Pledge and Security Interest Sample Clauses
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Pledge and Security Interest. As additional security for the payment and performance by Borrowers of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrowers hereby unconditionally and irrevocably assign, convey, pledge, mortgage, transfer, deliver, deposit, set over and confirm unto Agent, and hereby grant to Agent a security interest and a valid and perfected first lien in (i) the Escrow Funds, (ii) the Escrow Account, (iii) all insurance of the Escrow Account, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Escrow Funds or the Escrow Account, (viii) all powers, options, rights, privileges and immunities pertaining to the Escrow Funds or the Escrow Account (including the right to make withdrawal therefrom), and (ix) all proceeds of the foregoing. Agent shall have possession of all passbooks or other evidences of such Escrow Account. Borrowers hereby assume all risk of loss with respect to amounts on deposit in the Escrow Account, except to the extent caused by the gross negligence or intentional misconduct of Agent and the Lenders. Borrowers hereby agree that the advancement of Escrow Funds from the Escrow Account as set forth herein is at Borrowers’ direction and is not the exercise by Agent of any right of set-off or other remedy upon an Event of Default (as defined in the Loan Documents). Borrowers hereby waive all right to withdraw Escrow Funds from the Escrow Account, except upon full satisfaction of all amounts owing under the Loan. Borrowers agree to execute and deliver on demand any and all documentation requested by Agent to further evidence or perfect such assignment, including, without limitation, Uniform Commercial Code financing statements. Borrowers hereby irrevocably constitute and appoint Agent as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the Commonwealth of Virginia and upon an Event of Default, Agent may exercise any or all of the remedies available at law or in equity including, without limitation, the remedies specifi...
Pledge and Security Interest. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (subject to Section 2.2, all of which being hereinafter collectively referred to as the “Pledged Collateral”):
(i) all Pledged Equity Interests in the Gaming Entities and all additional shares of, or interests in, all Pledged Equity Interests of any of the Gaming Entities now or hereafter owned or acquired by the Grantor, and all other Pledged Equity Interests in any of the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests;
(ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreement, including, without limitation, (A) all of the Grantor’s interest in the capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any...
Pledge and Security Interest a. Pledgor hereby pledges and grants to Bank a security interest in (i) 100,000 shares of First State Bank and Trust Company in Cordele (which shares shall be evidenced by the stock certificates which Pledgor has contemporaneously herewith delivered to Bank), and (ii) any additional shares hereafter at any time and from time to time acquired by Pledgor together with all dividends, stock dividends, stock splits, warrants, options, stock purchase rights, and all other property at any time and from time to time distributed in respect of, or in exchange for, or in substitution of, any and all of said shares, and all proceeds thereof, whether now existing or at any time hereafter acquired or issued (all of which shall be referred to herein collectively as the "Stock Collateral"); provided, however, prior to the occurrence of any Event of Default hereunder, Pledgor shall be entitled to receive and retain all dividends of cash and noncash property (other than stock dividends, stock splits, warrants, options, and stock purchase rights), and such dividends shall not constitute part of the Stock Collateral. Upon delivery to the Bank, any security now or thereafter included in the Stock Collateral shall be accompanied by executed stock powers in blank and by such other documents or instruments as Bank may reasonably request. Each delivery of certificates for such Stock Collateral shall be accompanied by a schedule showing the number of shares and the numbers of certificates theretofore and then being pledged hereunder, which schedule shall be attached hereto and made a part hereof.
b. Upon the request of Bank, Pledgor will execute such financing statements and other documents, pay the cost of filing or recording the same in all public offices deemed necessary or appropriate by Bank, and do such other acts and things as Bank may from time to time reasonably request, including delivery of the Stock Collateral to the Bank, to establish and maintain a valid security interest in all the Stock Collateral, free of all other liens and claims except those expressly permitted or granted herein.
Pledge and Security Interest. As collateral security for the due and punctual payment and performance by Borrower of all of its obligations under the Loan Agreement and the other Loan Documents (collectively, the “Obligations”), Pledgor hereby pledges and assigns to Lender a continuing first priority security interest in and to the Collateral.
Pledge and Security Interest. (a) As collateral for the full and timely compliance of any and all of Pledgor's obligations under the Loan Agreement and the Guarantee Agreement, including, without limitation, payment and/or reimbursement of principal, payment of interest due, default interest, disbursements, consultants' and attorneys' fees due and payable and all other additional charges and amounts owed by the Company to the Pledgee (the "Secured Obligations"), the Pledgor hereby grants to LoJack a pledge of, first lien on and security interest in, the Pledged Stock (the "Pledge").
(b) Pursuant to Section 3217 of the Argentine Civil Code, the Secured Obligations amount to an estimated US$ 1,750,000 (U.S. dollars One Million Seven Hundred Fifty Thousand) on account of principal, plus any compensatory and late interest and any other additional charges and/or any other amount of money payable by the Pledgor and/or the Company to the Pledgee under the Loan Agreement and the Guarantee Agreement as well as all other obligations of undetermined and/or contingent value accrued thereunder.
(c) The Pledge shall be perfected on the date of this Agreement, by:
(i) providing notice thereof to the President of the Board of the Company on the terms contemplated in Exhibit II hereto;
(ii) the annotation in the Stock Registry Book of the Company of the Pledge on the Pledged Stock; and
(iii) delivery of the Certificates by the Pledgor to LoJack, with a legend, on the reverse of each Certificate, stating that the Pledged Stock is pledged and encumbered pursuant to the terms of this Agreement.
Pledge and Security Interest. To secure the full and punctual payment and discharge of the Obligations, the Pledgor hereby pledges the Collateral to the Pledgee and grants to the Pledgee a continuing security interest in the Collateral. Such security interest of the Pledgee is junior to the security interest previously granted to the Koyah Collateral Agent, and subject to the terms and conditions of the Intercreditor Agreement (as defined below).
Pledge and Security Interest. Pledgor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Pledgees, and grants to the Pledgees a continuing first priority security interest in, a first lien upon and a right of set-off against, all of its respective rights, titles and interests of whatsoever kind and nature in (the “Security Interest”), and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the obligations pursuant to the Note, the following (collectively, the “Pledged Collateral”):
(a) 2,000,000 shares of Common Stock owned by Pledgor and set forth on Schedule A attached hereto (the “Pledged Shares”), and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; and
(b) all proceeds of any and all of the foregoing Pledged Collateral, in whatever form (including, without limitation, proceeds that constitute property of the types described above).
Pledge and Security Interest. In consideration of any extensions(s) of credit or other financial accommodations(s) now or hereafter given or continued by us, or any of its branches, agencies, offices, subsidiaries, or other affiliates (all of the foregoing, including us, being the “Secured Parties”) to you or any of you, and as security for the payment of all indebtedness, obligations and liabilities (whether direct or indirect, several or joint, matured or unmatured, liquidated or unliquidated, absolute or contingent, original or arising by purchase or assignment, and whether for principal, interest, attorney’s fees, other expenses, or any other amounts) which are now or hereafter owing to any of the Secured Parties by you or any of you (with or without other obligors) (all of such obligations and liabilities being the “Indebtedness”), you hereby assign transfer and pledge to the Secured Parties and grant the Secured Parties a security interest in all of the following, whether now or hereafter existing (the “Collateral”): (a) all Accounts (whether general or special, including without limitation deposits owned jointly or by the entireties), interest thereon, and balances and credits maintained with us or with any other Secured Party by you or any of you, (b) any and all other assets (including without limitation all notes, instruments, bonds, and securities) held at or in the possession and/or control of us or with any other Secured Party on behalf of you or any of you;
Pledge and Security Interest. Each Pledgor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Pledgees, and grants to the Pledgees a continuing first priority security interest in, a first lien upon and a right of set-off against, all of its respective rights, titles and interests of whatsoever kind and nature in (the “Security Interest”), and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the obligations pursuant to the Notes, the following (collectively, the “Pledged Collateral”):
(a) the shares of Common Stock owned by such Pledgor and set forth on Schedule A attached hereto (the “Pledged Shares”), and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; and
(b) all proceeds of any and all of the foregoing Pledged Collateral, in whatever form (including, without limitation, proceeds that constitute property of the types described above).
Pledge and Security Interest. To secure all of the Obligations, Pledgor hereby grants, pledges, hypothecates, assigns and delivers to Pledgee a first priority security interest in all of Pledgor's respective right, title and interest in and to the Pledged Securities, including, without imitation (i) all rights and interest of Pledgor in the capital of the Company deriving or arising from the Pledged Securities and, subject to Section 7, all rights of Pledgor to receive distributions, cash, instruments and other property from time to time receivable or otherwise distributable in respect of the Pledged Securities, (ii), subject to Section 7, all other payments due vl or to become due to Pledgor in respect of the Pledged Securities including, but not limited to, all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Pledged Securities, (iii), subject to Section 6, any right of Pledgor to perform and exercise consensual or voting rights thereunder and to compel performance and otherwise exercise all remedies thereunder deriving or arising from the Pledged Securities, (iv) subject to Section 7, all rights of Pledgor deriving or arising from the Pledged Securities, to all property and assets of the Company (whether real property, inventory, equipment, contract rights, accounts. receivables, general intangibles, securities, instruments, chattel paper, documents, choses in action, licenses, permits or otherwise), (v) all certificates or instruments (if any) evidencing the Pledged Securities or other ownership thereof in the Company or its assets, and (vi) to the extent not included in the foregoing, all proceeds of any and all of the foregoing (including, without limitation, proceeds that constitute property of the types described above).