Grantor Representations and Warranties. Each of Grantor and Manager hereby severally and not jointly represents and warrants to Participant as follows:
Grantor Representations and Warranties. The Grantor hereby represents, warrants, and covenants that: (a) the Grantor owns or has good and marketable title to the Collateral and no other person or organization can make any claim of ownership of any kind on the Collateral; (b) the Grantor has the full power, authority and legal right to grant the security interest in the Collateral; and (c) this Agreement creates in favor of the Secured Party a valid security interest in the Collateral, securing payment of the Secured Obligations. The Grantor will defend the Collateral against all claims and demands made by all persons claiming either the Collateral or any interest in it.
Grantor Representations and Warranties. The Grantor hereby represents, warrants, and covenants that: (a) the Grantor owns or has good and marketable title to the Collateral and no other person or organization can make any claim of ownership of any kind on the Collateral; (b) the Grantor has the full power, authority and legal right to grant the security interest in the Collateral; (c) the Collateral is free from any and all claims, encumbrances, rights of setoff or any other security interest or lien of any kind except for the security interest in favor of the Secured Party created by this Agreement and (d) this Agreement creates in favor of the Secured Party a valid security interest in the Collateral, securing payment of the Secured Obligations, and such security interest is first priority. The Grantor will defend the Collateral against all claims and demands made by all persons claiming either the Collateral or any interest in it.
Grantor Representations and Warranties. Grantor represents, warrants and covenants that:
Grantor Representations and Warranties. To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Company thereunder, each Grantor jointly and severally hereby represents and warrants to the Administrative Agent and each Lender that:
Grantor Representations and Warranties. In order to induce Assignee to accept this Assignment, Grantor hereby represents and warrants to Assignee and Assignee’s successors and assigns that (a) Grantor is the sole, absolute owner of the Grantor Property; (b) the documents constituting the Loan Property are each valid, binding, in full force and effect, and enforceable against Grantor in accordance with their terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles; (c) Grantor intends to fully satisfy its obligations in respect of the Loan Property; (d) except for the fact that the Promissory Note is past due, there are no existing defaults by Grantor or, to the knowledge of Grantor, the other parties thereto under the terms of the documents constituting the Loan Property; (e) Grantor has no defenses, set-offs, or counterclaims against Assignee (or any other holder of the Loan Property including, after the date hereof, Assignor) under any of the documents constituting the Loan Property; and (f) no portion of the Loan was repaid through the sale of the “Broadway Stock” (as that term is defined in the Loan Agreement), any past or future sale of the “Broadway Stock” shall in no manner limit, alter or affect Grantor’s obligation to repay in full all amounts outstanding under the Loan, and Grantor shall not raise the “Broadway Stock” (or the issuance or sale thereof) as a defense, set-off or counterclaim to the repayment of the Loan.
Grantor Representations and Warranties. Grantor hereby represents and warrants to Grantee the following:
Grantor Representations and Warranties. The Grantor hereby represents, warrants, and covenants that: (a) the Grantor owns or has good and marketable title to the Collateral and no other person or organization can make any claim of ownership of any kind on the Collateral; (b) the Secured Obligations are incurred only for, and the Collateral is to be used only for, commercial purposes and not for personal, family, household, or farming purposes; (c) the Grantor has the full power, authority and legal right to grant the security interest in the Collateral; (d) the Collateral is free from any and all claims, encumbrances, rights of setoff or any other security interest or lien of any kind except for the security interest in favor of the Secured Party created by this Agreement; and (e) this Agreement creates in favor of the Secured Party a valid security interest in the Collateral, securing payment of the Secured Obligations, and such security interest is first priority. The Grantor will defend the Collateral against all claims and demands made by all persons claiming either the Collateral or any interest in it.
Grantor Representations and Warranties. (a) Grantor is duly existing and in good standing as a corporation in its jurisdictions of organization and Grantor is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to result in a material adverse effect. In connection with this Agreement, Grantor has delivered to Collateral Agent a completed perfection certificate and any updates or supplements thereto on or before the the date hereof (the “Perfection Certificate”). Grantor represents and warrants that all the information set forth on the Perfection Certificates pertaining to Grantor is accurate and complete as of the date of such Perfection Certificate.
Grantor Representations and Warranties. The Grantor hereby represents, warrants, and covenants that: (a) the Grantor owns or has good and marketable title to the Collateral and no other person or organization can make any claim of ownership of any kind on the Collateral; (b) the Grantor has the full power, authority and legal right to grant the security interest in the Collateral; (c) the Collateral is free from any and all claims, encumbrances, rights of setoff or any other security interest or lien of any kind except for the security interest in favor of the Secured Party created by this Agreement; (d) all of Grantor’s interests in the Grantor’s registered Trademarks, Trademark applications, registered Copyrights and Copyright applications are identified on Schedule A hereto (the “Registered IP”); (e) Grantor is the owner of the Registered IP included in the Collateral, free and clear of any liens; and (f) this Agreement creates in favor of the Secured Party a valid security interest in the Collateral, securing payment of the Secured Obligations, and, assuming Secured Party takes the actions necessary to perfect such security interest, such security interest is first priority. The Grantor will defend the Collateral against all claims and demands made by all persons claiming either the Collateral or any interest in it.
