Representations and Warranties of Grantor Clause Samples
The "Representations and Warranties of Grantor" clause sets out specific statements and assurances made by the grantor regarding the accuracy of certain facts and conditions at the time of entering into the agreement. Typically, these may include affirmations about the grantor's authority to enter the agreement, ownership of the property or rights being transferred, and the absence of undisclosed liabilities or legal issues. This clause serves to protect the other party by ensuring that the grantor is legally able to fulfill their obligations and that there are no hidden problems, thereby allocating risk and providing a basis for recourse if the representations prove untrue.
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Representations and Warranties of Grantor. To induce Grantee to enter into the Current Supplement Documents and to pay the Current Purchase Price Payment, Grantor hereby represents and warrants and covenants to Grantee that:
(a) All representations and warranties made by Grantor or any other TransTexas Company in any Production Payment Document now or previously delivered are true and correct as of the Current Closing Date (unless such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties are true and correct as of such earlier date), provided that the representations and warranties confirmed in the Omnibus Certificates heretofore delivered are true and correct as such Certificates are amended and updated through the date hereof. Without limitation of the foregoing, no Senior Notes Event of Default exists.
(b) Each TransTexas Company has performed all agreements, covenants, and conditions which it is required by any Production Payment Document to perform on or prior to the Current Closing Date.
(c) The consummation on the Current Closing Date of the transactions contemplated in the Current Supplement Documents: (i) is not prohibited by any law or any regulation or order of any court or governmental agency or authority applicable to Grantor or any other TransTexas Company, and (ii) does not subject any of them to any penalty or other onerous condition under or pursuant to any such law, regulation or order.
Representations and Warranties of Grantor. The Grantor hereby represents and warrants to the Administrative Agent and the other Secured Parties that:
Representations and Warranties of Grantor. Grantor hereby represents and warrants to the Secured Party as of the Issue Date (it being agreed by Grantor that all the representations and warranties of Grantor contained in this Agreement, or in any other Loan Document, shall be deemed remade by Grantor as of the issuance of any additional bonds of the Specific Series) that:
(a) Grantor is the sole owner of each item of the Collateral upon which it purports to grant a Security Interest hereunder, and has good and marketable title thereto, free and clear of any and all Liens.
(b) No effective security agreement, financing statement, equivalent security or lien instrument or continuation statement, financing statement or financing change statement covering all or any part of the Collateral is on file or of record in any public office, other than any such instrument included in the Loan Documents.
(c) This Agreement is effective to create in favor of the Secured Party (i) a valid and continuing Security Interest in the Collateral, (ii) upon the filing of the appropriate financing statements, a perfected Security Interest in the Collateral with respect to which a Lien may be perfected by filing pursuant to the Code, and (iii) upon the implementation of an account control agreement entered into pursuant to Section 4(b), a perfected Security Interest in the Depositary Account and the Digital Assets and Digital Currency in the Depositary Account. Upon the taking of the actions specified in clauses (ii) and (iii) above, all action by Grantor necessary or desirable to protect and perfect such Security Interest on each item of the Collateral shall have been duly taken.
(d) Grantor’s chief executive office, principal place of business, and place where it keeps its accounting records is set forth under Grantor’s name on the signature page to this Agreement.
(e) Grantor’s full legal name is as set forth in the signature page to this Agreement and, since the date of its formation, Grantor has not maintained any other name or any assumed name or trade name.
(f) Grantor is a company with limited liability, duly organized and existing and in good standing under the laws of Germany.
(g) The Loan Documents to which Grantor is a party, and all other documents, agreements and certificates required hereby or at any time hereafter delivered to the Secured Party in connection herewith or therewith, have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, ...
Representations and Warranties of Grantor. Grantor hereby represents and warrants to Lender that:
Representations and Warranties of Grantor. The Grantor jointly and severally represent and warrant to the Trustee as follows:
Representations and Warranties of Grantor. The Grantor represents and warrants to Grantee that (a) Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has the requisite corporate power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement by Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of Grantor and this Agreement has been duly executed and delivered by a duly authorized officer of Grantor and constitutes a valid and binding obligation of Grantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (
Representations and Warranties of Grantor. Grantor represents and warrants as follows:
a. Grantor is a corporation duly organized, existing and in good standing under the laws of the Delaware, (b) has the legal power to own its property and to carry on its business as now being conducted, and (c) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to so qualify or be in good standing would not have a Material Adverse Effect;
b. Grantor is, and as to Collateral acquired by it from time to time after the date hereof Grantor will be, the owner of all Collateral free from any liens, other than liens created hereby and other than Permitted Liens;
c. This Agreement creates, for the benefit and security of Lender in respect of the Obligations, a legally valid and binding lien on, pledge of, and security interest in the Collateral and, upon the filing of a UCC Financing Statement, and any applicable filings with respect to Copyrights, Patents or Trademarks in respect of the Collateral, such lien, pledge and security interest will be perfected and will have priority over the claims of any other present and future creditors of the Company (other than Permitted Liens or liens upon such of the Collateral that must be perfected by possession or control of such Collateral); and
d. Grantor's chief executive office, principal place of business and the place where Grantor maintains its records concerning the Collateral are each presently located at the address set forth on the signature page hereof; and Grantor's Federal taxpayer identification number and Grantor's organizational identification number under the laws of the State in which Grantor, as a registered organization, was organized are as set forth on the signature page hereto.
Representations and Warranties of Grantor. The Grantor hereby represents and warrants to the Trustee and Beneficiary that:
(a) This Agreement has been duly and validly executed and delivered by the Grantor and constitutes the legal, valid and binding obligation of the Grantor.
(b) The execution, delivery and performance by the Grantor of this Agreement, and the transfer and conveyance of Assets by the Grantor pursuant hereto, do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, decree, determination or award presently in effect having applicability to the Grantor, of (ii) result in a breach of or constitute a default under any indenture or loan or credit agreement, or any other agreement or instrument, to which the Grantor is a party or by which the Grantor or any of its properties may be bound or affected.
(c) No authorization, consent, approval license, qualification or formal exemption from, nor any filing, declaration or registration with, any court, governmental agency or regulatory authority, or with any securities exchange or any other Person is required in connection with (i) the execution, delivery or performance by the Grantor of this Agreement or (ii) the transfer and conveyance of the Assets by the Grantor in the manner and for the purposes contemplated by this Agreement.
(d) Any Assets transferred by the Grantor to the Trustee for deposit to the Trust Account will be in such form that the Beneficiary whenever necessary may, and the Trustee upon written direction by the Beneficiary will, negotiate any such Assets without consent or signature from the Grantor or any person in accordance with the terms of this Agreement.
(e) All Assets transferred by the Grantor to the Trustee for deposit to the Trust Account shall consist only of cash or the Eligible Investments specified in Schedule C, unless otherwise approved in writing by the Beneficiary and acceptable to the Trustee as investments eligible for its custody services.
(f) At the date of each delivery by the Grantor to the Trustee of each certificate, instrument or other document constituting, representing or evidencing the Assets, the Trustee will then be the lawful owner of, and will have good and marketable title to such Assets, free and clear of all liens or encumbrances.
Representations and Warranties of Grantor. Each Grantor represents and warrants to Lender that:
(a) Grantor’s legal name is exactly as set forth on the first page of this Agreement, its chief executive office and principal place of business are set forth on Schedule A, and all of Grantor’s organizational documents or agreements delivered to Lender are complete and accurate in all material respects;
(b) Grantor has legal title to and has possession or control of the Collateral;
(c) Grantor has the exclusive right to grant a security interest in the Collateral;
(d) all Collateral is genuine, free from Liens, adverse claims, setoffs, default, prepayment, defenses and conditions precedent of any kind or character, except the Security Interest created by this Agreement and Permitted Liens;
(e) all statements contained in this Agreement and, where applicable, regarding the Collateral are true and complete in all material respects;
(f) no financing statement covering any of the Collateral, and naming any secured party other than Lender and holders of Permitted Liens, is on file in any public office;
(g) all Persons appearing to be obligated on Collateral have authority and capacity to contract and are bound as they appear to be;
(h) all property subject to Chattel Paper has been properly registered and filed in compliance with law and to perfect the interest of Grantor in such property;
(i) all Accounts and other rights to payment comply with all applicable laws concerning form, content and manner of preparation and execution, including where applicable Federal Reserve Regulation Z and any state consumer credit laws;
(j) Schedule A lists all real property owned or leased by Grantor;
(k) Schedule A provides a complete and correct list of: (i) all registered copyrights and copyright applications owned by Grantor, (ii) all intellectual property licenses entered into by Grantor; (iii) all registered patents and patent applications owned by Grantor; and (iv) all registered trademarks and trademark applications owned by Grantor;
(l) Schedule A contains a listing of all of Deposit Accounts, Securities Accounts and Commodity Accounts of Grantor, including, with respect to each bank, securities intermediary or commodity intermediary: (a) the name and address of such entity, and (b) the account numbers of the Deposit Accounts, Securities Accounts or Commodity Accounts maintained with such entity;
(m) The Inventory and Equipment of Grantor are not stored with a bailee, warehouseman, processor or similar party and ar...
Representations and Warranties of Grantor. Grantor hereby represents and warrants to the Collateral Agent that: