Representations, Warranties and Covenants of Grantor Clause Examples

Representations, Warranties and Covenants of Grantor. To protect the security of this Deed of Trust, and to effect the foregoing assignment of rents, Grantor represents, warrants, covenants and agrees as follows:

Representations, Warranties and Covenants of Grantor. As a material inducement to Optionee to enter into this Option Agreement and to consummate the transactions contemplated hereby, the Grantor hereby makes to Optionee each of the representations, warranties and covenants set forth in this Article III, which representations and warranties are true as of the date hereof and as of the date of the Final Closing. As a condition to Optionee’s obligation to complete the purchase of the Property after the exercise of the Purchase Option, (i) such representations and warranties must continue to be true as of the date of the Initial Closing and as of the date of the Final Closing and (ii) Grantor shall have complied with all of the covenants contained herein.

Representations, Warranties and Covenants of Grantor. (a) Except as otherwise set forth herein, none of the Collateral is or shall become subject to any lien, security interest or other encumbrance other than that of the Secured Party granted hereby, and Grantor agrees that it shall not transfer, convey or encumber any interest in or to the Collateral without the prior express written consent of the Secured Party, except in accordance with the terms of the Note Purchase Agreement. Notwithstanding the foregoing, the Secured Party agrees that Grantor shall be permitted to license all and any part of the Content in the ordinary course of business in connection with distribution of the Content through third party web sites. It is expressly understood that portions of the Riddler Software may be necessary to accomplish any such Content distribution, but at no time is any Riddler Software licensed in a stand-alone manner for any use other than distributing the Content. Any such license of the Content granted by Grantor (any "License") shall be in writing and shall reserve all rights in Grantor except those reasonably necessary to effectuate the transaction in the ordinary course of business. (b) Grantor shall not take any action, or permit any action to be taken by others subject to Grantor's control, including licensees, or fail to take any action, or permit others subject to Grantor's control, including licensees, to fail to take any action, which would, in the case of any such actions or failures to act taken singly or together, materially adversely affect the validity, grant and enforceability of the Collateral herein. (c) During the term of this Agreement, all income, royalties, payments and damages due and payable to Grantor under the Collateral shall be paid to, and shall remain the property of, Grantor. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default under and as defined in this Agreement or the Note Purchase Agreement, all income, royalty payments and damages, if any, received thereafter shall, on the demand of the Secured Party, be paid directly to the Secured Party and shall be applied by the Secured Party on account of the Liabilities of Grantor. The Secured Party shall have the right to notify payors to make their payments directly to the Secured Party upon the occurrence and during the continuance of an Event of Default under the Note Purchase Agreement. (d) Grantor agrees, upon the reasonable request by the Secured Party during the term of this Agr...

Representations, Warranties and Covenants of Grantor. Grantor represents and warrants as follows:

Representations, Warranties and Covenants of Grantor. Grantor hereby represents, warrants and covenants, with respect to the UCC Property as follows: (a) except for the security interest granted hereby, Grantor is, and as to portions of the UCC Property to be acquired by Grantor after the date hereof will be, the sole owner of the UCC Property, free from any adverse lien, security interest, encumbrance or adverse claims thereon of any kind whatsoever except for Permitted Exceptions. Grantor will notify Beneficiary of, and will defend such property against, all claims and demands of all persons at any time claiming the same or any interest therein; (b) except as otherwise provided herein or in the other Loan Documents, Grantor will not lease, sell, convey, remove, alter or in any manner transfer the UCC Property without the prior written consent of Beneficiary, other than in the ordinary course of business and except as permitted by the Credit Agreement; and (c) the UCC Property will be kept on or at the Property and Grantor will not remove the UCC Property from the Property unless it is replaced with replacement property satisfactory to Beneficiary, without the prior written consent of Beneficiary, except as otherwise provided herein or in the Credit Agreement.

Representations, Warranties and Covenants of Grantor. Grantor hereby represents, warrants and covenants to the Partnership that the following statements are true and accurate:

Representations, Warranties and Covenants of Grantor. The Grantor represents, warrants, and covenants as follows:

Representations, Warranties and Covenants of Grantor. 7 Section 3.1 Due Organization .................................................... 7 Section 3.2 Performance and Enforceability....................................... 7 Section 3.3 Consents and Filings...............................................

Representations, Warranties and Covenants of Grantor. Grantor expressly represents, warrants and covenants to Lender as follows: (a) The address appearing with Grantor's signature below is the address of Grantor's principal office. If any part of the Collateral is not located at Grantor's principal office, it will be located at such other locations as Grantor, or any other entity affiliated with Grantor, may utilize in its business from time to time, and Grantor hereby covenants to notify Lender of any such additional location(s). (b) If Grantor does not keep the records concerning the Collateral and concerning accounts, general intangibles, mobile goods and contract rights at Grantor’s principal office, same will be located at such other locations as Grantor, or any other entity affiliated with Grantor, may utilize in its business from time to time, and Grantor hereby covenants to notify Lender of any such additional location(s). (c) Grantor will give Lender sixty (60) days prior written notice of any change in (i) Grantor's principal office, the location of the Collateral or the location of the records described above, or (ii) the Ownership of Grantor's business, (iii) the principals responsible for the management of Grantor's business, (iv) Grantor's company structure or identity, or (v) Grantor's name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement. (d) If any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 and made a part hereof. (e) If Grantor does not have a record interest in the real estate described above, the record Owner is indicated on the attached Schedule 2. (f) Without the prior written consent of Lender, Grantor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Grantor represents and warrants that Grantor and/or one or more of the Grantor’s affiliated entities are the owners of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Lender, that no other person or other entity has any interest in the Collateral whatsoever, and that Grantor will defend same against all adverse claims and demands. (g) Grantor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Lender, and the Lender hereby acknowledges that the current levels of in...