Representations and Warranties Regarding Collateral Sample Clauses
Representations and Warranties Regarding Collateral. To induce the Bank to enter into this Agreement and make Credit Extensions, the Borrower hereby represents and warrants to the Bank that:
(a) Borrower is the beneficial and record owner of the Pledged Shares, free of all Liens, restrictive legends or stop transfer instructions; and
(b) all of the Pledged Shares have been duly authorized and validly issued and are fully paid and non-assessable; and
(c) The Pledged Shares delivered to the Bank constitute 100% of all of the issued and outstanding common shares of stock of the Issuer. Borrower owns no other common shares of the Issuer. All common shares of stock of the Issuer owned by the Borrower, (i) are in certificated form and registered in Borrower’s name, (ii) are fully described in Exhibit A, (iii) have been duly authorized, validly issued and are fully paid and non-assessable, and (iv) none of such shares have been issued or transferred in violation of the Securities Act of 1933, as amended or replaced (the "1933 Act") or the Securities Exchange Act of 1934, as amended or replaced (the "1934 Act"), and (v) there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral except as follows: None; and
(d) True, correct and complete copies of the Issuer’s governing documents and any other documents which evidence or govern the issuance or pledge (other than to Bank pursuant to this Agreement) of, or the rights and duties of any holders of the Pledged Shares have been delivered to Bank; and
(e) except for consents to which have already been obtained, no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Bank of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest and Lien in, the Collateral hereunder; and
(f) there are no restrictions on transfer of the Pledged Shares contained in the articles of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties; and
(g) none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, including, without limitation, the Sec...
Representations and Warranties Regarding Collateral. (i) Counterparty has not (A) created or permitted to exist any Lien (as defined in this Annex A) (other than the Security Interests (as defined in this Annex A)) or any Transfer Restriction upon or with respect to the Collateral (as defined in this Annex A), (B) sold or otherwise disposed of, or granted any option with respect to, any of the Collateral or (C) entered into or consented to any agreement (other than, in the case of clause (xi), the Confirmation) (x) that restricts in any manner the rights of any present or future owner of any Collateral with respect EXECUTION thereto or (y) pursuant to which any person other than Counterparty, Dealer and any securities intermediary through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have Control (as defined in this Annex A) in respect of any Collateral.
(ii) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of (A) the Collateral or (B) any other assets of Counterparty is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(iii) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia (or, if the issuer is organized elsewhere (a “Foreign Entity”), Counterparty shall have performed its covenant under paragraph (c)(i)(A) above in respect thereof) and is and will be represented by a certificate in the name of the Depository Trust Company or its nominee, without any restrictive legend (other than a restrictive legend which can be removed upon request), and held through a securities intermediary whose securities intermediary’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States (or, if the issuer is a Foreign Entity, held as required by applicable law and Counterparty shall have performed its covenant under paragraph (c)(i)(A) above in respect thereof).
(iv) No registration, recordatio...
Representations and Warranties Regarding Collateral. Debtor represents and warrants, as of the date of this Agreement and as of each date hereafter (except for changes permitted or contemplated by this Agreement) until termination of this Agreement:
(i) The correct name of Debtor is set forth in the first paragraph of this Agreement. The chief place of business, chief executive office of Debtor and all Inventory and Equipment of Debtor is located at the address specified as the notice address for Debtor (the "Premises") and Debtor has exclusive possession and control of the Equipment and Inventory. All records concerning any Accounts and all originals of all chattel paper which evidence any Account are located at the Premises and none of the Accounts is evidenced by a promissory note or other instrument except for such notes and other instruments delivered to Secured Party.
(ii) Debtor is the legal and beneficial owner of the Collateral free and clear of all liens except for liens of Secured Party. Debtor currently conducts business under the name: KIDSPEACE CORPORATION. 11/1/95 4
(iii) This Agreement creates in favor of Secured Party a legal, valid and enforceable security interest in the Collateral. When financing statements have been filed in the office of the Secretary of States of Massachusetts and Nevada or delivery of Collateral made to Secured Party, Secured Party will have a fully perfected first priority lien on, and security interest in, the Collateral in which a security interest may be perfected by filing or delivery.
(iv) No authorization, approval or other action by, and no notice to or filing with, any governmental authority that have not already been taken or made and which are in full force and effect, is required (A) for the grant by Debtor of the security interest in the Collateral granted hereby; (B) for performance of this Agreement by Debtor; or (C) for the exercise by Secured Party of any of its other rights or remedies hereunder.
Representations and Warranties Regarding Collateral. Each Borrowing Request shall be deemed to constitute a representation and warranty by the Borrower on the Requested Borrowing Date set forth therein that the Agency Commitment and the Take-Out Commitment identified thereon are both in full force and effect and that all representations and warranties made or deemed made by the Borrower to the Agency or Investor thereunder are true and correct. Upon the delivery of the Borrowing Request by which such Pledged Mortgage Loan is identified, the Borrower represents and warrants with respect to each Pledged Mortgage Loan that:
(a) The Borrower (and, if the Borrower did not originate such Pledged Mortgage Loan, the originator of such Pledged Mortgage Loan) complied, and the Principal Mortgage Documents and Other Mortgage Documents relevant to such Pledged Mortgage Loan comply, in all material respects with all applicable Requirements of Law, including, without limitation, (i) any usury laws, (ii) the Real Estate Settlement Procedures Act of 1974, as amended, (iii) the Equal Credit Opportunity Act, as amended, (iv) the Federal Truth in Lending Act, as amended, (v) Regulation Z of the Board of Governors of the Federal Reserve System, as amended, and (vi) any consumer protection laws;
(b) the full Face Amount of such Pledged Mortgage Loan (less any discount points paid by or on behalf of the borrower under such Pledged Mortgage Loan) was funded to the borrower thereunder;
(c) such Pledged Mortgage Loan was underwritten in compliance with the requirements of the Agency under the Pledged Agency Commitment to which it has been Allocated and the Mortgage Backed Security to be issued or guaranteed pursuant to such Agency Commitment satisfies (or upon issuance thereof will satisfy) all requirements for purchase under the Pledged Take- Out Commitment to which it has been Allocated;
(d) the Mortgage related to such Pledged Mortgage Loan creates a perfected first-priority lien (subject only to exceptions permitted by the Agency obligated under the Agency Commitment to which such Mortgage Loan has been Allocated) on residential real property consisting of land and a one-to-four family dwelling thereon which is completed and ready for occupancy and such Mortgage, the other Principal Mortgage Documents, the title policy relevant thereto and the Other Mortgage Documents relevant thereto comply in all respects with the requirements of the Agency under the applicable Agency Commitment;
(e) such Pledged Mortgage Loan is an Eligible M...
Representations and Warranties Regarding Collateral. Debtor represents and warrants, as of the date of this Agreement and as of each date hereafter (except for changes permitted or contemplated by this Agreement) until termination of this Agreement:
(i) The correct name of Debtor is set forth in the first paragraph of this Agreement. The chief place of business, chief executive office of Debtor and all Collateral of Debtor is located at the address specified as the notice address for Debtor (the "Premises") and Debtor has exclusive possession and control of the Collateral. All records concerning any Accounts and all originals of all chattel paper which evidence any Account are located at the Premises and none of the Accounts is evidenced by a promissory note or other instrument except for such notes and other instruments delivered to Secured Party.
(ii) Debtor is the legal and beneficial owner of the Collateral free and clear of all liens except for liens of Secured Party.
(iii) This Agreement creates in favor of Secured Party a legal, valid an enforceable security interest in the Collateral. When financing statements have been filed in the office of the Secretary of State of Michigan and Massachusetts and the County Recorder's office or delivery of Collateral made to Secured Party, Secured Party will have a fully perfected first priority lien on, and security interest in, the Collateral in which a security interest may be perfected by filing or delivery.
(iv) No authorization, approval or other action by, and no notice to or filin with, any governmental authority that have not already been taken or made and which are in full force and effect, is required (A) for the grant by Debtor of the security interest in the Collateral granted hereby; (B) for performance of this Agreement by Debtor; or (C) for the exercise by Secured Party of any of its other rights or remedies hereunder.
Representations and Warranties Regarding Collateral. (a) Pursuant to the Liens created pursuant to Section 10.1 and pursuant to all of the other Security Documents (if any) (including, without limitation, any and all UCC financing statements being filed by Administrative Agent against any Credit Party), and assuming that any such Security Document that is intended to be filed with any governmental public recording office has been so filed, Administrative Agent has been granted and has a valid and perfected first priority security interest and Lien in the Collateral, including the Personal Property (subject only to any Permitted Liens permitted under the terms of this Agreement and the other Financing Documents) securing the payment of the Obligations, and such security interests and Liens are entitled to all of the rights, priorities and benefits afforded by the UCC or other applicable Laws as enacted in any relevant jurisdiction which relate to perfected security interests. Except for the Patents, Trademarks and Copyrights disclosed on Schedule 3.19 (if any), none of the Collateral is federal registration collateral. To the best of Borrower’s Knowledge, all such Collateral is free and clear of any Liens other than Permitted Liens.
(b) Schedule 10.2(b) sets forth all of the addresses at which any of the Personal Property is located and/or books and records of Borrowers regarding any of the Personal Property are kept, indicating in each case which Borrower(s) have Personal Property and/or books and records located at such address, and, in the case of any such address not owned or leased by one or more of the Borrower(s) and listed on Schedule 3.20, indicating the nature of such location (e.g., third party warehouse, consignment location, processor location, etc.) and the name and address of the third party operating such location.
(c) Without limiting the generality of Section 3.2, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or consent of any other Person is required for (i) the grant by each Borrower to Administrative Agent of the security interests and Liens in the Collateral, including the Personal Property, provided for under this Agreement and the other Security Documents (if any), or (ii) the exercise by Administrative Agent of its rights and remedies with respect to the Collateral, including the Personal Property, provided for under this Agreement and the other Security Documents or under any applicable Law, including the UCC.
(d) Each exis...
Representations and Warranties Regarding Collateral. (a) The Initial Pledged Items are not subject to any Lien (other than the Security Interests) or any Transfer Restriction (other than the Existing Transfer Restrictions) upon or with respect to the Collateral; Pledgor has not sold or otherwise disposed of, or granted any option with respect to, any of the Collateral or entered into or consented to any agreement (other than, in the case of clause (x) below, this Pledge Agreement)
Representations and Warranties Regarding Collateral. Borrowers jointly and severally represent, warrant and promise to Administrative Agent that: (a) each Borrower has rights in and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ pursuant to the Loan Documents, free and clear of any and all Liens or claims of others, other than Permitted Liens, (b) the security interests granted pursuant to this Agreement, upon completion of the filings and other actions listed on Schedule 10.3 (which, in the case of all filings and other documents referred to in such Schedule, have been delivered to Administrative Agent in duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of Administrative Agent as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the terms hereof against any and all creditors of and purchasers from each Borrower (other than purchasers in the ordinary course of business) and such security interests are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Liens that have priority by operation of law and (c) no effective security agreement, mortgage, deed of trust, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is or will be on file or of record in any public office.
Representations and Warranties Regarding Collateral. Pledgor represents and warrants that:
a. Pledgor is the legal and beneficial owner of the Pledged Stock;
b. The Pledged Stock is free and clear of all Liens other than Liens created hereunder in favor of Pledgee; and
c. No governmental approval or filing or registration is required for the making and performance by Pledgor of this Agreement.
Representations and Warranties Regarding Collateral. 16 3.6 Borrower Appointed Agent.......................................... 17 3.7