Representations And Warranties Regarding The Collateral. Pledgor represents and warrants that: (a) all of the shares of stock described in Paragraph 1 hereinabove are fully paid, non-assessable and validly issued; (b) the Collateral was not issued in violation of any person’s or entity’s preemptive rights; (c) the Collateral is owned free and clear of any and all security interests, pledges, options to purchase or sell, redemptions or liens; (d) Pledgor has full power to convey the Collateral; (e) no financing statements covering the Collateral are recorded with any cognizant state official or recording office (other than in favor of Pledgee, for itself and the ratable benefit of the Lenders and other Secured Parties); and (f) the Collateral is free and clear of any claims, security interests or liens other than those in favor of Pledgee.
Representations And Warranties Regarding The Collateral. (a) Borrower is the sole owner of each item of the Collateral in which it purports to grant a security interest hereunder, having good and marketable title thereto free and clear of any and all Liens except (i) the security interest granted to Agent, for itself and Lenders under this Agreement and (ii)
Representations And Warranties Regarding The Collateral. The Borrower represents and warrants as of the date hereof and the date of the Loan that:
Representations And Warranties Regarding The Collateral. (1) On the date on which the Funding is made with respect thereto, (A) with respect to Fundings under the Term Loan Facility, Aladdin Gaming shall be the sole owner of each item of the Collateral with respect to which such Funding has been made, and (B) with respect to Fundings under the Lease Facility, GE Capital shall be the sole owner of each item of the Collateral with respect to which such Funding has been made, having good and marketable title thereto free and clear of any and all Liens except (i) the security interest granted to GE Capital under this Agreement, (ii) Permitted Encumbrances, and (iii) with respect to the Equipment leased pursuant to the Master Lease Agreement, Liens created by or arising through GE Capital. Aladdin Gaming will warrant and defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest thereon.
Representations And Warranties Regarding The Collateral. Pledgor represents and warrants that: (a) all of the shares of stock described in Paragraph 1 hereinabove are fully paid, non-assessable and validly issued; (b) the Collateral was not issued in violation of any person’s or entity’s preemptive rights; (c) the Collateral is owned free and clear of any and all security interests, pledges, options to purchase or sell, redemptions or liens other than Permitted Liens; (d) Pledgor has full power to convey the Collateral; (e) other than financing statements and filings in favor of Existing Lender which will be terminated in accordance with the Release Documents and other than financing statements and filings in favor of Pledgee, no financing statements covering the Collateral are recorded with any cognizant state official or recording office; and (f) the Collateral is free and clear of any claims, security interests or liens other than those in favor of Pledgee and other than Permitted Liens.
Representations And Warranties Regarding The Collateral. OBC ------------------------------------------------------- represents and warrants to CTTV as of the date hereof as follows:
Representations And Warranties Regarding The Collateral. The Pledgor hereby represents and warrants to the Secured Party that (i) except for the security interest created hereby and in the other Note Documents, the Pledgor owns the Pledged Interests indicated on Schedule 1 as being owned by it, which Pledged Interests constitute the percentage of the issued and outstanding Stock set forth on Schedule 1 attached hereto with respect to each of the Pledged Companies identified thereon, free and clear of all Liens; (ii) the Pledged Interests set forth in Schedule 1 attached hereto include all Stock of Pledgor in each of the Pledged Companies, (iii) all of the Pledged Interests are duly authorized, validly issued, fully paid and nonassessable; (iv) none of the Collateral constitutes margin securities for the purposes of Regulations T, U or X, and none of the proceeds of any loans made by the Secured Party to Pledgor will be used to purchase or carry any margin stock); (v) the Pledgor has the unencumbered right and power to pledge the Collateral; and (vi) all actions necessary to perfect, establish the first priority of, or otherwise protect the security interest of the Secured Party in the Collateral, and any proceeds thereof, have been duly taken, except for the taking of possession by the Secured Party of any certificates constituting Collateral hereunder that are acquired by the Pledgor after the date hereof. Additionally, the Pledgor hereby represents and warrants to the Secured Party that this Pledge Agreement has been duly executed and delivered by the Pledgor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles, or by an Insolvency Proceeding.
Representations And Warranties Regarding The Collateral. Each Pledgor represents and warrants that: (a) each Pledged Membership Interest is a security and shall be governed by Article 8 of the applicable Uniform Commercial Code; (b) each certificate of membership representing any of the Pledged Membership Interests shall bear a legend to the effect that such membership interest is a security and is governed by Article 8 of the applicable UCC; (c) no consent of any member, manager or other person shall be a condition to the admission as a member of such Subsidiary of any transferee (including the Lender) that acquires ownership of any of the Pledged Membership Interests as a result of the exercise by the Lender of any remedy hereunder or under applicable law; (d) all of the Pledged Shares are fully paid, non-assessable and validly issued; (e) the Collateral was not issued in violation of any Person’s preemptive rights; (f) the Collateral is owned by such Pledgor free and clear of any and all security interests, pledges, options to purchase or sell, redemptions or liens except those in favor of Lender; (g) each Pledgor has full power to convey the Collateral; (h) no financing statements covering the Collateral are recorded with any state official or recording office; and (i) the information set forth on Exhibit A attached hereto relating to the Pledged Membership Interests and Pledged Shares is true, correct and complete in all respects.
Representations And Warranties Regarding The Collateral. The Borrower represents and warrants to each of Triple-A, the Collateral Agent, the Administrative Agent and the Surety, as to each Acquired Advance, the related Loan Documents:
Representations And Warranties Regarding The Collateral. (a) Each Borrower is (or in the case of items of Collateral to be delivered in the future when delivered will be) the sole owner of each item of the Collateral in which it purports to grant a security interest hereunder (with respect to each Borrower, such Borrower's "Portion" of the Collateral), with, in each case, good and marketable title thereto free and clear of Liens except (i) the security interest granted to the Administrative Agent for the benefit of the Lenders pursuant to this Agreement and the Liens permitted under section 6.5(a)(ii). Each Borrower will warrant and defend its Portion of the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein. The individual constituent items and units of equipment comprising the Portions of the Collateral owned by the respective Borrowers are accurately identified in Schedule 3.22(a), which Schedule may be amended from time to time to reflect changes in Annex B which are permitted pursuant to the provisions of Section 1 hereof (it being agreed that any such amendment made to reflect such a permitted change shall not be a Default hereunder). None of the Collateral is owned by any Person other than a Borrower.
