EXTINCTION AND CANCELLATION OF THE PLEDGE Clause Samples
The "Extinction and Cancellation of the Pledge" clause defines the conditions and procedures under which a pledge (a security interest in property) is terminated and officially removed. Typically, this clause outlines that the pledge is extinguished once the secured obligation is fully satisfied or under other specified circumstances, such as mutual agreement or the destruction of the pledged asset. It also details the steps required for formal cancellation, such as returning documents or updating public records. The core function of this clause is to ensure that once the underlying debt or obligation is resolved, the security interest is properly released, thereby restoring the pledgor’s full rights to the property and preventing any lingering encumbrances.
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EXTINCTION AND CANCELLATION OF THE PLEDGE. 11 11. INDEMNITIES, FEES, COSTS AND EXPENSES...................................................................12 12. COMMUNICATIONS..........................................................................................13
EXTINCTION AND CANCELLATION OF THE PLEDGE. (a) Without prejudice to the provisions set forth in paragraph (b) below, at the expiration of the Guaranteed Period, the Pledge will lose effectiveness, all the rights connected with the Shares will revert to the Constituent and, at the request and expense of the latter, the Bank will sign a document of consent to the cancellation of the Pledge bearing a firm date, giving instructions to the Company and to the Depositary to make the due notations in the Blocked Account and shareholders' register.
(b) After the full and unconditional fulfillment of the Guaranteed Obligations, at the written request of the Constituent for the full release of the Pledge, the Bank will consent to the full release of the Pledge and to the notation of the cancellation of the Pledge even before the expiration of the Guaranteed Period giving for this purpose instructions to the Depositary, on the condition that the Constituent has delivered to the Bank, in a form and content satisfactory to the Bank:
(i) the last certified annual balance sheet, the last semiannual report and the last quarterly report of the Company, certified pursuant to the law, showing no fact or circumstance from which it can be inferred in good faith that the Constituent is in a state of insolvency; and
(ii) a declaration issued by the legal representative of the Constituent, declaring that the Constituent, as of the date of the full and unconditioned fulfillment of the Guaranteed Obligations and at the time of the release of the declaration to the Bank: (A) it was not and it is not in the situations referred to in article 2446 and 2447 of the civil code; (B) was not and is not in a state of insolvency.
(c) Upon written request by the Constituent to the Bank and the Depositary, and with the cost, expense and Fees paid by the Constituent, in the occurrence of the conditions established in article 7.8 (Voluntary Reduction of the Collateral) of the Financing Contract, in compliance with its provisions, or at the time of the transfer, following a Demerger, to Hopa or one of its Subsidiaries or a vehicle company incorporated ad hoc with the Transferred Debt, pursuant to article 27 (Coverage by Hopa) of the Financing Contract, in the presence of the conditions set forth in paragraph 27.3(c) of said article:
(i) the Bank undertakes to partially release the Pledge on the Shares or on the Financial assets specified in the exceeding Certificate of Release or however the Coverage level, by means of the subscription of a...
EXTINCTION AND CANCELLATION OF THE PLEDGE. 10.1.1 Notwithstanding the specifications below in paragraph (b), at the time of the expiry of the Guaranteed Period, the Pledge will no longer be effective, all the Related Rights with the Shares will return to the Pledgor and, at the request and the expense of the Pledgor, the Guaranteed Creditors will sign a deed of consent for the cancellation of the Pledge indicating a certain date, for these purposes providing the Company and the Depository with instructions so that the appropriate notes are added to the Security Account and to the Shareholders' Book.
10.1.2 After the full compliance with the Guaranteed Obligations, at the written request of the Pledgor for the release of the Pledge, the Guaranteed Creditors will provide their consent for the full release of the Pledge and the noting of the cancellation of the Pledge even before the expiry of the Guaranteed Period providing the Depository with instructions, for these purposes, provided the Pledgor has sent the Lead Bank, in a form and with content which are considered to be satisfactory by the Lead Bank itself, the following:
(i) the last annual certified balance sheet and the last half-yearly report, if envisaged, of the Company, in which there is no fact or circumstance which must lead to the conclusion, in good faith, that the Pledgor is in a state of insolvency;
(ii) a declaration issued by the legal representative of the Pledgor, in which it is declares that the Pledgor, as of the date of the full compliance with the Guaranteed Obligations and at the time of the issuing of the declaration itself to the Lead Bank: was not and is not in any of the situations specified by articles 2446 and 2447 of the Italian Civil Code.
EXTINCTION AND CANCELLATION OF THE PLEDGE. 10 11. INDEMNITY, TAXES, COSTS AND EXPENSES..............................11 12. COMMUNICATIONS....................................................11 13.