Representations Regarding Collateral Clause Samples
Representations Regarding Collateral. The Issuer represents and warrants on the Closing Date (which representations and warranties shall (except as otherwise provided) survive the execution of this Indenture and be deemed to be repeated on each date on which Collateral is Delivered as if made at and as of that time and may be waived only with Rating Agency Confirmation from S&P) that:
(a) This Indenture creates valid and continuing security interests (as defined in the applicable Uniform Commercial Code) in the Collateral in favor of the Trustee for the benefit of the Secured Parties, which security interest is prior to all other liens, claims and encumbrances and is enforceable as such as against creditors of and purchasers from the Issuer, except as otherwise permitted under this Indenture.
(b) The Issuer owns the Collateral free and clear of any lien, claim or encumbrance of any Person, other than the security interests created or permitted under this Indenture.
(c) The Issuer has received all consents and approvals required by the terms of any item of Collateral to the transfer to the Trustee of its interest and rights in the Collateral hereunder.
(d) All Collateral other than the Pledged Accounts has been credited to one or more Pledged Accounts (other than (i) any "general intangibles" within the meaning of the applicable Uniform Commercial Code and (ii) any instruments evidencing debt underlying a Participation).
(e) The Intermediary for each Pledged Account has agreed to treat all assets credited to each Pledged Account as "financial assets" within the meaning of the applicable Uniform Commercial Code.
(f) The Issuer has taken all steps necessary to cause the Intermediary to identify in its records the Trustee as the entitlement holder of each of the Pledged Accounts. The Pledged Accounts are not in the name of any person other than the Issuer or the Trustee. The Issuer has not consented for the Intermediary of any Pledged Account to comply with entitlement orders of any person other than the Trustee.
(g) None of the promissory notes that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Trustee.
(h) The Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral ...
Representations Regarding Collateral. As to each Account of the Company as to which the Collateral Agent holds a Lien, such Account is (i) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of the Company’s business, and (ii) owed to the Company. As to each item of Inventory or Equipment as to which the Collateral Agent holds a Lien, such Inventory is of good and merchantable quality, free from known defects. As to each parcel of Real Property as to which the Collateral Agent holds a Lien, the Company has good, sufficient and legal title to such parcel of Real Property.
Representations Regarding Collateral. The Company represents and ------------------------------------ warrants to PanLabs, and so long as this Security Agreement remains in effect shall be deemed to continue to represent and warrant that: (i) the Collateral is genuine and what it purports to be; (ii) each account and chattel paper represents a bona fide transaction and is enforceable according to the contract underlying the account or the writings constituting the chattel paper; (iii) the amount shown on Company's books and on any invoice or statement delivered to PanLabs with respect to accounts, chattel paper, and appropriate general intangibles is correct and duly owing to the Company; (iv) no set-off or counterclaim to any account or chattel paper exists, and other discounts or deductions given in the ordinary course of business are fully disclosed on the books and records of the Company and on financial statements given to PanLabs; and (v) no agreement has been made with any person under which any deduction or discount may be claimed, except regular discounts allowed by the Company for prompt payments of accounts.
Representations Regarding Collateral. Borrower represents and ------------------------------------- warrants that:
(a) Borrower has full right and title, free from any lien, security interest, encumbrance or other right, title and interest of any other person or entity.
(b) Borrower has not made any currently effective assignment of any interest in the Collateral other than to Bank pursuant to the Loan Documents.
Representations Regarding Collateral. Borrower represents and warrants to Bank that:
(a) The Security Interest constitutes (i) a legal and valid security interest in all the Collateral securing the payment and performance of the Obligations, to the extent a security interest therein can be created under the Uniform Commercial Code and (ii) subject to the filing of financing statements, a perfected security interest in all Collateral in which a security interest may be perfected by filing pursuant to the Uniform Commercial Code.
(b) The Collateral is owned by Borrower free and clear of any Lien, except for Permitted Liens. Except in favor of Bank, Borrower has not filed or consented to the filing of any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Collateral.
Representations Regarding Collateral of the Indenture shall be binding upon the Borrower as if such sections (and the corresponding defined terms) had been set forth herein in their entirety.
Representations Regarding Collateral. Borrower represents and warrants that:
(a) Borrower has full right and title to the Collateral and (either as owner of the Assigned Loan Documents or a participation interest in and to the Assigned Loan Documents) to the Assigned Loan Documents, free from any lien, security interest, encumbrance or other right, title and interest of any other person or entity.
(b) Borrower has not made any currently effective assignment of any interest in any of the Collateral or the Assigned Loan Documents other than to Bank pursuant to this Agreement and the other Loan Documents.
(c) No Obligor has any set-off, defense or counterclaim to any of its obligations under any Assigned Loan Document (as the same may have been modified by any forbearance agreement relating thereto).
(d) Subject to the provisions of any forbearance agreement relating thereto, all Assigned Loan Documents are in full force and effect with respect to the payment obligations arising under them.
(e) Except as may be specifically provided in the Assigned Loan Documents, no Payments have been collected, anticipated, waived, released, discounted or otherwise discharged or compromised except in accordance with their regularly scheduled payment dates.
(f) There is only one original note evidencing each loan to which the Assigned Loan Documents relate, if applicable, only one original deed-in-lieu of foreclosure relating to any loans to which the Assigned Loan Documents relate, and, if applicable, only one Participation Certificate evidencing participation interests comprising a portion of the Collateral, all of which, to the extent applicable, have been delivered to Bank.
Representations Regarding Collateral. Borrower represents and warrants that:
(a) Borrower has full right and title (either as owner of the Collateral Documents or a participation interest in and to the Collateral Documents) to the Collateral Documents, free from any lien, security interest, encumbrance or other right, title and interest of any other person or entity.
(b) Borrower has not made any assignment of any interest in the Collateral Documents other than to Bank pursuant to this Agreement.
(c) No Obligor or Participation Seller has any set-off, defense or counterclaim to any of its obligations under any Collateral Document (as the same may have been modified by any forbearance agreement relating thereto).
(d) Subject to the provisions of any forbearance agreement relating thereto, all Collateral Documents are in full force and effect with respect to the payment obligations arising under them.
(e) Except as may be specifically provided in the Collateral Documents, no Payments have been collected, anticipated, waived, released, discounted or otherwise discharged or compromised except in accordance with their regularly scheduled payment dates.
(f) There is only one original note evidencing each loan to which the Collateral Documents relate, only one original deed-in-lieu of foreclosure relating to any loans to which the Collateral Documents relate, and only one Participation Certificate evidencing participation interests comprising a portion of the Collateral, all of which have been delivered to Bank.
Representations Regarding Collateral. The Borrower represents and warrants to the Lender that: set forth on Schedule 9.9 is (a) the location of its chief executive office and the location of its books and records; (b) the location of the majority of the Collateral as of the date of this Agreement, and (c) the location of the remaining Collateral. The Borrower further represents and warrants that: (x) with respect to the Borrower’s Accounts, that each existing Account represents, and each future Account will represent, a bona fide sale or lease and shipment of goods by the Borrower, or rendition of services by the Borrower, in the ordinary course of the Borrower’s business; and (y) all Documents, Instruments, and Chattel Paper describing, evidencing, or constituting Collateral, and all signatures and endorsements thereon, are and will be valid and genuine in all material respects.