Representations and Warranties of Each Grantor Sample Clauses

Representations and Warranties of Each Grantor. Each Grantor party hereto on the date hereof hereby represents and warrants to the Note Collateral Agent on the date hereof that, in each case after giving effect to the Transactions:

Representations and Warranties of Each Grantor. To induce the Canadian Collateral Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each Grantor hereby represents and warrants to the Canadian Collateral Agent and each other Secured Party that, in each case after giving effect to the Transactions:

Representations and Warranties of Each Grantor. 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 Borrowers thereunder, each Grantor hereby represents and warrants to the Administrative Agent and each other Secured Party that, in each case after giving effect to the Transactions:

Representations and Warranties of Each Grantor. Each Grantor represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as follows: (i) Such Grantor owns and has good and marketable title to all of its Collateral, free and clear of any Liens other than Liens permitted pursuant to Section 4.10 of the Indenture and any comparable provision of each Additional Pari Passu Agreement and has rights in and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder. (ii) Such Grantor has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform this Agreement in accordance with its terms. The execution, delivery and performance of this Agreement in accordance with its terms, including the granting of the Security Interest hereunder, do not and will not, by the passage of time, the giving of notice, or both: (A) require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, and except for filings required by applicable securities laws and regulations, which filings have been made or will be made on or prior to the date on which such filings are required to be made; (B) violate any Requirements of Law applicable to any Grantor or any judgment, order or ruling of any Governmental Authority binding on any Grantor; (C) violate or result in a default under any indenture, agreement or other instrument binding on any Grantor or any of its assets or give rise to a right thereunder to require any payment to be made by any Grantor which could have a Material Adverse Effect; and (D) result in or require the creation or imposition of any material Lien upon any of the properties or assets of any Grantor (other than any Liens created under any of the Covered Documents in favor of Collateral Agent) whether now owned or hereafter acquired. (iii) The Security Interests shall constitute a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral, including the Intellectual Property, required to be perfected in accordance with the terms of the Covered Documents and for which perfection is governed by the UCC or filing with the United States Patent and Trademark Office or the United States Copyright Office upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement ...

Representations and Warranties of Each Grantor. To induce the U.S. ABL Collateral Agent and the Lenders to enter into the ABL Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each Grantor hereby represents and warrants to the U.S. ABL Collateral Agent and each other Secured Party that, in each case after giving effect to the Transactions:

Representations and Warranties of Each Grantor. To induce the Administrative Agent, the Collateral Agent and the Lenders to enter into the Credit Agreement to make their respective extensions of credit to the Borrowers under the Credit Agreement following the Closing Date, each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party (on the Closing Date and thereafter solely to the extent such representations and warranties are required to be true and correct for such Extension of Credit pursuant to Subsection 6.2 of the Credit Agreement) that, in each case after giving effect to the Transactions:

Representations and Warranties of Each Grantor. Each Grantor represents and warrants to the Administrative Agent, for the benefit of the Secured Creditors, as follows: Such Grantor owns and has good and marketable title to, or valid leasehold interest in, all of its Collateral, free and clear of any Liens other than Liens permitted by Section 7.2 of the Credit Agreement and has rights in and the corporate or company, as the case may be, power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder. Such Grantor has the right and corporate or company power, as the case may be, and has taken all necessary action to authorize it, to execute, deliver and perform this Agreement in accordance with its terms. The execution, delivery and performance of this Agreement by Grantor in accordance with its terms, including the granting of the Security Interest hereunder, do not and will not, by the passage of time, the giving of notice, or both: (A) violate any Requirement of Law relating to such Grantor; (B) require the consent or approval of, or authorization, order or other action by, any Governmental Authority or other Person, except as provided herein and for those which have been obtained or made and are in full force and effect; (C) conflict with, result in a breach of or constitute a default under any Material Contract to which such Grantor is a party or by which it or any of the Collateral of such Grantor or its other property may be bound; or (D) result in, or require the creation or imposition of, any Lien upon or with respect to any of the Collateral of such Grantor or such Grantor's other property whether now owned or hereafter acquired, except Liens (if any) created under the Loan Documents. The Security Interests shall constitute a legal, valid and perfected security interest in favor of the Administrative Agent, for the benefit of the Secured Creditors, in that Collateral, including the Intellectual Property, required to be perfected in accordance with the terms of the Loan Documents and for which perfection is governed by the UCC or filing with the United States Patent and Trademark Office or the United States Copyright Office upon (i) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the filing of such financing statement in the appropriate jurisdictions and other actions specified in opinions of counsel delivered to the Administrative Agent on the Closing Date, (B) the delivery to the Administrativ...

Representations and Warranties of Each Grantor. Each Grantor represents, warrants and agrees as follows: a. Such Grantor has the power and authority to execute and deliver this Option and to perform its obligations hereunder, all of which have been duly authorized by all requisite action. This Option has been duly authorized, executed and delivered by such Grantor and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. b. Such Grantor owns of record and beneficially, and shall continue to own throughout the Exercise Period, all of the Option Shares subject to this Option and a sufficient number of other issued and outstanding shares of Common Stock to satisfy its obligations under any other option agreements (issued contemporaneously herewith or otherwise) and any other agreements for the sale, delivery or transfer of any shares of Common Stock or other commitments of similar character (the “Other Options”). All Option Shares are, and when delivered to the Holder upon exercise of this Option shall be, validly issued, fully paid and non-assessable, shall be free from all taxes, liens, encumbrances, charges or claims (other than any encumbrances created by or imposed upon the Holder). c. Other than certain option agreements which are substantially identical to this Option and entered into on even date herewith, such Grantor has not entered into any agreement, arrangement or other understanding (i) granting any option, warrant or right of first refusal with respect to the Option Shares to any person, (ii) restricting its right to enter into this Option or sell the Option Shares to the Holder upon the exercise of this Option, or (iii) restricting any other of its rights with respect to the Option Shares. d. The execution, delivery and performance of this Option, the transfer of shares of Common Stock by such Grantor into escrow to enable it to satisfy this Option and the Other Options and the sale of the Option Shares by such Grantor to the Holder upon exercise of this Option do not and will not (i) conflict with or constitute a violation of, or default (with the passage of time or the delivery of notice) under, (A) any agreement or instrument to which such Grantor is a party or by which it or any of its property is bound or (B) any law, administrative regulation...

Representations and Warranties of Each Grantor. To induce the Agents and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party that, on the Closing Date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), that: