Warranty of Title and Authority to Pledge Sample Clauses

Warranty of Title and Authority to Pledge. The Issuer warrants that it is and will be the lawful owner of, and has and will have good and marketable title to, the Pledged Assets free and clear of all Liens, other than the Lien of this Indenture and Liens for taxes either not yet delinquent or being contested in good faith, and that the Issuer has not otherwise granted or assigned any security interest, Lien or any other interest or participation in the Pledged Assets (or, if any such interest or participation has been granted or assigned, it has been released). The Issuer warrants that it has and will have full power and lawful authority to pledge such Pledged Assets and to assign, transfer and deliver such Pledged Assets in the manner and form aforesaid or to cause such Pledged Assets so to be assigned, transferred and delivered. The Issuer hereby does and, until the Pledged Assets are reassigned to the Issuer in accordance herewith, will warrant and defend the title of the Trustee to the Pledged Assets, whether now or hereafter pledged or assigned by the Issuer, for the benefit of the Holders of the Notes secured by such Pledged Assets against the claims and demands of all Persons whomsoever, subject as aforesaid to the Lien of this Indenture and to the aforesaid Liens for taxes.
Sample 1
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Warranty of Title and Authority to Pledge. The Issuer warrants and agrees that all of the Collateral now or hereafter subjected to the Lien of this Indenture is or will be, as the case may be, owned by the Issuer and pledged by it hereunder free and clear of any mortgage, pledge, security interest, lien, charge or encumbrance, except the Lien of this Indenture, and that it has and will have full power and lawful authority to pledge such Collateral and to assign, transfer and deliver such Collateral in the manner and form aforesaid or to cause such Collateral so to be pledged and such Collateral so to be assigned, transferred and delivered. The Issuer hereby does and will forever warrant and defend the title of the Trustee to the Collateral, whether now or hereafter pledged or assigned by the Issuer, for the benefit of the Holders of Bonds against the lawful claims and demands of all Persons whomsoever.
Sample 1
Warranty of Title and Authority to Pledge. The Company warrants and agrees that all the Collateral now or hereafter subject to the Lien of this Agreement is or will be, as the case may be, owned by the Company, of record and beneficially, and pledged by it hereunder free and clear of any mortgage, pledge, security interest, lien, charge or encumbrance, except the Lien of this Agreement, and that it has and will have full power and lawful authority to pledge, assign, transfer and deliver such Collateral in the manner and form described or to cause such Collateral to be so pledged, assigned, transferred and delivered. The Company shall not create, incur or suffer to exist any mortgage, pledge, security interest, lien, charge or encumbrance upon the Collateral other than the Lien of this Agreement. The Company hereby does, and until the Collateral is reassigned to the Company will, warrant and defend the title of the Bank to the Collateral, whether now or hereafter pledged or delivered by the Company, against the claims and demands of all Persons.
Sample 1
Warranty of Title and Authority to Pledge. The Borrower represents, warrants and agrees that all the Collateral subject to the Lien of this Agreement is owned by the Borrower and pledged by it hereunder free and clear of any mortgage, pledge, security interest, lien, charge or encumbrance, except the Lien of this Agreement, and that it has full power and lawful authority to pledge and to assign, transfer and deliver such Collateral in the manner and form described herein or to cause such Collateral to be so pledged, assigned, transferred and delivered. Upon the delivery by the Borrower of the Initial Collateral and upon the delivery by the Borrower of any additional Collateral pursuant to this Agreement, the Borrower shall be deemed to represent that such Initial Collateral and all such additional Collateral, respectively, is owned by the Borrower and pledged by it hereunder free and clear of any mortgage, pledge, security interest, lien, charge or encumbrance, except the Lien of this Agreement, and that it has full power and lawful authority to pledge and to assign, transfer and deliver such Initial Collateral and such additional Collateral in the manner and form described herein or to cause such Initial Collateral and such additional Collateral to be so pledged, assigned, transferred and delivered. The Borrower hereby does, and until the Collateral is reassigned to the Borrower in accordance with this Agreement, will, warrant and defend the title of the Bank to the Collateral, whether now or hereafter pledged or assigned by the Borrower, against the claims and demands of all Persons whomsoever.
Sample 1

Related to Warranty of Title and Authority to Pledge

  • Warranty of Title Mortgagor warrants that it has good record title in fee simple to, or a valid leasehold interest in, the Real Estate, and good title to, or a valid leasehold interest in, the rest of the Mortgaged Property, subject only to the matters that are set forth in Schedule B of the title insurance policy or policies being issued to Mortgagee to insure the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 of the Credit Agreement (the “Permitted Exceptions”). Mortgagor shall warrant, defend and preserve such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtained.

  • Title and Authority The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full power and authority to grant to the Secured Parties the Security Interest and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

  • Special Warranty of Title Seller shall warrant and defend the title to the Properties conveyed to Buyer against every person whomsoever lawfully claiming the Properties or any part thereof by, through or under Seller or its Affiliate, but not otherwise.

  • Licenses and Authorizations All rights associated with the licenses, licensing agreements, permits, easements, registrations, domains, IP addresses and authorizations issued or granted to Seller by any governmental authority with respect to the operation of the Business, including, without limitation, those licenses and authorizations listed on Schedule 1.1(d) attached hereto, and all applications therefor, together with any renewals, extensions, or modifications thereof and additions thereto;

  • Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default Each Loan Party and each Subsidiary of each Loan Party (i) is a corporation, partnership or limited liability company or unlimited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) is duly licensed or qualified and in good standing in each jurisdiction where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, (iv) has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 7.1.15 [Environmental Matters]) in all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.

  • Ownership of Property; Liens Each of the Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.

  • Ownership of Property; Liens; Investments (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Power and Authority; Due Authorization The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

  • Title to Properties; Absence of Liens and Encumbrances (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by the Company, the name of the lessor and the date of the lease and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or, to the knowledge of the Company, any other party.

  • Filings and Authorizations The parties hereto shall cooperate and use their respective best efforts to make, or cause to be made, all registrations, filings, applications and submissions, to give all notices and to obtain all governmental or other third party consents, transfers, approvals, Orders and waivers necessary or desirable for the consummation of the Contemplated Transactions in accordance with the terms of this Agreement including without limitation the preparation of any SEC Documents required to be filed with the SEC in connection with the transactions contemplated by this Agreement; and shall furnish copies thereof to each other party prior to such filing and shall not make any such registration, filing, application or submission to which Buyer or the Company, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable Law. The parties hereto also agree to furnish each other with copies of such filings and any correspondence received from any Governmental Body in connection therewith.

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