Representations, Warranties and Covenants of the Debtor Sample Clauses
POPULAR SAMPLE Copied 1 times
Representations, Warranties and Covenants of the Debtor. The Debtor, as of the date hereof, hereby represents, warrants and covenants as follows:
4.1 Except for the Security Interest, as of the execution of the Purchase Agreement, and subject to the representations and warranties of Secured Party contained in the Purchase Agreement, Debtor has good and marketable title to, and is the owner of, the Collateral free from any adverse lien, security interest, claim or encumbrance, and will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein.
4.2 The locations of the offices where the Debtor maintains its books and records concerning the Collateral are as set forth in Schedule 4.2 or at the location(s) hereafter disclosed to the Secured Party pursuant to Section 5 hereof
4.3 The Debtor is a corporation organized under the laws of Nevada, qualified to do business in Pennsylvania. The Debtor's exact legal name is as set forth in the first paragraph of this Security Agreement. The Debtor agrees that it will preserve its corporate existence and will not, either in one transaction or a series of transactions, merge into or consolidate with any entity or change its name without providing Secured Party thirty (30) days' prior written notice of a proposed change in name.
4.4 The places of business of the Debtor are as set forth on Schedule 4.4. If the Debtor has more than one place of business, the chief executive offices of the Debtor are at the address set forth in Schedule 4.4 or at the location(s) hereafter disclosed to the Secured Party pursuant to Section 5 hereof
4.5 All Goods, Inventory and Equipment of the Debtor are located at one or more of the addresses set forth in Schedule 4.5 or at the location(s) hereafter disclosed to the Secured Party pursuant to Section 5 hereof.
4.6 Every Account is and will be a good and valid Account representing an undisputed bona fide indebtedness of an account debtor to the Debtor, and there are and will be no defenses, setoffs or counterclaims of any nature whatsoever against any Account; and no agreement, under which any deduction, discount, allowance or special terms of payment may be claimed, has been or will be made with any account debtor without prior notice to the Secured Party.
4.7 Except as enumerated on Schedule 4.7 attached to this Agreement no financing statement covering the Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement.
4.8 The Debtor wil...
Representations, Warranties and Covenants of the Debtor. (a) The Debtor is and will continue to be the owner of all of the Intellectual Property Collateral, free from any adverse claim, security interest, lien or encumbrance in favor of any Person except for the security interest granted to the Secured Party and except for (i) the prior lien of Silicon Valley Bank and (ii) Permitted Liens.
(b) None of the Intellectual Property Collateral is or shall become subject to any Lien in favor of any Person other than the Secured Party and except for any Permitted Liens, and the Debtor agrees that it shall not license, transfer, convey or encumber any interest in or to the Intellectual Property Collateral. Notwithstanding the foregoing, the Debtor shall be permitted to license any of the Intellectual Property Collateral in the ordinary course of business on commercially reasonable terms and conditions. Any license of the Intellectual Property Collateral granted by the Debtor (each, a "License") shall be in writing and shall reserve all rights in the Debtor except those reasonably necessary in the ordinary course of business to fulfill the permitted purposes herein. The Debtor shall cause a copy of each License to be delivered to the Secured Party within thirty (30) days of execution by all parties thereto.
(c) Except as disclosed in Schedule D hereto, the Debtor has made no previous assignment, transfer or agreement materially in conflict herewith or constituting a present or future assignment, transfer, or encumbrance of any of the Intellectual Property Collateral.
(d) Except as disclosed in Schedule D hereto, there is no financing statement or other document or instrument now signed or on file in any public office granting a security interest in or otherwise encumbering any part of the Intellectual Property Collateral, except those showing the Secured Party as secured party. So long as any Obligations remain outstanding, the Debtor will not execute, and there will not be on file in any public office, any such financing statement or other document or instruments, except financing statements filed or to be filed in favor of the Secured Party or pursuant to a transaction permitted by the second sentence of Section 2(b).
(e) Subject to any limitation stated therein or in connection therewith, all information furnished to the Secured Party concerning the Intellectual Property Collateral and proceeds thereof is and will be accurate and correct in all material respects.
(f) Except as disclosed in Schedule D hereto, all Intell...
Representations, Warranties and Covenants of the Debtor. In order to induce Silicon to enter into this Agreement, Debtor represents and warrants to Silicon as follows, and Debtor covenants that the following representations will continue to be true, and that Debtor will at all times comply with all of the following covenants:
Representations, Warranties and Covenants of the Debtor. The Debtor represents and warrants to the other parties that:
(a) this Agreement constitutes its duly authorized, legal, valid, binding and enforceable obligation;
(b) the performance of its obligations under this Agreement and the consummation of the transactions contemplated hereunder will not (i) constitute or result in a breach of its certificate or articles of incorporation or by-laws, or the provisions of any material contract to which it is a party or by which it is bound or (ii) result in the violation of any law, regulation, judgment, decree or governmental order applicable to it; and
(c) all approvals and authorizations required to permit the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained.
Representations, Warranties and Covenants of the Debtor. The Debtor represents, warrants and covenants that:
(a) The Debtor's Title. The Debtor is, as to all of the Collateral, the owner of the Collateral, which is free from any lien, security interest, or encumbrance, except for immaterial statutory liens, and the Debtor shall defend the Collateral and proceeds and products thereof against any and all claims and demands adverse to the interests of the Secured Party.
Representations, Warranties and Covenants of the Debtor. With respect to the Secured Assets, Debtor hereby represents, warrants and covenants to the Secured Party as follows:
(i) During the term of this Security Agreement, Debtor will have such rights of ownership or other rights to each item of the Secured Assets as Debtor has on and as of the date hereof; the same will be used solely in connection with the Debtor's business; all of the Secured Assets are free and clear of all liens and encumbrances whatsoever, including any security interests or collateral interests of any other party.
(ii) Debtor will execute all financing statements and amendments and supplements thereto, if any, and will attend to the filing of any and all continuation statements, as may be reasonably requested by the Secured Party in order to continue the validity of the security interests of the Secured Party hereunder.
(iii) Debtor shall, from time to time as requested by the Secured Party, take such action and execute and deliver to the Secured Party all such instruments, supplements, further assurances and security or other agreements as may be reasonably required or reasonably requested by the Secured Party in order to perfect and continue the Secured Party's security interest in the Secured Assets hereunder.
(iv) Debtor agrees to pay, and to save the Secured Party harmless from, any and all liabilities, costs and expenses (including, without limitation, reasonable legal fees and expenses) except those caused by wilful misconduct or gross negligence of the Secured Party (1) with respect to, or resulting from, any delay in paying, any and all excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Secured Assets, and (2) in connection with any of the transactions contemplated by this Security Agreement.
(v) Debtor will not create, incur or permit to exist, and it will defend the Secured Assets against, and it will take such other action as is necessary to remove, any lien or claim on or to the Secured Assets, other than the liens created hereby, and, subject to the terms of any agreements relating to licensed Secured Assets, it will defend the right, title and interest of the Secured Party in and to any of the Secured Assets against the claims and demands of all persons whomsoever.
(vi) Debtor will not sell, transfer, lease, license or otherwise dispose of any of the Secured Assets, except upon the advance written consent of the Secured Party.
(vii) Debtor has the power to execute and de...
Representations, Warranties and Covenants of the Debtor. SECTION 3.1 Representations and Warranties of the Debtor.....................................29
Representations, Warranties and Covenants of the Debtor. The Debtor represents, warrants and covenants, and shall be deemed to do so continually as long as this Agreement shall remain in force, that:
Representations, Warranties and Covenants of the Debtor. 7.1 The Debtor represents, warrants and covenants to the Assignee that:
(a) the full amount of the Assigned Debt is now due, and has been owing for more than one year prior to the date of this Agreement, and the Debt has not been prepaid in full or in part;
(b) the balance of the Debt as described and attached hereto in Schedule 1 is true and correct, and is so recorded on Debtor’s financial records;
(c) the Debtor has had continuing operations from the original date of incorporation to the present, and that it is not now, has never been, and will not become a “shell company” within the definition of the term “shell company” as promulgated by the Securities and Exchange Commission.
7.2 The representations, warranties and covenants contained in Section 7.1 are provided for the benefit of the parties to this agreement, including the Debtor’s transfer agent, any broker-dealer, and any third-parties engaged to render any legal opinions related hereto, and a breach of any one or more thereof may be waived by the any party in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant
Representations, Warranties and Covenants of the Debtor. Section 3.1