Common use of Representations and Warranties and Covenants Relating to Collateral Clause in Contracts

Representations and Warranties and Covenants Relating to Collateral. (a) Each Borrower has good title to, has rights in, and the power to transfer each item of Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Except as set forth on Schedule 9.2, each Borrower is the sole owner of the registered Intellectual Property it purports to own. To the knowledge of Borrowers after due inquiry, each patent is valid and enforceable and no part of the Intellectual Property of Borrowers has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the registered Intellectual Property of Borrowers violates the rights of any third party. Schedule 9.2 sets forth (i) each chief executive office and principal place of business of each Borrower and each of their respective Subsidiaries and (ii) all of the addresses (including all warehouses) at which any of the Collateral is located and/or books and records of Borrowers regarding any of the Collateral are kept, which such Schedule 9.2 indicates in each case which Borrower(s) have Collateral and/or books and records located at such address, and, in the case of any such address not owned by one or more of the Borrowers(s), indicates the nature of such location (e.g., leased business location operated by Borrower(s), third party warehouse, consignment location, processor location, etc.) and the name and address of the third party owning and/or operating such location.

Representations and Warranties and Covenants Relating to Collateral. (a) Each Borrower has good title to, has rights in, and the power to transfer each item of Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Except as set forth on Schedule 9.2, each Each Borrower is the sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers and suppliers in the registered Ordinary Course of Business. No part of Borrower's Intellectual Property it purports to own. To the knowledge of Borrowers after due inquiry, each patent is valid and enforceable and no part of the Intellectual Property of Borrowers has been judged invalid or unenforceable, in whole or in part, and to the best of Borrowers' knowledge, no claim has been made that any part of the registered Intellectual Property of Borrowers any Borrower violates the rights of any third partyparty except to the extent such claim could not reasonably be expected to have a Material Adverse Effect. Schedule 9.2 sets forth (i) each chief executive office and principal place of business of each Borrower and each of their respective Subsidiaries and (ii) all of the addresses Credit and Security Agreement 46 (including all warehouses) at which any of the Collateral is located and/or books and records of Borrowers regarding any of the Collateral are kept, which such Schedule 9.2 indicates in each case which Borrower(s) have Collateral and/or books and records located at such address, and, in the case of any such address not owned by one or more of the Borrowers(s), indicates the nature of such location (e.g., leased business location operated by Borrower(s), third party warehouse, consignment location, processor location, etc.) and the name and address of the third party owning and/or operating such location.

Representations and Warranties and Covenants Relating to Collateral. (a) Each Borrower has good title to, has rights in, and the power to transfer each item of Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Except as set forth on Schedule 9.2, each Each Borrower is the sole owner of the registered Intellectual Property it purports to own. To the knowledge of Borrowers after due inquiry, each Each patent is valid and enforceable and no part of the Intellectual Property of Borrowers has been judged invalid or unenforceable, in whole or in part, and to the best of Borrowers’ knowledge, no claim has been made that any part of the registered Intellectual Property of Borrowers violates the rights of any third partyparty except to the extent such claim could not reasonably be expected to have a Material Adverse Effect. Schedule 9.2 8.2 sets forth (i) each chief executive office and principal place of business of each Borrower and each of their respective Subsidiaries and (ii) all of the addresses (including all warehouses) at which any of the Collateral is located and/or books and records of Borrowers regarding any of the Collateral are kept, which such Schedule 9.2 8.2 indicates in each case which Borrower(s) have Collateral and/or books and records located at such address, and, in the case of any such address not owned by one or more of the Borrowers(s), indicates the nature of such location (e.g., leased business location operated by Borrower(s), third party warehouse, consignment location, processor location, etc.) and the name and address of the third party owning and/or operating such location.

Representations and Warranties and Covenants Relating to Collateral. (a) Each Borrower has good title to, has rights in, and the power to transfer each item of Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Except as set forth on Schedule 9.2, each Borrower is to the sole owner of extent that the registered Intellectual Property it purports to own. To Borrowers have notified the knowledge of Borrowers after due inquiry, each patent is valid and enforceable and no part of the Intellectual Property of Borrowers has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the registered Intellectual Property of Borrowers violates the rights Administrative Agent of any third party. changes thereof in accordance with the terms of Section 9.2 (d) of this Agreement and otherwise complied with the requirements of such Section 9.2(d), Schedule 9.2 sets forth (i) each chief executive office and principal place of business of each Borrower and each of their respective Subsidiaries and (ii) all of the addresses (including all warehouses) at which any of the Collateral is located and/or books and records of Borrowers regarding any of the Collateral are kept, which such Schedule 9.2 (or such subsequent notice) indicates in each case which Borrower(s) have Collateral and/or books and records located at such address, and, in the case of any such address not owned by one or more of the Borrowers(s), indicates the nature of such location (e.g., leased business location operated by Borrower(s), third party warehouse, consignment location, processor location, etc.) and the name and address of the third party owning and/or operating such location; provided ,however, that no such prior written notice shall be required with respect to any Collateral consisting of inventory and/or equipment having a value of less than $500,000 at any location.

Representations and Warranties and Covenants Relating to Collateral. (a) Each Borrower has good title to, has rights in, and the power to transfer each item of Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Except as set forth on Schedule 9.2, each Each Borrower is the sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the registered Intellectual Property it purports to ownOrdinary Course of Business. To the knowledge of Borrowers after due inquiry, each Each patent is valid and enforceable and no part of the Intellectual Property of Borrowers has been judged invalid or unenforceable, in whole or in part, and to the best of Borrowers’ knowledge, no claim has been made that any part of the registered Intellectual Property of Borrowers violates the rights of any third partyparty except to the extent such claim could not reasonably be expected to have a Material Adverse Effect. Schedule 9.2 sets forth (i) each chief executive office and principal place of business of each Borrower and each of their respective Subsidiaries and (ii) all of the addresses (including all warehouses) at which any of the Collateral is located and/or books and records of Borrowers regarding any of the Collateral are kept, which such Schedule 9.2 indicates in each case which Borrower(s) have Collateral and/or books and records located at such address, and, in the case of any such address not owned by one or more of the Borrowers(s), indicates the nature of such location (e.g., leased business location operated by Borrower(s), third party warehouse, consignment location, processor location, etc.) and the name and address of the third party owning and/or operating such location.