Representations and Warranties Concerning Grantor’s Legal Status. Each Grantor has previously delivered to the Administrative Agent a certificate signed by such Grantor and entitled “Perfection Certificate” (the “Perfection Certificate”). Each Grantor represents and warrants to the Secured Parties and the Administrative Agent as follows: (a) such Grantor’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof, (b) such Grantor is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate, (c) the Perfection Certificate accurately sets forth such Grantor’s organizational identification number or accurately states that such Grantor has none, (d) the Perfection Certificate accurately sets forth such Grantor’s place of business or, if more than one, its chief executive office, as well as such Grantor’s mailing address, if different, (e) all other information set forth on the Perfection Certificate pertaining to such Grantor is accurate and complete, and (f) there has been no change in any of such information since the date on which the Perfection Certificate was signed by such Grantor.
Representations and Warranties Concerning Grantor’s Legal Status. The Additional Grantor has previously delivered to the Purchasers a certificate signed by the Additional Grantor and entitled “Perfection Certificate” (the “Perfection Certificate”). The Additional Grantor represents and warrants to the Purchasers as follows: (a) the Additional Grantor’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof, (b) the Additional Grantor is an organization of the type and organized in the jurisdiction set forth in the Perfection Certificate, (c) the Perfection Certificate accurately sets forth the Additional Grantor’s organizational identification number or accurately states that the Additional Grantor has none, (d) the Perfection Certificate accurately sets forth the Additional Grantor’s place of business or, if more than one, its chief executive office as well as the Additional Grantor’s mailing address if different, (e) all other information set forth on the Perfection Certificate pertaining to the Grantor is accurate and complete including but not limited to information pertaining to copyrights and (f) each of the representations and warranties contained in the Transaction Documents relating to it are true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
Representations and Warranties Concerning Grantor’s Legal Status. Each Grantor has previously delivered to the Purchasers a certificate signed by each Grantor and entitled “Perfection Certificate” (the “Perfection Certificate”). Each Grantor represents and warrants to the Purchasers as follows: (a) the Grantor’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof, (b) the Grantor is an organization of the type and organized in the jurisdiction set forth in the Perfection Certificate, (c) the Perfection Certificate accurately sets forth the Grantor’s organizational identification number or accurately states that the Grantor has none, (d) the Perfection Certificate accurately sets forth the Grantor’s place of business or, if more than one, its chief executive office as well as the Grantor’s mailing address if different and (e) all other information set forth on the Perfection Certificate pertaining to the Grantor is accurate and complete.
Representations and Warranties Concerning Grantor’s Legal Status. The Additional Grantor has previously delivered to the Purchasers a certificate signed by the Additional Grantor and entitled “Perfection Certificate” (the “Perfection Certificate”) (form of Perfection Certificate to be completed is attached hereto as Schedule 1). The Additional Grantor represents and warrants to the Purchasers as follows: (a) the Additional Grantor’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof, (b) the Additional Grantor is an organization of the type and organized in the jurisdiction set forth in the Perfection Certificate, (c) the Perfection Certificate accurately sets forth the Additional Grantor’s organizational identification number or accurately states that the Additional Grantor has none, (d) the Perfection Certificate accurately sets forth the Additional Grantor’s place of business or, if more than one, its chief executive office as well as the Additional Grantor’s mailing address if different (e) all other information set forth on the Perfection Certificate pertaining to the Grantor is accurate and complete and (f) each of the representations and warranties contained in the Transaction Documents relating to it are true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
Representations and Warranties Concerning Grantor’s Legal Status. The Grantor represents and warrants to the Secured Party as follows: (a) the Grantor’s exact legal name is “ESPRE SOLUTIONS, INC.”, (b) the Grantor is a corporation and the state of organization of Grantor is Nevada, (c) the Grantor’s organizational identification number, if any, is C19663-2004, and (d) the address of Grantor’s chief executive office is 0000 Xxxx Xxxxx Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxx, Xxxxx 00000.
Representations and Warranties Concerning Grantor’s Legal Status. The Grantor represents and warrants to the Lender as follows: (a) it is a corporation which is duly organized, validly existing and in good standing under the laws of the State of Ohio and is validly existing and in good standing in all states in which the Grantor is doing business; (b) it is also duly qualified as a foreign corporation and is in good standing in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition; (c) it has full power and authority to own its properties and to transact the businesses in which it is presently engaged or presently proposes to engage; (d) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action of the Grantor; and (e) this Agreement constitutes, and any instrument or agreement required hereunder to be given by the Grantor to the Lender when delivered will constitute, the legal, valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with their respective terms.
Representations and Warranties Concerning Grantor’s Legal Status. Each of the Grantors is, concurrently with the execution of this Agreement, delivering to the Agent a certificate signed by such Grantor and entitled “Perfection Certificate” (a “Perfection Certificate”). Each of the Grantors represents and warrants as of the date hereof to Secured Party as follows:
Representations and Warranties Concerning Grantor’s Legal Status. The Grantor represents and warrants to the Lender as follows: (a) it has full power and authority to own its properties and to transact the businesses in which it is presently engaged or presently proposes to engage; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action of the Grantor; and (c) this Agreement constitutes, and any instrument or agreement required hereunder to be given by the Grantor to the Lender when delivered will constitute, the legal, valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with their respective terms.
Representations and Warranties Concerning Grantor’s Legal Status. The Grantor represents and warrants to the Secured Party as follows: (a) the Grantor’s exact legal name is that indicated on Schedule 1 attached hereto, (b) the Grantor is an organization of the type, and is organized in the jurisdiction, set forth on Schedule 1 attached hereto, (c) Schedule 1 attached hereto accurately sets forth the Grantor’s organizational identification number or accurately states that the Grantor has none, and (d) Schedule 1 attached hereto accurately sets forth the Grantor’s place of business or, if more than one, its chief executive office as well as the Grantor’s mailing address if different.
Representations and Warranties Concerning Grantor’s Legal Status. Grantor represents and warrants to the Secured Party as of the date hereof as follows: (a) the Grantor’s exact legal name is that indicated on Schedule D and on the signature page hereof, (b) the Grantor is an organization of the type and organized in the jurisdiction set forth in the Schedule D, (c) Schedule D accurately sets forth the Grantor’s organizational identification number or accurately states that the Grantor has none, (d) Schedule D accurately sets forth the Grantor’s place of business or, if more than one, its chief executive office as well as the Grantor’s mailing address if different and (e) all other information set forth on Schedule D pertaining to the Grantor is accurate and complete in all material respects.
