Pledgor’s Representations and Warranties. Each Pledgor represents and warrants to the Collateral Trustee and the Secured Parties as follows: (a) The Pledged Collateral applicable to such Pledgor listed on the attached Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable. (b) Such Pledgor is the legal and beneficial owner of the Pledged Collateral free and clear of any Lien or option, except for (i) the security interest created by this Pledge Agreement and (ii) other Liens permitted under the Master Debt Agreements ( the “Permitted Liens”). (c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor or (b) for the exercise by the Collateral Trustee or any Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally). (d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Collateral Trustee. (e) The Membership Interests listed on the attached Schedule 2.02(a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest. (f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest. (g) The Pledged Shares list on the attached Schedule 2.02(c) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest. (h) Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by it during the last five years prior to the date of this Pledge Agreement.
Appears in 2 contracts
Sources: Subordinated Credit Agreement (Cano Petroleum, Inc), Credit Agreement (Cano Petroleum, Inc)
Pledgor’s Representations and Warranties. Each Pledgor hereby represents and warrants to the Collateral Trustee and the Secured Parties Lender as follows:
(a) The 4.1. Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged Collateral applicable Securities, and the Pledged Securities are not subject to any pledge, lien, mortgage, hypothecation, security interest, charge, option, warrant or other encumbrance whatsoever, nor to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor that would include such Pledgor listed on Pledged Securities, except the attached Schedules 2.02(a), 2.02(b) and 2.02(c) security interest created by this Agreement or otherwise securing only Lender.
4.2. All of the Pledged Securities have been duly authorized and validly issued to such Pledgor issued, and are fully paid and nonassessablenon-assessable.
4.3. Pledgor has full power, authority and legal right to pledge all of the Pledged Securities pursuant to the terms of this Agreement.
4.4. No consent, license, permit, approval or authorization, filing or declaration with any Governmental Authority, and no consent of any other Person, is required to be obtained by Pledgor in connection with the pledge of the Pledged Securities hereunder, that has not been obtained or made, and is not in full force and effect.
4.5. The pledge, assignment and delivery of the Pledged Securities hereunder creates a valid first lien on, and a first perfected security interest in, the Pledged Securities and the proceeds thereof. Other than pursuant to the Agreement, Pledgor has not granted any other liens on, or security interests in, the Pledged Securities.
4.6. The Pledged Securities constitute (a) sixty-five percent (65%) of the total combined voting power of all classes of equity interests or stock of each first-tier Foreign Subsidiary, (b) Such one hundred percent (100%) of the non-voting equity interests or stock of each first-tier Foreign Subsidiary of Pledgor, and (c) one hundred percent (100%) of the outstanding capital stock or other equity interest owned by Pledgor of each Domestic Subsidiary of Pledgor.
4.7. Pledgor has received consideration that is the reasonably equivalent value of the obligations and liabilities that Pledgor has incurred to Lender. Pledgor is not insolvent, as defined in any applicable state or federal statute, nor will Pledgor be rendered insolvent by the legal execution and delivery of this Agreement to Lender. Pledgor is not engaged or about to engage in any business or transaction for which the assets retained by Pledgor are or will be an unreasonably small amount of capital, taking into consideration the obligations to Lender incurred hereunder. Pledgor does not intend to incur debts beyond Pledgor's ability to pay them as they mature.
4.8. If the Pledged Securities are "restricted securities" within the meaning of Rule 144, or any amendment thereof, promulgated under the Securities Act of 1933, as amended (the "Securities Act"), Pledgor further represents and warrants that, except as disclosed in writing to Lender, (a) Pledgor has been the beneficial owner of the Pledged Collateral free and clear Securities for a period of any Lien or option, except for (i) the security interest created by this Pledge Agreement and (ii) other Liens permitted under the Master Debt Agreements ( the “Permitted Liens”).
(c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor or (b) for the exercise by the Collateral Trustee or any Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).
(d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Collateral Trustee.
(e) The Membership Interests listed on the attached Schedule 2.02(a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(g) The Pledged Shares list on the attached Schedule 2.02(c) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(h) Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by it during the last five at least two years prior to the date hereof, (b) the full purchase price or other consideration for the Pledged Securities has been paid or given at least three years prior to the date hereof, and (c) Pledgor does not have a short position in or any put or other option to dispose of this Pledge Agreementany securities of the same class as the Pledged Securities or any other securities convertible into securities of such class.
Appears in 2 contracts
Sources: Pledge Agreement (Aldila Inc), Pledge Agreement (Aldila Inc)
Pledgor’s Representations and Warranties. Each Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Trustee and the Account or delivered to Secured Parties as followsParty or Custodian, that:
(a) The Pledged Pledgor is the direct, sole beneficial owner and sole holder of record of the Collateral, free and clear of any Liens other than Permitted Liens. Pledgor further represents and warrants that all Collateral applicable constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledgor listed on the attached Schedules 2.02(a)Collateral) duly authorized, 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and issued, are fully paid and nonassessablenon-assessable.
(b) Such Pledgor has full power and authority to grant to Secured Party the security interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to Secured Party pursuant to this Security Agreement is a valid and binding security interest in the legal Collateral (subject to no other Liens, other than Permitted Liens).
(c) Upon the execution and beneficial owner delivery of this Security Agreement by the parties hereto and the registration of the Pledged Relevant Collateral free and clear Shares in the name of any Lien or optionthe applicable Lender on the Issuer’s share register, except for (i) the security interest created by this Pledge Agreement in favor of Secured Party in the Relevant Collateral Shares and the Cash Collateral Account will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other Liens permitted under the Master Debt Agreements ( the “Permitted Liens”)theory, may be asserted against Secured Party.
(cd) No authorizationOn and after the Custodial Arrangement Date, authenticationsubject to the execution of the Control Agreement with respect to the Collateral Accounts by the parties thereto, (i) the security interest created in favor of Secured Party in the Collateral Accounts and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party.
(e) With respect to all Collateral that may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations.
(i) None of the Collateral 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, (ii) there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral or which obligate the issuer of any Equity Interest included in the Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no notice to or giving of notice, filing with, any Governmental Authority governmental authority or regulatory body any other Person is required either (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Security Agreement or for the execution, delivery, or delivery and performance of this Pledge Security Agreement by such Pledgor Pledgor, or (b) for the exercise by the Collateral Trustee or any Secured Party of the voting or other rights provided for in this Pledge Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).
(d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Collateral Trustee.
(e) The Membership Interests listed on the attached Schedule 2.02(a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(g) The Pledged Shares list on the attached Schedule 2.02(c) constitute the percentage No financing statement or security agreement describing all or any portion of the issued and outstanding shares Collateral which has not lapsed or been terminated naming Pledgor as debtor has been filed or is of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest record in such issuer in which the Pledgor has any ownership interestjurisdiction except for financing statements or security agreements naming Secured Party or any other Lender as secured party.
(i) The Advance made by Lender under the Margin Loan Agreement and the pledge of the Relevant Collateral Shares (or security entitlements in respect thereof) by Pledgor hereunder are not a device to secure the sale thereof, (ii) Pledgor has no expectation or intention that an Event of Default will occur under the Margin Loan Agreement, (iii) Pledgor intends and expects to repay in full the Secured Obligations in a manner that will not result in a sale by Secured Party of such Relevant Collateral Shares, (iv) the pledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge and (v) Secured Party has full recourse to Pledgor with respect to the Secured Obligations. The representation and warranty set forth in this clause (h) Schedule 3 sets forth its sole jurisdiction shall be deemed repeated as of formation, type of organization, federal tax identification number, any date on which Collateral is released under the organizational number, and all names used by it during the last five years prior to the date of this Pledge Margin Loan Agreement.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Riverstone VI Centennial QB Holdings, L.P.), Pledge and Security Agreement (Riverstone VI Centennial QB Holdings, L.P.)
Pledgor’s Representations and Warranties. Each Pledgor represents and warrants to the Collateral Trustee Secured Party and the Secured other Credit Parties as follows:
(a) The Membership Interests, Partnership Interests, and Pledged Collateral Shares applicable to such Pledgor listed on the attached Schedules Schedule 2.02(a), Schedule 2.02(b) and Schedule 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable.
(b) Such Pledgor is the legal and beneficial owner of the Pledged Collateral free and clear of any Lien or option, except for (i) the security interest created by this Pledge Agreement and (ii) other Liens permitted under the Master Debt Agreements ( the “Permitted Liens”).
(c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor or (b) for the exercise by the Collateral Trustee Secured Party or any Secured Credit Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except for the filing of a financing statement with respect to the Pledged Collateral and except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).
(d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Collateral TrusteeSecured Party.
(e) The Membership Interests listed on the attached Schedule 2.02(a2.02
(a) constitute the (i) percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and (ii) all of the Equity Interest in membership interests of such issuer in which the such Pledgor has any ownership interest.
(f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute (i) the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and (ii) all partnership interests of the Equity Interest in such issuer in which the such Pledgor has any ownership interest.
(g) The Pledged Shares list on the attached Schedule 2.02(c) constitute (i) the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and (ii) all of the Equity Interest in shares of stock of such issuer in which the such Pledgor has any ownership interestinterests.
(h) Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by it during the last five years prior to the date of this Pledge Agreement.
(i) With respect to any Intercompany Note, the applicable Pledgor is, and will be at the time such Intercompany Note is delivered to Secured Party hereunder, the record and beneficial owner of such Intercompany Note free and clear of any Liens, other than the liens created by this Pledge Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Mariner Energy Inc), Credit Agreement (Mariner Energy Resources, Inc.)
Pledgor’s Representations and Warranties. Each Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Trustee and the Secured Parties as followsAccount or delivered to Custodian, that:
(a) The Pledged security interest in the Collateral applicable granted to such Pledgor listed on Secured Party pursuant to this Security Agreement is a valid and binding security interest in the attached Schedules 2.02(aCollateral (subject to no other Liens, other than Permitted Liens), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable.
(b) Such Pledgor is Subject to the legal and beneficial owner execution of the Pledged Collateral free and clear of any Lien or optionapplicable Control Agreement, except for (i) the security interest created by this Pledge Agreement in favor of Secured Party in the Collateral Account and the security entitlements constituting Relevant Collateral Shares and other financial assets credited thereto constitute a perfected first priority security interest (ii) other Liens permitted under the Master Debt Agreements ( the “subject to Permitted Liens”) securing the Secured Obligations, Secured Party has control (within the meaning of Sections 8-106 and 9-106 of the UCC) thereof and no action based on an adverse claim to such security entitlement or such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party (other than by Custodian to the extent expressly set forth in the applicable Control Agreement).
(c) No authorizationWith respect to all Collateral a security interest in which may be perfected by filing a financing statement pursuant to the UCC, authenticationwhen a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), approval, or other action by, Secured Party will have a valid and no notice perfected first priority security interest (subject to or filing with, any Governmental Authority or regulatory body is required either (aPermitted Liens) in such Collateral as security for the pledge by such Pledgor payment and performance of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement Secured Obligations.
(i) The Advances made by such Pledgor or (b) for the exercise by the Collateral Trustee Secured Party or any Agented Lender under the Loan Agreement and the pledge of the Relevant Collateral Shares by Pledgor hereunder are not a device to secure the sale thereof, (ii) Pledgor has no expectation or intention that an Event of Default will occur under the Loan Agreement, (iii) Pledgor intends and expects to repay in full the Secured Obligations in a manner that will not result in a sale by Secured Party of such Relevant Collateral Shares, (iv) the voting or other rights provided for pledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge and (v) Secured Party has full recourse to Pledgor with respect to the Secured Obligations. The representation and warranty set forth in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).
clause (d) Such Pledgor has shall be deemed repeated as of any date on which Collateral is released under the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Collateral Trustee.
(e) The Membership Interests listed on the attached Schedule 2.02(a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(g) The Pledged Shares list on the attached Schedule 2.02(c) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(h) Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by it during the last five years prior to the date of this Pledge Loan Agreement.
Appears in 1 contract
Pledgor’s Representations and Warranties. Each Pledgor represents and warrants to the Collateral Trustee and the Secured Parties as follows:
(a) The Pledged Collateral applicable to such Pledgor listed on the attached Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable.
(b) Such Pledgor is the legal and beneficial owner of the Pledged Collateral free and clear of any Lien or option, except for (i) the security interest created by this Pledge Agreement and (ii) other Liens permitted under the Master Debt Agreements ( the “Permitted Liens”).
(c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor or (b) for the exercise by the Collateral Trustee or any Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).
(d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Collateral Trustee.
(e) The Membership Interests listed on the attached Schedule 2.02(a2.02
(a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(g) The Pledged Shares list on the attached Schedule 2.02(c) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(h) Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by it during the last five years prior to the date of this Pledge Agreement.
Appears in 1 contract
Pledgor’s Representations and Warranties. Each Pledgor represents and warrants to the Collateral Trustee Administrative Agent and the Secured Parties as follows:
(a) The Pledged Collateral applicable to such Pledgor listed on the attached Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable.
(b) Such Pledgor is the legal and beneficial owner of the Pledged Collateral free and clear of any Lien or option, except for (i) the security interest created by this Pledge Agreement and (ii) other Liens permitted under the Master Debt Agreements Credit Agreement ( the “Permitted Liens”).
(c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor or (b) for the exercise by the Collateral Trustee Administrative Agent or any Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).
(d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Collateral TrusteeAdministrative Agent.
(e) The Membership Interests listed on the attached Schedule 2.02(a2.02
(a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(g) The Pledged Shares list on the attached Schedule 2.02(c) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(h) Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by it during the last five years prior to the date of this Pledge Agreement.
Appears in 1 contract
Pledgor’s Representations and Warranties. Each Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Trustee and the Secured Parties as followsAccount or delivered to Custodian, that:
(a) The Pledged security interest in the Collateral applicable granted to such Pledgor listed on Secured Party pursuant to this Security Agreement is a valid and binding security interest in the attached Schedules 2.02(aCollateral (subject to no other Liens, other than Permitted Liens), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable.
(b) Such Pledgor is Subject to the legal and beneficial owner execution of the Pledged Collateral free and clear of any Lien or optionapplicable Control Agreement, except for (i) the security interest created by this Pledge Agreement in favor of Secured Party in the Collateral Account and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto constitutes a perfected first priority security interest securing the Secured Obligations, Secured Party has control (iiwithin the meaning of Sections 8-106 and 9-106 of the UCC) thereof and no action based on an adverse claim to such security entitlement or such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other Liens permitted under the Master Debt Agreements ( the “theory, may be asserted against Secured Party, in each case, subject to Permitted Liens”).
(c) No authorizationWith respect to all Collateral a security interest in which may be perfected by filing a financing statement pursuant to the UCC, authenticationwhen a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), approval, or other action by, Secured Party will have a valid and no notice perfected first priority (subject to or filing with, any Governmental Authority or regulatory body is required either (aPermitted Liens) security interest in such Collateral as security for the pledge by such Pledgor payment and performance of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement Secured Obligations.
(i) The Advances made by such Pledgor or (b) for the exercise by the Collateral Trustee Secured Party or any Agented Lender under the Loan Agreement and the pledge of the Relevant Collateral Shares (or security entitlements in respect thereof) by Pledgor hereunder are not a device to secure the sale thereof, (ii) Pledgor has no expectation or intention that an Event of Default will occur under the Loan Agreement, (iii) Pledgor intends and expects to repay in full the Secured Obligations in a manner that will not result in a sale by Secured Party of such Relevant Collateral Shares, (iv) the voting or other rights provided for pledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge and (v) Secured Party has full recourse to Pledgor with respect to the Secured Obligations. The representation and warranty set forth in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).
clause (d) Such Pledgor has shall be deemed repeated as of any date on which Collateral is released under the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Collateral Trustee.
(e) The Membership Interests listed on the attached Schedule 2.02(a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(g) The Pledged Shares list on the attached Schedule 2.02(c) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(h) Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by it during the last five years prior to the date of this Pledge Loan Agreement.
Appears in 1 contract
Sources: Pledge and Security Agreement (KKR Fresh Aggregator L.P.)
Pledgor’s Representations and Warranties. Each Pledgor hereby represents and warrants to Secured Party, as of the Collateral Trustee and the Secured Parties as followsdate hereof, that:
(a) The Pledged security interest in the Collateral applicable granted to such Pledgor listed on the attached Schedules 2.02(aSecured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable.
(b) Such With respect to all Collateral a security interest in which may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor is in the legal location listed on Schedule 1 (naming Pledgor as the debtor and beneficial owner Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Pledged Collateral free and clear of any Lien or option, except for (i) the security interest created by this Pledge Agreement and (ii) other Liens permitted under the Master Debt Agreements ( the “Permitted Liens”)Secured Obligations.
(c) No authorization, authentication, approval, or other action by, and no Set forth on Exhibit B hereto (as updated from time to time by Pledgor by written notice to or filing with, Secured Party) are Pledgor’s exact name as it appears in its Organization Documents; the type of entity of Pledgor; its state of organization; its mailing address; and the location of its place of business (which is its only place of business). Such information with respect to Pledgor has not been different from the information set forth on Exhibit B (as updated from time to time by Pledgor by written notice to Secured Party) at any Governmental Authority or regulatory body is required either (a) for time within the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor or (b) for the exercise by the Collateral Trustee or any Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally)past five years.
(d) Such Pledgor (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the full right, all requisite power and authority to deliverenter into, pledgeand perform its obligations under, assign this Agreement and transfer the Pledged Collateral (iii) is qualified to the Collateral Trusteedo business in, and is in good standing in, every jurisdiction where such qualification is required.
(e) The Membership Interests listed on Transactions involving Pledgor are within the attached Schedule 2.02(a) constitute the percentage powers of the issued and outstanding membership interests have been duly authorized by all necessary action by Pledgor. This Agreement has been duly executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of the respective issuer thereof set forth on Schedule 2.02(a) Pledgor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and all subject to general principles of the Equity Interest equity, regardless of whether considered in such issuer a proceeding in which the Pledgor has any ownership interestequity or at law.
(f) The Partnership Interests listed Transactions involving Pledgor (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Margin Loan Documentation, (ii) will not violate any Law applicable to Pledgor, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon Pledgor or any assets of Pledgor, or give rise to a right thereunder to require any payment to be made by Pledgor, (iv) will not result in the creation or imposition of any Lien on any asset of Pledgor, except Liens created pursuant to the attached Schedule 2.02(bMargin Loan Documentation and (v) constitute will not violate or require any consent under the percentage Organization Documents of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interestPledgor.
(g) The Pledged Shares list on There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the attached Schedule 2.02(cknowledge of Pledgor, threatened in writing against, Pledgor (i) constitute as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the percentage of aggregate, to result in a Material Adverse Effect or (ii) that involve the issued and outstanding shares of capital stock of Loan Agreement, this Agreement or the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interestTransactions.
(h) Schedule 3 sets forth Pledgor is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational numberproperties.
(i) Pledgor is not, and all names used by it during the last five years prior after giving effect to the date contemplated Transactions will not be, required to register as an “investment company” under the United States Investment Company Act of this Pledge Agreement1940.
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Pledgor’s Representations and Warranties. Each Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Trustee and the Secured Parties as followsAccount or delivered to Custodian that:
(a) The Pledged security interest in the Collateral applicable granted to such Pledgor listed on the attached Schedules 2.02(aSecured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable.
(b) Such Pledgor is Subject to the legal and beneficial owner execution of the Pledged Control Agreement with respect to the Collateral free and clear of any Lien or optionAccount by the parties thereto, except for (i) the security interest created by this Pledge Agreement in favor of Secured Party in the Collateral Account and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party has control (within the meaning of Sections 8-106 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other Liens permitted under the Master Debt Agreements ( the “Permitted Liens”)theory, may be asserted against Secured Party.
(c) No authorizationWith respect to all Collateral a security interest in which may be perfected by filing a financing statement pursuant to the UCC, authenticationwhen a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), approval, or other action by, Secured Party will have a valid and no notice to or filing with, any Governmental Authority or regulatory body is required either (a) perfected first priority security interest in such Collateral as security for the pledge by such Pledgor payment and performance of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor or (b) for the exercise by the Collateral Trustee or any Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally)Obligations.
(d) Set forth on Exhibit B hereto (as updated from time to time by Pledgor by written notice to Secured Party) are Pledgor’s exact name as it appears in its Organization Documents; the type of entity of Pledgor; its state of organization; its mailing address; and the location of its place of business (which is its only place of business). Such information with respect to Pledgor has not been different from the full right, power and authority information set forth on Exhibit B (as updated from time to deliver, pledge, assign and transfer time by Pledgor by written notice to Secured Party) at any time within the Pledged Collateral to the Collateral Trusteepast five years.
(ei) The Membership Interests listed on Advances made by Secured Party or any Agented Lender under the attached Schedule 2.02(a) constitute Loan Agreement and the percentage pledge of the issued and outstanding membership interests of Relevant Collateral Shares (or security entitlements in respect thereof) by Pledgor hereunder are not a device to secure the respective issuer thereof set forth on Schedule 2.02(asale thereof, (ii) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
no expectation or intention that an Event of Default will occur under the Loan Agreement, (fiii) The Partnership Interests listed on Pledgor intends and expects to repay in full the attached Schedule 2.02(bSecured Obligations in a manner that will not result in a sale by the Secured Party of such Relevant Collateral Shares, (iv) constitute the percentage pledge of the issued such Relevant Collateral Shares hereunder constitutes a bona fide pledge and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b(v) and all of the Equity Interest in such issuer in which the Secured Party has full recourse to Pledgor has any ownership interest.
(g) The Pledged Shares list on the attached Schedule 2.02(c) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(h) Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by it during the last five years prior with respect to the date of this Pledge AgreementSecured Obligations.
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Pledgor’s Representations and Warranties. Each Pledgor represents and warrants to the Collateral Trustee Secured Party and the Secured Parties other Beneficiaries as follows:
(a) The Pledged Collateral applicable to such Pledgor listed on the attached Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessablenonassessable (as applicable in light of the entity type of each individual issuer).
(b) Such Pledgor is the legal and beneficial owner of the Pledged Collateral free and clear of any Lien or option, except for (i) the security interest created by this Pledge Agreement and (ii) other Liens permitted under the Master Debt Agreements ( the “Permitted Liens”).
(c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor or (b) for the exercise by the Collateral Trustee Secured Party or any Secured Party Beneficiary of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).
(d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Collateral TrusteeSecured Party.
(e) The Membership Interests listed on the attached Schedule 2.02(a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(g) The Pledged Shares list listed on the attached Schedule 2.02(c) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(h) Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by it during the last five years prior to the date of this Pledge Agreement.
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Pledgor’s Representations and Warranties. Each Pledgor hereby represents and warrants to each Secured Party and Collateral Agent, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Trustee and the Account or delivered to any Secured Parties as followsParty, Collateral Agent or Custodian, that:
(a) The Pledged Collateral applicable to such Pledgor listed on the attached Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable.
(b) Such Pledgor is the legal and direct, sole beneficial owner and sole holder of record of the Pledged Collateral Collateral, free and clear of any Lien lien, security interest, option or optionother charge or encumbrance (each, a “Lien”) except for (i) the security interest created by this Pledge Agreement and any Lien granted on or prior to the date hereof to the Custodian pursuant to the Control Agreement in respect of the Collateral Account (ii) other Liens permitted under the Master Debt Agreements ( such Liens, the “Permitted Liens”).
(b) Pledgor has full power and authority to grant to each Secured Party the security interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to each Secured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens other than the Permitted Liens).
(c) Subject to the execution of the Control Agreement with respect to the Collateral Account by the parties thereto, (i) the security interest created in favor of each Secured Party in the Collateral Account and the security entitlements in respect of the financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) each Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against any Secured Party.
(d) With respect to all Collateral that may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and each Secured Party as the secured party), each Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations.
(e) No authorization, authenticationconsent, approval, authorization, or other action by, and no notice to or giving of notice, filing with, any Governmental Authority governmental authority or regulatory body any other Person is required either (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Security Agreement or for the execution, delivery, or delivery and performance of this Pledge Security Agreement by such Pledgor Pledgor, or (b) for the exercise by the Collateral Trustee or any Secured Party of the voting or other rights provided for in this Pledge Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).
(d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Collateral Trustee.
(e) The Membership Interests listed on the attached Schedule 2.02(a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage To Pledgor’s actual knowledge, after reasonable inquiry, no financing statement or security agreement describing all or any portion of the issued and outstanding general and limited partnership interests Collateral which has not lapsed or been terminated naming Pledgor as debtor has been filed or is of the respective issuer thereof set forth record in any jurisdiction except for financing statements or security agreements naming Collateral Agent, on Schedule 2.02(b) and all behalf of the Equity Interest in such issuer in which the each Secured Party, as secured party. Pledgor has not authorized the filing of any ownership interestsuch financing statements.
(g) The Pledged Shares list on the attached Schedule 2.02(c) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(h) Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by it during the last five years prior to the date of this Pledge Agreement.
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Sources: Pledge and Security Agreement (TH International LTD)
Pledgor’s Representations and Warranties. Each Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Trustee and the Secured Parties as followsAccount or delivered to Custodian, that:
(a) The Pledged security interest in the Collateral applicable granted to such Pledgor listed on the attached Schedules 2.02(aSecured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable.
(b) Such Pledgor is Subject to the legal and beneficial owner execution of the Pledged Control Agreement with respect to the Collateral free and clear of any Lien or optionAccount by the parties thereto, except for (i) the security interest created by this Pledge Agreement in favor of Secured Party in the Collateral Account and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other Liens permitted under the Master Debt Agreements ( the “Permitted Liens”)theory, may be asserted against Secured Party.
(c) No authorizationWith respect to all Collateral that may be perfected by filing a financing statement pursuant to the UCC, authenticationwhen a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), approval, or other action by, Secured Party will have a valid and no notice to or filing with, any Governmental Authority or regulatory body is required either (a) perfected first priority security interest in such Collateral as security for the pledge by such Pledgor payment and performance of the Pledged Secured Obligations.
(i) The Advances made by Secured Party or any Agented Lender under the Loan Agreement and the pledge of the Relevant Collateral pursuant to this Pledge Agreement Shares (or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor or (bsecurity entitlements in respect thereof) for the exercise by the Collateral Trustee Pledgor hereunder are not a device to secure the sale thereof, (ii) the Pledgor has no expectation or any intention that an Event of Default will occur under the Loan Agreement, (iii) the Pledgor intends and expects to repay in full the Secured Obligations in a manner that will not result in a sale by the Secured Party of such Relevant Collateral Shares, (iv) the voting or other rights provided for pledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge and (v) Secured Party has full recourse to the Pledgor with respect to the Secured Obligations. The representation and warranty set forth in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).
clause (d) Such Pledgor has shall be deemed repeated as of any date on which Collateral is released under the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Collateral Trustee.
(e) The Membership Interests listed on the attached Schedule 2.02(a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(g) The Pledged Shares list on the attached Schedule 2.02(c) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(h) Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by it during the last five years prior to the date of this Pledge Loan Agreement.
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Pledgor’s Representations and Warranties. Each Pledgor represents and warrants to the Collateral Trustee Agent and the Secured Parties Lenders as follows:
(a) The 4.1. Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged Securities, and the Pledged Securities are not subject to any pledge, lien, mortgage, hypothecation, security interest, charge, option, warrant, or other encumbrance whatsoever, nor to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor that would include such Pledged Securities, except the security interest created by this Agreement or otherwise securing only Collateral applicable to such Pledgor listed on Agent and the attached Schedules 2.02(a), 2.02(b) and 2.02(c) Lenders.
4.2. All of the Pledged Securities have been duly authorized and validly issued to such Pledgor issued, and are fully paid and nonassessablenon-assessable.
4.3. Pledgor has full power, authority and legal right to grant a security interest in all of the Pledged Securities pursuant to the terms of this Agreement.
4.4. No consent, license, permit, approval or authorization, filing or declaration with any governmental authority, domestic or foreign, and no consent of any other party is required to be obtained by Pledgor in connection with the pledge of the Pledged Securities hereunder as of the effective date as described in Section 2.9(b) of the Credit Agreement (the "Pledge Effective Date"), that has not been obtained or made, and is not in full force and effect.
4.5. The pledge, assignment and delivery of the Pledged Securities hereunder creates, when the Pledged Securities have been delivered to Collateral Agent, or, with respect to the Pledged Securities of a Foreign Subsidiary, registration of such interest, if appropriate, a valid first lien on, and a first perfected security interest in, the Pledged Securities and the proceeds thereof, effective as of the Pledge Effective Date.
4.6. The Pledged Securities constitute (a) one hundred percent (100%) of the shares of stock or other equity interest of each Subsidiary other than a Foreign Subsidiary and (b) Such sixty-five percent (65%) of the shares of stock or other equity interest of each Foreign Subsidiary (one hundred percent (100%) if there would be no adverse tax consequence).
4.7. Pledgor fully anticipates that the Obligations will be repaid without the necessity of selling the Pledged Securities.
4.8. Pledgor has received consideration that is the reasonable equivalent value of the obligations and liabilities that Pledgor has incurred to Collateral Agent and the Lenders. Pledgor is not insolvent, as defined in any applicable state or federal statute, nor will Pledgor be rendered insolvent by the legal execution and delivery of this Agreement to Collateral Agent for the benefit of the Lenders. Pledgor is not engaged or about to engage in any business or transaction for which the assets retained by Pledgor are or will be an unreasonably small amount of capital, taking into consideration the obligations to Collateral Agent and the Lenders incurred hereunder. Pledgor does not intend to incur debts beyond Pledgor's ability to pay them as they mature.
4.9. If the Pledged Securities are "restricted" within the meaning of Rule 144, or any amendment thereof, promulgated under the Securities Act of 1933, as amended (the "Securities Act"), as determined by counsel for Collateral Agent, Pledgor further represents and warrants that (a) Pledgor has been the beneficial owner of the Pledged Collateral free and clear Securities for a period of any Lien or option, except for at least two (i2) the security interest created by this Pledge Agreement and (ii) other Liens permitted under the Master Debt Agreements ( the “Permitted Liens”).
(c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor or (b) for the exercise by the Collateral Trustee or any Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).
(d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Collateral Trustee.
(e) The Membership Interests listed on the attached Schedule 2.02(a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(g) The Pledged Shares list on the attached Schedule 2.02(c) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(h) Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by it during the last five years prior to the date hereof, (b) the full purchase price or other consideration for the Pledged Securities has been paid or given at least two (2) years prior to the date hereof, and (c) Pledgor does not have a short position in or any put or other option to dispose of this Pledge Agreementany securities of the same class as the Pledged Securities or any other securities convertible into securities of such class.
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Pledgor’s Representations and Warranties. Each Pledgor hereby represents and warrants to Secured Party, as of the Collateral Trustee and the Secured Parties as followsdate hereof, that:
(a) The Pledged security interest in the Collateral applicable granted to such Pledgor listed on the attached Schedules 2.02(aSecured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable.
(b) Such With respect to all Collateral a security interest in which may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor is in the legal location listed on Schedule 1 (naming Pledgor as the debtor and beneficial owner Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Pledged Collateral free and clear of any Lien or option, except for (i) the security interest created by this Pledge Agreement and (ii) other Liens permitted under the Master Debt Agreements ( the “Permitted Liens”)Secured Obligations.
(c) No authorization, authentication, approval, or other action by, and no Set forth on Exhibit B hereto (as updated from time to time by Pledgor by written notice to or filing with, Secured Party) are Pledgor’s exact name as it appears in its Organization Documents; the type of entity of Pledgor; its state of organization; its mailing address; and the location of its place of business (which is its only place of business). Such information with respect to Pledgor has not been different from the information set forth on Exhibit B (as updated from time to time by Pledgor by written notice to Secured Party) at any Governmental Authority or regulatory body is required either (a) for time within the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor or (b) for the exercise by the Collateral Trustee or any Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally)past five years.
(d) Such Pledgor (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the full right, all requisite power and authority to deliverenter into, pledgeand perform its obligations under, assign this Agreement and transfer the Pledged Collateral (iii) is qualified to the Collateral Trusteedo business in, and is in good standing in, every jurisdiction where such qualification is required.
(e) The Membership Interests listed on Transactions involving Pledgor are within the attached Schedule 2.02(a) constitute the percentage powers of the issued and outstanding membership interests have been duly authorized by all necessary action by Pledgor. This Agreement has been duly executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of the respective issuer thereof set forth on Schedule 2.02(a) Pledgor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and all subject to general principles of the Equity Interest equity, regardless of whether considered in such issuer a proceeding in which the Pledgor has any ownership interestequity or at law.
(f) The Partnership Interests listed Transactions involving Pledgor (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Margin Loan Documentation, (ii) will not violate any Law applicable to Pledgor, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon Pledgor or any assets of Pledgor, or give rise to a right thereunder to require any payment to be made by Pledgor, (iv) will not result in the creation or imposition of any Lien on any asset of Pledgor, except Liens created pursuant to the attached Schedule 2.02(bMargin Loan Documentation and (v) constitute will not violate or require any consent under the percentage Organization Documents of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interestPledgor.
(g) The Pledged Shares list on There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the attached Schedule 2.02(cknowledge of Pledgor, threatened in writing against, Pledgor (i) constitute as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the percentage of aggregate, to result in a Material Adverse Effect or (ii) that involve the issued and outstanding shares of capital stock of Loan Agreement, this Agreement or the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interestTransactions.
(h) Schedule 3 sets forth Pledgor is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational numberproperties.
(i) Pledgor is not, and all names used by it during the last five years prior after giving effect to the date contemplated Transactions will not be, required to register as an “investment company” under the United States Investment Company Act of 1940.
(i) The present fair market value of Pledgor’s assets exceeds the total amount of Pledgor’s liabilities (including contingent liabilities), (ii) Pledgor has capital and assets sufficient to carry on its businesses, (iii) Pledgor is not engaged and is not about to engage in a business or a transaction for which its remaining assets are unreasonably small in relation to such business or transaction and (iv) Pledgor does not intend to incur or believe that it will incur debts beyond its ability to pay as they become due. Pledgor will not be rendered insolvent by the consummation of the Transactions.
(k) Pledgor owns all of its assets (including all of the Collateral) free and clear of Liens, other than Permitted Liens.
(l) Pledgor has not made nor consented to, nor is aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in any of its properties, including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Lenders under the Margin Loan Documentation and Permitted Liens.
(m) Pledgor and its managers, officers and employees and to the knowledge of Pledgor, its agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Pledgor or any of its Responsible Officers, or (b) to the knowledge of Pledgor, any managers, employees or agents of Pledgor, is a Sanctioned Person.
(n) Pledgor does not have and has never had (a) any employees and it has never directly contracted with individuals who are not independent contractors, (b) to maintain, contribute to, or any direct obligation to maintain or contribute to, any Employee Benefit Plan, and (c) any actual or potential liabilities with respect to any Pension Plan, including as a result of its affiliation with any of its ERISA Affiliates, that exceed the Threshold Amount. No Person treated as an independent contractor by Pledgor shall have been classified as an employee by any Governmental Authority.
(o) The assets of Pledgor do not constitute “plan assets” of an ERISA Plan.
(p) Pledgor is not engaged in any business or activity other than (a) holding Collateral and ministerial activities incidental thereto and otherwise expressly contemplated herein or in the Loan Agreement, (b) performing its obligations under the Margin Loan Documentation and the Transactions and (c) payment of taxes and administrative fees necessary for compliance with this Pledge AgreementAgreement or the other Margin Loan Documentation.
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Pledgor’s Representations and Warranties. Each Pledgor hereby represents and warrants to Secured Party, as of the Collateral Trustee and the Secured Parties as followsdate hereof, that:
(a) The Pledged security interest in the Collateral applicable granted to such Pledgor listed on the attached Schedules 2.02(aSecured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable.
(b) Such With respect to all Collateral a security interest in which may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor is in the legal location listed on Schedule 1 (naming Pledgor as the debtor and beneficial owner Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest (subject to Permitted Liens) in such Collateral as security for the payment and performance of the Pledged Collateral free and clear of any Lien or option, except for (i) the security interest created by this Pledge Agreement and (ii) other Liens permitted under the Master Debt Agreements ( the “Permitted Liens”)Secured Obligations.
(c) No authorization, authentication, approval, or other action by, and no Set forth on Exhibit B hereto (as updated from time to time by Pledgor by written notice to or filing with, Secured Party) are Pledgor’s exact name as it appears in its Organization Documents; the type of entity of Pledgor; its state of organization; its mailing address; and the location of its place of business (which is its only place of business). Such information with respect to Pledgor has not been different from the information set forth on Exhibit B (as updated from time to time by Pledgor by written notice to Secured Party) at any Governmental Authority or regulatory body is required either (a) for time within the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor or (b) for the exercise by the Collateral Trustee or any Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally)past five years.
(d) Such Pledgor (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the full right, all requisite power and authority to deliverenter into, pledgeand perform its obligations under, assign this Security Agreement and transfer the Pledged Collateral (iii) is qualified to the Collateral Trusteedo business in, and is in good standing in, every jurisdiction where such qualification is required.
(e) The Membership Interests listed on Transactions involving Pledgor are within the attached Schedule 2.02(a) constitute the percentage powers of the issued and outstanding membership interests have been duly authorized by all necessary action by Pledgor. This Security Agreement has been duly executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of the respective issuer thereof set forth on Schedule 2.02(a) Pledgor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and all subject to general principles of the Equity Interest equity, regardless of whether considered in such issuer a proceeding in which the Pledgor has any ownership interestequity or at law.
(f) The Partnership Interests listed Transactions involving Pledgor (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Margin Loan Documentation, (ii) will not violate any Law applicable to Pledgor, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon Pledgor or any assets of Pledgor, or give rise to a right thereunder to require any payment to be made by Pledgor, (iv) will not result in the creation or imposition of any Lien on any asset of Pledgor, except Liens created pursuant to the attached Schedule 2.02(bMargin Loan Documentation and (v) constitute will not violate or require any consent under the percentage Organization Documents of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interestPledgor.
(g) The Pledged Shares list on There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the attached Schedule 2.02(cknowledge of Pledgor, threatened in writing against, Pledgor (i) constitute as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the percentage of aggregate, to result in a Material Adverse Effect or (ii) that involve the issued and outstanding shares of capital stock of Loan Agreement, this Security Agreement or the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interestTransactions.
(h) Schedule 3 sets forth Pledgor is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its sole properties.
(i) Pledgor is not, and after giving effect to the contemplated Transactions will not be, required to register as an “investment company” under the United States Investment Company Act of 1940.
(i) The present fair market value of Pledgor’s assets exceeds the total amount of Pledgor’s liabilities (including contingent liabilities), (ii) Pledgor has capital and assets sufficient to carry on its businesses, (iii) Pledgor is not engaged and is not about to engage in a business or a transaction for which its remaining assets are unreasonably small in relation to such business or transaction and (iv) Pledgor does not intend to incur or believe that it will incur debts beyond its ability to pay as they become due. Pledgor will not be rendered insolvent by the consummation of the Transactions.
(k) Pledgor owns all of its assets (including all of the Collateral) free and clear of Liens, other than Permitted Liens.
(l) Pledgor has not made nor consented to, nor is aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in any of formationits properties, type including the filing of organizationa register of mortgages, federal tax identification numbercharges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Lenders under the Margin Loan Documentation and Permitted Liens.
(m) Pledgor and its managers, officers and employees and to the knowledge of Pledgor, its agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Pledgor or any of its Responsible Officers, or (b) to the knowledge of Pledgor, any managers, employees or agents of Pledgor, is a Sanctioned Person.
(n) Pledgor (a) does not have and has never had any employees and it has never directly contracted with individuals who are not independent contractors, (b) does not maintain, contribute to, or have any direct obligation to maintain or contribute to, any Employee Benefit Plan, and (c) does not have any actual or contingent liabilities with respect to any Pension Plan, including as a result of its affiliation with any of its ERISA Affiliates, that in the case of (c), individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect.
(o) The assets of Pledgor do not constitute “plan assets” within the meaning of the Plan Asset Regulation.
(p) Pledgor is not engaged in any business or activity other than (a) holding Collateral and ministerial activities incidental thereto and otherwise expressly contemplated herein or in the Loan Agreement, (b) performing its obligations under the Margin Loan Documentation and the Transactions and (c) payment of taxes and administrative fees in connection with the business permitted under this Security Agreement, the organizational number, Loan Agreement and all names used by it during the last five years prior to the date of this Pledge Agreementits Organization Documents.
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