Common use of Declarations and Guarantees of the Pledgor Clause in Contracts

Declarations and Guarantees of the Pledgor. Notwithstanding the declarations and guarantees in the Financing Contract, the Pledgor hereby declares and guarantees the follows to the Guaranteed Creditors: (a) the Pledgor is the only legitimate owner of the Shares. With the exception of the Pledge, the Shares are free of all constraints, responsibilities, guarantee rights, privileges or any other such legal or contractual constraint in favor of third parties, with the exception of the constraints deriving directly and exclusively from Law; (b) the Shares have been validly issued, subscribed and fully released as per current legal regulations and standards; (c) the Pledgor has full rights and powers for signing this Deed; (d) the Pledge covered by this Deed, following the carrying out of the formalities specified in Article 4, will be a first degree pledge on the Shares in order to guarantee the Guaranteed Obligations, valid and effective for the Pledgor, the Company and the third parties; (e) the creation and the perfecting of the Pledge are part of the company purpose of the Pledgor and the Pledgor has obtained all the authorizations (company or other type authorizations) required for the setting up of the Pledge; (f) as far as it knows, there are no contestations or proceedings, already pending, of any kind, which could call into question or compromise the ability of the Pledgor to conclude this Deed; (g) the signing and the implementation by the Pledgor of this Deed, as far as it knows, does not breach nor create any breach of third party rights, agreements or obligations taken on by the Pledgor and applicable to and binding for the Pledgor.

Appears in 2 contracts

Sources: Deed of Pledge for Dematerialized Shares (Telecom Italia S P A), Deed of Pledge for Dematerialized Shares (Edizione Holding Spa)