Status of Collateral. All Collateral is genuine and validly existing. Except for items of insignificant value or as otherwise reflected in writing by Debtor to Bank under a borrowing base or otherwise, (i) Collateral constituting inventory, equipment and fixtures is in good condition, not obsolete and is either currently saleable or usable; and (ii) Collateral constituting accounts, contract rights, notes, chattel paper and other third-party obligations to pay is fully enforceable in accordance with its terms and not subject to return, dispute, setoff, credit allowance or adjustment, except for discounts for prompt payment. Unless Debtor provides Bank with written notice to the contrary, Debtor has no notice or knowledge of anything that would impair the ability of any third-party obligor to pay any debt to Debtor when due.
Status of Collateral. The Collateral is held by Dealership in trust for each of the Ally Parties. The Collateral must be and remain free from all confiscations, assessments, forfeitures, loss, destruction, impairment, tax liens and other liens, security interests, pledges, claims, and encumbrances except for:
Status of Collateral. (a) (a) None of the Pledged Equity Interest of such Pledgor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
Status of Collateral. All of the Collateral consisting of securities has been duly and validly issued and is fully paid for and non-assessable. Except for Collateral that Debtor has previously disclosed to Lender as “restricted securities” or securities held by an “affiliate” (as such terms are defined in Rule 144 under the Securities Act of 1933, as amended), including Collateral consisting of the stock of any subsidiary of Debtor, or as may be specifically stated to the Lender in writing prior to the date of this Pledge Agreement, all of the Collateral is transferable without prior notice to, or approval or consent from, any person or governmental or regulatory authority, and there exists no condition or restriction or restrictive legend to or affecting the transfer of the Collateral.
Status of Collateral. The Credit Parties are and shall be the sole owners, free and clear of all Liens except in favor of the Collateral Agent or otherwise permitted under Section 7.2 hereunder, of and fully authorized to sell, transfer, pledge and/or grant a security interest in all of the Collateral (other than Excluded Collateral, as defined in the applicable Security Documents).
Status of Collateral. The Borrower Representative agrees to advise the Lender promptly, in sufficient detail, upon becoming aware of: (a) any substantial change relating to the type, quantity or quality of the Collateral (other than the ordinary course purchase and sale of Inventory consistent with past practice), or (b) any event which, singly or in the aggregate with other such events, could reasonably be expected to have an adverse effect on Collateral values in excess of Fifty Thousand Dollars ($50,000), or (c) any event which, singly or in the aggregate with other such events, could reasonably be expected to adversely affect the security interests granted to the Lender herein in excess of Fifty Thousand Dollars ($50,000).
Status of Collateral. All of the Pledged Equity Interests have been duly and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable). No Collateral is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against the Borrower by any Person.
Status of Collateral. With respect to Collateral of any Loan Party at the time the Collateral becomes subject to the Agent's Lien, each Loan Party covenants, represents and warrants: (a) such Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) [Intentionally Omitted]; (c) none of the transactions underlying or giving rise to any Material Contract shall violate any applicable state or federal laws or regulations, except for technical violations or those where a violation would be of de minimus effect, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable by the Loan Party that is a party thereto in accordance with their terms; (d) no agreement under which any deduction or offset of any kind, may be granted or shall have been made by such Loan Party at or before the time such Material Contract is created; (e) all agreements, instruments and other documents relating to any Material Contract shall be true and correct and in all material respects what they purport to be; (f) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Material Contract shall be genuine and all signatories and endorsers shall have full capacity to contract; (g) such Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; and (h) if any amount payable under or in connection with any Material Contract (other than with respect to Excluded Debt, as defined in the Pledge Agreement) is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and delivered to the Agent for the benefit of the Lenders as additional Collateral.
Status of Collateral. As of the date hereof, the Company has good and marketable title to all of its properties, assets and rights of every name and nature now purported to be owned by it, including, without limitation, the Collateral, free from all liens, charges and encumbrances whatsoever, except as disclosed on SCHEDULE 6.4 hereof. At the time the Company pledges, sells, assigns or transfers to the Bank any instrument, document of title, security, chattel paper or other property (including Inventory, contract rights and Accounts) or any proceeds or products thereof, or any interest therein, the Company shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such property shall have been pledged, sold, assigned or transferred to any Person other than the Bank or in any way encumbered, except as disclosed in SCHEDULE 6.4 of this Agreement; and the Company shall defend the same against the claims and demands of all Persons.
Status of Collateral. At the time any Account, Inventory or other property of the Borrowers becomes subject to a security interest in favor of the Agent hereunder, one of the Borrowers shall be the lawful owner thereof and shall have good right to pledge, sell, assign, transfer or grant a security interest in the same to the Agent. Each such Account shall be a valid Account representing indebtedness incurred by the account debtor for goods held subject to delivery instructions or theretofore shipped or delivered pursuant to a contract of sale or for services theretofore performed by a Borrower in the ordinary course of the Borrowers' business; there shall be no setoffs or counterclaims against the Account; no agreement under which any goods may be returned shall have been made with the account debtor except in the ordinary course of business and consistent with the Borrowers' past practices; and no agreement under which any discount may be claimed shall have been made with the account debtor unless written notice has theretofore been or is concurrently given to the Agent.
