REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR Sample Clauses
The "Representations, Warranties and Covenants of the Grantor" clause sets out the specific assurances, promises, and ongoing obligations that the grantor makes to the other party in an agreement. Typically, this includes statements confirming the grantor's authority to enter into the agreement, the accuracy of information provided, and commitments to maintain certain standards or refrain from specific actions during the contract term. This clause is essential for allocating risk and ensuring that the grantor is legally bound to uphold certain standards, thereby protecting the interests of the other party and providing a basis for recourse if the grantor's statements prove false or are breached.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. As a material inducement to the Operating Partnership to enter into this Agreement and to consummate the transactions contemplated hereby, the Grantor hereby makes to the Operating Partnership each of the representations and warranties set forth in this Article III, which representations and warranties (unless otherwise noted) are true as of the date hereof. As a condition to the Operating Partnership's obligation to purchase the Interests after the exercise of the Option, such representations and warranties must be true as of the Closing Date.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor hereby represents, warrants and covenants that, at all times while any of the Secured Obligations remain outstanding and/or unperformed:
(a) except for the Lien granted hereunder (and the rights and remedies of the Loan Trustee related to such Lien), the Grantor is and will at all times in the future, so long as any of the Secured Obligations remain outstanding and/or unperformed, be the sole legal owner of the Lease Collateral, free and clear of any and all Liens. The Grantor will promptly, at its own expense, take (or cause to be taken) such actions as may be necessary to duly discharge any Lien if the same shall arise at any time;
(b) except as contemplated hereby, the Grantor has not previously made nor will it make, so long as any of the Secured Obligations remain outstanding and/or unperformed, any sale, assignment, pledge, mortgage, hypothecation or transfer of the Lease Collateral;
(c) the Grantor has legal authority to grant a Lien in respect of the Lease Collateral in the manner hereby done or contemplated and will defend the Grantor’s title to the Lease Collateral against the claims of any and all Persons;
(d) no consent or approval of any governmental entity, or of any securities exchange, is necessary to the validity of the Lien effected hereby;
(e) the Grantor will not cause or consent to any act or omission or failure to act which would constitute, or result, directly or indirectly, in the occurrence of a Lease Event of Default;
(f) at any time and from time to time, at the expense of the Grantor, the Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Loan Trustee may reasonably request, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Loan Trustee to exercise and enforce its rights and remedies hereunder;
(g) the Grantor shall not directly or indirectly assign, convey or otherwise transfer any of its right, title or interest in and to any of the Lease Collateral;
(h) The Grantor shall:
(i) duly perform all of its obligations under the Lease and take all actions necessary to keep the Lease in full force and effect;
(ii) promptly upon acquiring actual knowledge of the same, notify the Loan Trustee of any material default (whether by the Grantor or the Lessee) under or cancellation, termination or rescission or purported cancellation, termination or rescission of the Lease specifying in re...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor represents and warrants to, and covenants with, the Secured Party as follows:
(a) The Grantor has rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to the Grantor acquiring the same) and no Lien other than (x) with respect to the Collateral other than the Pledged Collateral, Permitted Liens, and (y) with respect to the Pledged Collateral, the Permitted Liens described in clause (A) or (N) of the definition thereof, in either case, exists or will exist upon such Collateral at any time.
(b) This Agreement is the legal, valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought.
(c) This Agreement is effective to create in favor of the Secured Party a valid security interest in and Lien upon all of the Grantor’s right, title and interest in and to the Collateral, and upon (i) the filing of appropriate UCC financing statements in the jurisdictions listed on Schedule I attached hereto, (ii) each Deposit Account being subject to a Control Agreement (as hereinafter defined) among the Grantor, depository institution and the Secured Party on behalf of the Holders, (iii) filings in the United States Patent and Trademark Office or United States Copyright Office with respect to Collateral that is Patents, Trademarks or Copyrights, as the case may be, (iv) the filing of the Mortgages in the jurisdictions listed on Schedule I hereto, (v) the delivery to the Secured Party of the Pledged Collateral together with assignments in blank, (vi) the security interest created hereby being noted on each certificate of title evidencing the ownership of any Motor Vehicle in accordance with Section 4.1(d) hereof, (vii) delivery to the Secured Party or its Representative of Instruments duly endorsed by the Grantor or accompanied by appropriate instruments of transfer duly executed by the Grantor with respect to Instruments not constituting Chattel Paper and (viii) the consent of the issuer and any confirmer of any letter of cred...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. 11.1. The Grantor hereby represents, warrants and covenants in favour of the Grantee and each of the Holders as follows:
11.1.1. The Grantor is and shall (until it is dissolved) remain a corporation duly incorporated and validly existing under the laws of England and Wales and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor hereby represents, warrants and covenants that, at all times while any of the Secured Obligations remain outstanding and/or unperformed:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. (a) The Grantor is and will continue to be the owner of all of the Intellectual Property Collateral, except as set forth in Schedule D, free from any adverse claim, security interest, lien or encumbrance in favor of any Person except for the security interest granted to the Lender and except for Permitted Liens.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor incorporates by reference its representations, warranties, covenants and agreements relating to the Collateral as more fully set forth in the Loan Agreement and the following:
(a) No Additional Trademarks. As of the date hereof, the Grantor does not own any Trademarks, or have any Trademarks registered in or the subject of pending applications in the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, other than those grants, registrations or applications for registrations listed on Schedules A annexed hereto and made a part hereof.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor incorporates by reference its representations, warranties, covenants and agreements relating to the Collateral as more fully set forth in the Loan Agreement and the following:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor agrees, covenants, represents and warrants as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor represents and warrants to the Grantee that (a) the Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by the Grantor and the consummation by the Grantor of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Grantor and no other corporate proceedings on the part of the Grantor are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by the Grantor and constitutes a valid and binding obligation of the Grantor, and, assuming this Agreement constitutes a valid and binding obligation of the Grantee, is enforceable against the Grantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, (d) the Grantor has taken all necessary corporate action to authorize and reserve for issuance and to permit it to issue, upon exercise of the Stock Option, and at all times from the date hereof through the expiration of the Stock Option will have so reserved, 7,614,659 unissued shares of Grantor Common Stock, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, (e) upon delivery of such shares of the Grantor Common Stock to the Grantee upon exercise of the Stock Option, the Grantee will acquire valid title to all of such shares, free and clear of any and all Liens of any nature whatsoever, (f) the execution and delivery of this Agreement by the Grantor does not, and the performance of this Agreement by the Grantor will not, (1) violate the certificate of incorporation or bylaws of the Grantor, (2) conflict with or violate any statute, rule, regulation, order, judgment or decree applicable to the Grantor or by which it or any of its assets or properties is bound or affected, or (3) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights or termination, amendment, acceleration or cancellation of, or r...