Common use of Defense of Claims; Transferability of Pledged Collateral Clause in Contracts

Defense of Claims; Transferability of Pledged Collateral. Subject to Section 5.08 of the Credit Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all Liens (other than Permitted Liens) of all persons, at its own cost and expense, except where the failure to defend such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as permitted by the Credit Agreement, this Agreement or any other Loan Document, there is no agreement, order, judgment or decree to which any Pledgor is a party, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder.

Appears in 2 contracts

Sources: Security Agreement (SoulCycle Inc.), Security Agreement (SoulCycle Inc.)

Defense of Claims; Transferability of Pledged Collateral. Subject to Section 5.08 of the Credit Agreement, each Each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all Liens (other than Permitted Liens) claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Secured Party, other than Permitted Liens, except where the failure to defend such title claims and demands as would not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. Except as permitted by the Credit AgreementNotes, this Agreement or any other Loan Notes Document, there is no agreement, order, judgment or decree agreement to which any Pledgor is a party, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict in any material respect with such Pledgor’s obligations or the rights of the Collateral Agent hereunder.

Appears in 1 contract

Sources: Security Agreement (Leafly Holdings, Inc. /DE)

Defense of Claims; Transferability of Pledged Collateral. Subject to Section 5.08 of the Credit Agreement, each Each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all Liens (other than Permitted Liens) claims and demands of all persons, at its own cost and expense, except where at any time claiming any interest therein adverse to the failure to defend such title would not reasonably be expected to have, individually Collateral Agent or in the aggregate, a Material Adverse Effectany other Secured Party other than Permitted Collateral Liens (other than Contested Liens). Except as expressly permitted by the Credit Agreement, this Agreement or any other Loan Document, there is no agreement, order, judgment or decree agreement to which any Pledgor is a party, and no Pledgor shall enter into any agreement or take any other action, that would reasonably be expected to restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict in any material respect with such Pledgor’s Pledgors' obligations or the rights of the Collateral Agent hereunder.

Appears in 1 contract

Sources: u.s. Security Agreement (Ply Gem Industries Inc)

Defense of Claims; Transferability of Pledged Collateral. Subject to Section 5.08 of the Credit Agreement, each Each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder that is material to its business and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all Liens (other than Permitted Liens) claims and demands of all persons, at its own cost and expense, except where at any time claiming any interest therein adverse to the failure Collateral Agent or any other Secured Party other than Permitted Collateral Liens and other than Pledged Collateral which such Pledgor deems, in its reasonable business judgment to defend such title would not reasonably be expected to haveno longer material, individually useful or in the aggregate, of a Material Adverse Effectmaterial economic value. Except as to the extent otherwise permitted by the Credit Agreement, this Agreement or any other Loan DocumentIndenture, there is no agreement, order, judgment or decree to which any Pledgor is a partydecree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder.

Appears in 1 contract

Sources: Security Agreement (APT Sunshine State LLC)