warranties Concerning the Seller The Seller hereby represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows: (i) the Seller (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (b) is qualified and in good standing as a foreign corporation to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Seller's business as presently conducted or on the Seller's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) the Seller has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (iii) the execution and delivery by the Seller of this Agreement have been duly authorized by all necessary corporate action on the part of the Seller; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Seller or its properties or the articles of incorporation or by-laws of the Seller, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Seller's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (iv) the execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; (v) this Agreement has been duly executed and delivered by the Seller and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Seller enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); (vi) there are no actions, suits or proceedings pending or, to the knowledge of the Seller, threatened against the Seller, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Seller will be determined adversely to the Seller and will if determined adversely to the Seller materially and adversely affect the Seller's ability to enter into this Agreement or perform its obligations under this Agreement; and the Seller is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and (vii) immediately prior to the transfer and assignment to the Trustee, each Mortgage Note and each Mortgage were not subject to an assignment or pledge, and the Seller had good and marketable title to and was the sole owner thereof and had full right to transfer and sell such Mortgage Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest.

  • Representations and Warranties Concerning the Purchaser As of the date hereof and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan Seller as follows: (a) the Purchaser (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing as a foreign corporation to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Purchaser's business as presently conducted or on the Purchaser's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (b) the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the articles of incorporation or by-laws of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Mortgage Loan Seller, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); (f) there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser will be determined adversely to the Purchaser and will if determined adversely to the Purchaser materially and adversely affect the Purchaser's ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and (g) the Purchaser's Information (as defined in Section 13(b) hereof) does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

  • Representations and Warranties Concerning the Mortgage Loans The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the representations and warranties made by the Seller in Section [____] and Section [____] of the Mortgage Loan Purchase Agreement concerning the Mortgage Loans and the right to enforce the remedies against the Seller provided in such Section [____] or Section [____] to the same extent as though such representations and warranties were made directly to the Indenture Trustee.

  • Representations and Warranties Concerning the Transaction (a) Representations and Warranties of the Seller (b) Representations and Warranties of the Buyer