Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that: (a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral. (b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral. (c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments. (d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien. (e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto. (f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement. (g) The Location of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such Location. (h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 6 contracts
Sources: Pledge Agreement (Mafco Holdings Inc), Pledge Agreement (Mafco Holdings Inc), Pledge Agreement (Mafco Holdings Inc)
Representations and Warranties of Pledgor. The Pledgor hereby represents and warrants to Secured Party Pledgee, and covenants with Pledgee, that:
(a) Exhibit A sets forth (i) the authorized capital stock and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock and other equity interests of each Pledge Entity held by such Pledgor's holding period . Such Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Interests of such Pledgor, and such shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of Pledgee created by this Agreement;
(calculated in accordance with Rule 144(db) under the Securities Act) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Initial Pledged Items commenced on Interests or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release any of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Pledged Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.;
(c) All Collateral consisting of securities This Agreement is the legal, valid and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 binding obligation of the UCC) (Pledgor, enforceable against the Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United Statesgeneral application affecting enforcement of creditors’ rights generally, any State thereof or the District availability of Columbia and (i) certificated (and equitable remedies, which are subject to the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) discretion of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not court before which an action may be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.brought;
(d) Upon (i) in The Pledged Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the case of Collateral consisting of investment property (as defined in Section 9-102(a) Pledged Interests listed on Exhibit A constitute all of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name issued and outstanding capital stock or other equity interests of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.Pledge Entities;
(e) No registrationconsent, recordation approval or authorization of or designation or filing with any governmental body, agency or official regulatory authority on the part of the Pledgor is required in connection with the execution pledge and delivery of security interest granted under this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.Agreement;
(f) The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to the Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of the Pledgor has not performed or any Pledge Entity or of any securities issued by the Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which is binding upon the Pledgor or any Pledge Entity or upon any of the assets of the Pledgor or any Pledge Entity, and will not perform result in the creation or imposition of any acts that might prevent Secured Party from enforcing lien, charge or encumbrance on or security interest in any of the terms assets of the Pledgor or any Pledge Entity, except as otherwise contemplated by this Agreement or that might limit Secured Party in any such enforcement.Agreement;
(g) The Location pledge, assignment and delivery of the Pledged Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Interests and Pledged Collateral and the proceeds thereof in favor of Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Interests or any other Pledged Collateral. Until this Agreement is terminated pursuant to Section 11 hereof, the jurisdiction Pledgor covenants and agrees that it will defend, for the benefit of organization set forth Pledgee, Pledgee’s right, title and security interest in and to the perfection certificate attached hereto as Exhibit CPledged Interests, the other Pledged Collateral and under the Uniform Commercial Code as in effect in such Location.proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither the Pledgor has delivered nor any Pledged Entity (i) will become a person whose property or interests in property are blocked or subject to Secured Party blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a perfection certificate substantially in person on the form attached as Exhibit C hereto, completed list of Specially Designated Nationals and supplemented with the schedules and attachments contemplated thereby Blocked Persons or subject to the satisfaction limitations or prohibitions under any other Office of Secured Party, and signed by an Authorized Officer of PledgorForeign Asset Control regulation or executive order.
Appears in 5 contracts
Sources: Pledge Agreement, Pledge Agreement (OncBioMune Pharmaceuticals, Inc), Pledge Agreement (OncBioMune Pharmaceuticals, Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Collateral Agent and Secured Party that:
(a) Pledgor's holding period Pledgor (calculated i) acquired and made full payment for all shares of Common Stock pledged hereunder (or in respect of which security entitlements are pledged hereunder) on or before the date that is six months prior to the date of this Agreement as computed in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23), 2000, and Pledgor (iii) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions (other than the Existing Transfer Restrictions) and (iiiii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, the Collateral Agent, Secured Party or any securities intermediary through whom any Collateral is held (including the Securities Intermediary) (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control control (as defined in Section 8-106 of the UCC) with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind Lien on such Collateral.
(c) All Collateral consisting shares of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Common Stock at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets shares of Common Stock are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's ’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's ’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities Common Stock to the Custodian Collateral Agent in accordance with Section 5(c)(i8(c)(A), (Bii) in the case of uncertificated Common Stock, registration of any such investment property consisting of uncertificated securities Common Stock in the name of the Custodian Securities Intermediary or its nominee in accordance with Section 5(c)(ii8(c)(B) or (Ciii) the crediting of any securities or other financial assets underlying any such investment property consisting Common Stock in respect of which the Pledgor has a security entitlements entitlement to a securities account of maintained by the Custodian Securities Intermediary at another securities intermediary in accordance with Section 5(c)(iii8(c)(C) and, and in each case, case the crediting of any such securities or financial assets Common Stock to the Collateral Securities Account or (ii) in the case of Collateral not consisting of investment propertyaccordance with Section 8(c)(C), the filing Collateral Agent will have, for the benefit of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretoSecured Party, Secured Party will have a valid and, so long as the Securities Intermediary retains possession of such certificates or such uncertificated Common Stock remains so registered and such Common Stock continues to be credited to the Securities Account, perfected security interest in such Collaterala securities entitlement in respect thereof, in respect of which Secured Party the Collateral Agent will have (in the case of Collateral consisting of investment property) Control, control subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the any appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretojurisdiction.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party the Collateral Agent from enforcing any of the terms of this Agreement or that might limit Secured Party the Collateral Agent in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit CSection 13(d), and under the Uniform Commercial Code as in effect in such Location, no local filing is required to perfect a security interest in collateral consisting of general intangibles.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 4 contracts
Sources: Pledge Agreement (American International Group Inc), Pledge Agreement (American International Group Inc), Pledge Agreement (American International Group Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) acquired and made full payment for all Pledged Items at least two years prior to the Commencement Date and owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the such Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions (other than any Existing Transfer Restrictions) and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with in respect to of Collateral held through it) with Control with respect to any such Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Shares at any time pledged hereunder is are and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets Shares are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's ’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's ’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) Upon the delivery of certificates evidencing any such investment property consisting of certificated securities Shares to the Custodian Secured Party in accordance with Section 5(c)(i), (B5(c)(A) or the registration of any such investment property consisting of uncertificated securities Shares in the name of the Custodian Secured Party or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) 5(c)(B), and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretoAccount, Secured Party will have a valid and and, as long as Secured Party retains possession of such certificates or such uncertificated Shares remain so registered, perfected security interest in such Collateraltherein, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien and (ii) upon the crediting of any Shares to the Collateral Account, Secured Party will have a valid and, so long as such Shares continue to be credited to the Collateral Account, perfected security interest in a securities entitlement in respect thereof, in respect of which Secured Party will have Control subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or the Transaction Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction State of organization set forth in the perfection certificate attached hereto as Exhibit CNevada, and under the Uniform Commercial Code as in effect in such Location, no local filing is required to perfect a security interest in collateral consisting of general intangibles.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 3 contracts
Sources: Pledge Agreement (Ralcorp Holdings Inc /Mo), Pledge Agreement (Ralcorp Holdings Inc /Mo), Pledge Agreement (Ralcorp Holdings Inc /Mo)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with the manner provided in Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items Eligible Collateral delivered in accordance with Section 1(b) commenced on or before May 23, 2000at least one year prior to the date of the Term Sheet, and Pledgor (i) owns owns, and, except with respect to Collateral rehypothecated pursuant to Section 5(i), ) at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) 115 of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices specified in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices specified in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit CSection 8(c), and under the Uniform Commercial Code as in effect in such Location, no local filing is required to perfect a security interest in collateral consisting of general intangibles.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer the General Partner of Pledgor.
Appears in 3 contracts
Sources: Pledge Agreement (Zwan Bryan J), Pledge Agreement (Zwan Bryan J), Pledge Agreement (Zwan Bryan J)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party, on the Trade Date and on each date thereafter on which Pledgor delivers or Secured Party otherwise receives Collateral, that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns (solely, and not jointly with any other Person, unless any such other Person has executed this Agreement) and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will so own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person Person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with in respect to of Collateral held through it) with Control with respect to any such Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lienLien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United StatesColumbia; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is securities are issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, Columbia and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest Security Interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior LienLien other than the Security Interests. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a102(a)(49) of the UCC), (AA)(1) if such investment property consists of certificated Shares or other certificated securities, the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian Secured Party in accordance with Section 5(c)(i5(b)(i), (B2) the registration of any if such investment property consisting consists of uncertificated security entitlements in respect of Shares or other securities in held through a securities intermediary, the name delivery of the Custodian such Shares or its nominee other securities to Secured Party in accordance with Section 5(c)(ii5(b)(ii) or (C3) the crediting of any securities or other financial assets underlying any if such investment property consisting consists of security entitlements uncertificated Shares or other uncertificated securities, the delivery of such investment property to a securities account of the Custodian Secured Party in accordance with Section 5(c)(iii5(b)(iii) and, and (B) in each case, the crediting of such securities or investment property to the Collateral Account, (ii) in the case of Collateral consisting of cash, the crediting of such cash as a financial assets asset to the Collateral Account in accordance with Section 5(b)(iv), or (iiiii) in the case of Collateral not consisting of investment propertyproperty or cash, the filing of a UCC-1 financing statements statement in the form of Exhibit B A hereto against Pledgor in the appropriate filing offices office in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretothe location listed on Schedule 1, Secured Party will have have, in each case, a valid and perfected security interest Security Interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment propertydescribed in clauses (i) and (ii) hereof ) Control, subject to no prior LienLien other than the Security Interests.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or the Transaction Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than except for the filing of UCC-1 a UCC financing statements statement in the form of Exhibit B A hereto in the appropriate filing offices office against Pledgor in each jurisdiction identified the location listed on Schedule 1 hereto with respect to any Collateral in Parts 4 and 5 of Exhibit C heretowhich a security interest may not be perfected by Control under the UCC.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization set forth in address specified on the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such Locationsignature page hereof.
(h) There is not pending or, to Pledgor’s knowledge, threatened against Pledgor has delivered any action, suit or proceeding before any court, tribunal, governmental body, agency or official or any arbitrator that could be reasonably expected to Secured Party a perfection certificate substantially in affect the form attached as Exhibit C heretolegality, completed and supplemented with the schedules and attachments contemplated thereby validity or enforceability against Pledgor of this Agreement or Pledgor’s ability to the satisfaction of Secured Party, and signed by an Authorized Officer of perform Pledgor’s obligations under this Agreement.
Appears in 3 contracts
Sources: Pledge Agreement (Mas Jorge), Pledge Agreement (Mas Jose Ramon), Pledge Agreement (Mas Jose Ramon)
Representations and Warranties of Pledgor. On the date hereof and continuing at all times until termination of this Agreement (including on each date on which additional Collateral is pledged hereunder), Pledgor hereby represents and warrants to the Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) Pledgor acquired and made full payment for all Shares pledged hereunder (or in respect of which security entitlements are pledged hereunder) and owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions ); and (ii) Pledgor is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than the Pledgor, the Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to of Collateral held through it) with Control control (as defined in Section 8-106 of the UCC) with respect to any Collateral.;
(b) Other other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.;
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Shares at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets Shares are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's ’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States (other than in South Carolina or Rhode Island) or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's ’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed States (other than in South Carolina or Rhode Island), and, in any event subject to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws control (as defined in the UCC) of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.Party;
(d) Upon upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities Shares to the Custodian Secured Party in accordance with Section 5(c)(i), (B6(b)(A) or the registration of any such investment property consisting of uncertificated securities Shares in the name of the Custodian Secured Party or its nominee in accordance with Section 5(c)(ii) 6(b)(B), the Secured Party, a valid and, as long as the Secured Party retains possession of such certificates or such uncertificated Shares remains so registered, perfected security interest therein, in respect of which the Secured Party will have control, subject to no other Lien and (Cii) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements Shares to a securities segregated account of the Custodian Secured Party in accordance with Section 5(c)(iii) and, in each case6(b)(C), the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have have, a valid and and, so long as such Shares continue to be credited to the account of the Secured Party, perfected security interest in such Collaterala security entitlement in respect thereof, in respect of which the Secured Party will have (in the case of Collateral consisting of investment property) Controlcontrol, subject to no prior other Lien.;
(e) No no registration, recordation or filing with any governmental body, agency or official Person is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.;
(f) the execution, delivery and performance by the Pledgor of this Agreement have been duly authorized by all necessary action on the part of the Pledgor and do not and will not violate, contravene or constitute a default under any provision of applicable law or regulation or of the constitutive documents of the Pledgor or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Pledgor;
(g) this Agreement constitutes a valid and legally binding agreement of the Pledgor enforceable against the Pledgor in accordance with its terms;
(h) Pledgor has not performed and will not perform any acts that might prevent Secured Party the Collateral Agent from enforcing any of the terms of this Agreement or that might limit Secured Party the Collateral Agent in any such enforcement.; and
(gi) The the Location of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such LocationSection 10(c).
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 2 contracts
Sources: Pledge Agreement (Goldfield International Investments Ltd.), Pledge Agreement (Sino Gas International Holdings, Inc.)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(ai) Pledgor's holding period All Collateral Shares were acquired (calculated as such term is used in accordance with Rule 144(d144 under the Securities Act) or deemed to be acquired for purposes of Rule 144 by Pledgor from the Issuer or an affiliate thereof, for which Pledgor made or is deemed to have made payment of the full purchase price therefor, within the meaning of Rule 144(d)(1)(iii) under the Securities Act) with respect , and on which Pledgor took full risk of economic loss or was deemed to take such risk, at least one year prior to the Initial Pledged Items date hereof and the “holding period” of Pledgor for such Collateral Shares, determined in accordance with Rule 144 under the Securities Act, commenced on or before May 23, 2000, and is deemed to have commenced at least one year prior to the date hereof. Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement (subject to any Rehypothecation pursuant to this Agreement), will own the such Collateral free and clear of any Liens (other than the Security InterestsInterests and the Permitted Liens) or Transfer Restrictions and (other than any Existing Transfer Restrictions), (ii) Pledgor is not and will not become a party to or otherwise bound by any agreement, other than this Agreement and the Transaction Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom which any Collateral is held (but, in the case of any such securities intermediary, only with in respect to of Collateral held through it) with Control with respect to any such Collateral; and (iii) Pledgor will not take any action that could in any way limit or adversely affect the ability of Secured Party to realize upon its rights in the Collateral.
(b) Other than financing statements listed in Schedule I or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase PriceInterests [listed in Schedule II], no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Shares at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets Shares are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's ’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's ’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior LienLien (other than Permitted Liens). The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a102(a)(49) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities Shares to the Custodian Secured Party in accordance with Section 5(c)(i5(c)(A), (B) the registration of any such investment property consisting of uncertificated securities Shares in the name of the Custodian Secured Party or its nominee in accordance with Section 5(c)(ii) 5(c)(B), or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and5(c)(C), and in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices of the appropriate jurisdictions, in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, case Secured Party will have a valid and perfected security interest in such CollateralCollateral or a security entitlement in respect thereof, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior LienLien (other than Permitted Liens).
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or the Transaction Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not knowingly performed and will not knowingly perform any acts intended to, or that might reasonably be expected to, prevent Secured Party from enforcing any of the terms of this Agreement or that are intended to, or that might reasonably be expected to, limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit CSection 9(d), and under the Uniform Commercial Code or other applicable law as in effect in such Location, no local filing is required to perfect a security interest in collateral consisting of general intangibles. ▇▇▇▇▇▇▇’s full legal name, as set forth in its organizational documents if an entity, or as set forth in Pledgor’s driver’s license if a natural person, is as typed on the signature pages hereof.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 2 contracts
Sources: Pledge Agreement (Greenlight Capital Inc), Pledge Agreement (Greenlight Capital Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) 115 of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit CSection 8(c), and under the Uniform Commercial Code as in effect in such Location.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 2 contracts
Sources: Pledge Agreement (Mafco Holdings Inc), Pledge Agreement (Mafco Holdings Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Collateral Agent and Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) acquired and made full payment for all shares of Common Stock pledged hereunder (or in respect of which security entitlements are pledged hereunder) on or before ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions (other than the Existing Transfer Restrictions) and (iiiii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, the Collateral Agent, Secured Party or any securities intermediary through whom any Collateral is held (including the Securities Intermediary) (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control control (as defined in Section 8-106 of the UCC) with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind Lien on such Collateral.
(c) All Collateral consisting shares of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Common Stock at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets shares of Common Stock are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's ’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's ’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities Common Stock to the Custodian Collateral Agent in accordance with Section 5(c)(i8(c)(A), (Bii) or in the case of uncertificated Common Stock, registration of any such investment property consisting of uncertificated securities Common Stock in the name of the Custodian Securities Intermediary or its nominee in accordance with Section 5(c)(ii8(c)(B) or (Ciii) the crediting of any securities or other financial assets underlying any such investment property consisting Common Stock in respect of which the Pledgor has a security entitlements entitlement to a securities account of maintained by the Custodian Securities Intermediary at another securities intermediary in accordance with Section 5(c)(iii8(c)(C) and, and in each case, case the crediting of any such securities or financial assets Common Stock to the Collateral Securities Account or (ii) in the case of Collateral not consisting of investment propertyaccordance with Section 8(c)(C), the filing Collateral Agent will have, for the benefit of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretoSecured Party, Secured Party will have a valid and, so long as the Securities Intermediary retains possession of such certificates or such uncertificated Common Stock remains so registered and such Common Stock continues to be credited to the Securities Account, perfected security interest in such Collaterala securities entitlement in respect thereof, in respect of which Secured Party the Collateral Agent will have (in the case of Collateral consisting of investment property) Control, control subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party the Collateral Agent from enforcing any of the terms of this Agreement or that might limit Secured Party the Collateral Agent in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit CSection 13(d), and under the Uniform Commercial Code as in effect in such Location, no local filing is required to perfect a security interest in collateral consisting of general intangibles.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 2 contracts
Sources: Pledge Agreement, Pledge Agreement (Goad Douglass C)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with the manner provided in Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items Eligible Collateral delivered in accordance with Section 1(b) commenced on or before May 23, 2000at least one year prior to the date of the Term Sheet, and Pledgor (i) owns owns, and, except with respect to Collateral rehypothecated pursuant to Section 5(i), ) at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such Location.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.agree
Appears in 2 contracts
Sources: Pledge Agreement (Zwan Bryan J), Pledge Agreement (Zwan Bryan J)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with the manner provided in Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items Eligible Collateral delivered in accordance with Section 1(b) commenced on or before May 23, 2000at least one year prior to the date of the Term Sheet, and Pledgor (i) owns owns, and, except with respect to Collateral rehypothecated pursuant to Section 5(i), ) at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such Location.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.is
Appears in 2 contracts
Sources: Pledge Agreement (Zwan Bryan J), Pledge Agreement (Zwan Bryan J)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 Part 1 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 Part 1 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such Location.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 2 contracts
Sources: Pledge Agreement (Mafco Holdings Inc), Pledge Agreement (Mafco Holdings Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party thatas follows, as of the date hereof and the date of each Advance:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000The Interests have been duly authorized and validly issued, and Pledgor are fully paid and non-assessable.
(ib) owns andOn the Transaction Closing Date, except with respect to the Interests constituting Pledged Collateral rehypothecated pursuant to Section 5(i), at will equal no less than twenty-two and six-tenths percent (22.6%) of all times prior to the release of the Collateral pursuant to issued and outstanding common stock of the terms Company. There is no preferred stock of this Agreementthe Company issued or outstanding.
(c) Pledgor is the sole legal, will own record and beneficial owner of the Collateral Pledged Collateral, free and clear of any Liens Lien, option or other interest (including, without limitation, any contract or other agreement to sell or otherwise transfer), other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments escrow agent with respect to the Security Interests, after delivery of shares arising under the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such CollateralWarrant Escrow Agreement.
(cd) All Collateral consisting This Agreement (along with any financing statements filed with the Recorder of securities and all financial assets underlying Collateral consisting Deeds of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) acknowledgement of the UCCCompany with respect to the pledge of the Pledged Collateral hereunder) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed effective to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbiacreate, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain pledge of the Pledged Collateral hereunder creates, a legal, valid and continuously enforceable first priority perfected Lien on the Pledged Collateral, and the Pledged Collateral is not subject to any other Lien or security interest or to any agreement purporting to grant to any third party a security interest in such Collateral, in respect the property or assets of Pledgor which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith would include any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) all of the UCC), (A) the delivery of certificates evidencing any Pledged Collateral. All action necessary to perfect such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior LienLiens has been duly taken.
(e) No registrationsecurity agreements or any other Lien instruments have been executed and delivered, recordation and no financing statements or any other notice of any Lien have been filed in any jurisdiction, granting or purporting to grant a security interest in or creating a Lien on any or all of the Pledged Collateral to any party other than Secured Party.
(f) [Intentionally Omitted]
(g) Other than delivery by the Borrower to the Lender of a completed and executed Federal Reserve Form U-1 demonstrating compliance of the Advance with Regulation U of the Board of Governors of the Federal Reserve System, no consent, authorization, approval, or other action by, and no notice to or filing with with, any governmental bodyGovernmental Authority is required either (i) for the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement or for the due execution, agency delivery or official is performance of this Agreement by Pledgor, or (ii) for the exercise by Secured Party of the rights provided for in this Agreement or of the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement disposition of the Security Interests, other than Pledged Collateral by laws affecting the filing offering and sale of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 securities generally and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any under Article 9 of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such LocationUCC.
(h) There is no action, suit or proceeding pending, or to the knowledge of Pledgor, threatened, before any court or governmental or administrative body or agency which may reasonably be expected to result in a material adverse change in the assets or properties or in the condition, financial or otherwise, of Pledgor, or impair the ability of Pledgor to perform his obligations under this Agreement, or any guaranties to which Pledgor has become obligated in favor of the Secured Party. Pledgor is not in default with respect to any judgment, writ, injunction, decree, rule or regulation of any court or any governmental or administrative body or agency.
(i) Pledgor has cooperated with the Secured Party to assure the filing in the appropriate office of a UCC-1 financing statement covering the Pledged Collateral.
(j) Pledgor is a citizen of the United Kingdom and resides at 51 Baume Trocade, St. Jean, 83600 Frejus, France. Pledgor maintains his ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ______________________.
(k) Except as identified on Schedule I hereto and delivered in pledge to Secured Party hereunder, the Company has not issued any certificates evidencing the Interests.
(l) Pledgor has never changed his name or been known by any other names.
(m) The Company has the requisite power and authority and legal right to enter into the Acknowledgment to this Agreement and the other Loan Documents and to perform all of its obligations hereunder and thereunder, and the execution and delivery of the Loan Documents (including the Acknowledgment to this Agreement) by the Company (i) have been duly authorized by all necessary action, (ii) do not and will not require any further action, consent, or approval of any Governmental Authority or Person, (iii) do not and will not violate any provisions of law, rule, regulation, order, writ, judgment, or determination, or the Company's organizational documents, and (iv) do not and will not result in any breach of or constitute a perfection certificate substantially default under any agreement, document, or instrument to which the Company or its assets are bound. The Loan Documents have been duly executed and delivered by the Company and are the legal, valid, and binding obligations of the Company, enforceable against it in accordance with their terms. There is no material action, proceeding, or claim nor any basis for the foregoing against or affecting the Company or its properties or rights, and the Company is in compliance with all laws, rules, and ordinances.
(n) The statements contained in the form attached as Exhibit C hereto, completed recitals to this Agreement are true and supplemented with the schedules accurate and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgornot misleading in any way.
Appears in 1 contract
Sources: Pledge and Security Agreement (Oak Finance Investments LTD)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Collateral Agent and Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) acquired all of the Eligible Collateral delivered pursuant to Section 1(b) on August 3, 1998, owns and, except with respect subject to the Collateral rehypothecated Agent's right to rehypothecate Collateral pursuant to Section 5(i6(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions (other than the Existing Transfer Restrictions) and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.the
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting shares of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Common Stock at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets shares of Common Stock are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon Subject to the Collateral Agent's right to rehypothecate Collateral pursuant to Section 6(i), upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities Common Stock to the Custodian Collateral Agent in accordance with Section 5(c)(i), (B6(c)(A) or the registration of any such investment property consisting of uncertificated securities Common Stock in the name of the Custodian Collateral Agent or its nominee in accordance with Section 5(c)(ii) 6(c)(B), the Collateral Agent will have, for the benefit of Secured Party, a valid and, as long as the Collateral Agent retains possession of such certificates or such uncertificated Common Stock remains so registered, perfected security interest therein, in respect of which the Collateral Agent will have control, subject to no prior Lien and (Cii) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements Common Stock to a securities account of the Custodian Collateral Agent in accordance with Section 5(c)(iii) 6(c)(C), the Collateral Agent will have, for the benefit of Secured Party, a valid and, in each case, the crediting of so long as such securities or financial assets Common Stock continues to be credited to the account of the Collateral Account or (ii) in Agent with the case of Collateral not consisting of investment propertyapplicable securities intermediary, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collaterala securities entitlement in respect thereof, in respect of which Secured Party the Collateral Agent will have (in the case of Collateral consisting of investment property) Control, control subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has and Parent have not performed and will not perform any acts that might prevent Secured Party the Collateral Agent from enforcing any of the terms of this Agreement or that might limit Secured Party the Collateral Agent in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such Location.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents represents, warrants and warrants covenants to Secured Party that:on the date hereof, on each Trade Date (as defined in the related Forward Confirmation) and on each date on which Pledgor delivers or Secured Party otherwise receives Collateral that (unless another date or dates are specified below):
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) solely (and not jointly with any other Person) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Pledge Agreement, will solely (and not jointly with any other Person) own the Collateral free and clear of any Liens (other than the Security Interests) or or, in the case of Shares, any Transfer Restrictions and (other than any Existing Transfer Restrictions), (ii) is not and will not become a party to or otherwise be bound by any agreement, other than the Transaction Documents and this Agreement, Pledge Agreement that (x) restricts in any manner the rights of any present or future owner of the Collateral with in respect thereto thereof (other than the Existing Transfer Restrictions) or (y) provides any person Person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, but in the case of any such securities intermediary, intermediary only with in respect to of Collateral held through it) with Control with respect to any Collateral and (iii) except as identified in the applicable Transaction Documents, there are no restrictive legends on the certificate or certificates evidencing the Shares constituting Collateral. This Pledge Agreement constitutes a bona fide pledge.
(b) Other than financing statements This Pledge Agreement has been duly executed and delivered by Pledgor and constitutes the legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no at law).
(c) No financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lienLien, security interest or other encumbrance of any kind on such Collateral, other than a financing statement in favor of Secured Party.
(cd) All Collateral consisting of Any Shares and any securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located held in the United States) and registered in Collateral Account with the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United StatesCustodian; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is securities are issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, or by the United States of America, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest Security Interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(de) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a102(a)(49) of the UCC), (A) A the delivery of certificates evidencing any such investment property consisting of certificated Shares or other securities to the Custodian Secured Party in accordance with Section 5(c)(i5(a), and (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets investment property to the Collateral Account Account, or (iiiii) in the case of Collateral not consisting of investment propertyCash, the filing crediting of UCC-1 financing statements such Cash to the Collateral Account in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretoaccordance with Section 5(b), Secured Party will have have, in each case, a valid and perfected security interest Security Interest in such CollateralCollateral (and additionally, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) property or Cash, Control), subject to no prior Lien.
(ef) No On each Trade Date (as defined in the related Forward Confirmation) and, subject to Section 4(a), on each date thereafter on which Pledgor delivers or Secured Party otherwise receives Collateral, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Pledge Agreement (other than as may be required under Section 13(d) or 16 of the Exchange Act) or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit Ca corporation for U.S. federal income tax purposes, and under the Uniform Commercial Code as in effect in such Locationit is a U.S. person for U.S. federal income tax purposes.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with the manner provided in Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items Eligible Collateral delivered in accordance with Section 1(b) commenced on or before May 23, 2000at least one year prior to the date of the Term Sheet, and Pledgor (i) owns owns, and, except with respect to Collateral rehypothecated pursuant to Section 5(i), ) at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of 8 Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) 115 of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices specified in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices specified in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit CSection 8(c), and under the Uniform Commercial Code as in effect in such Location, no local filing is required to perfect a security interest in collateral consisting of general intangibles.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer the General Partner of Pledgor.
Appears in 1 contract
Sources: Pledge Agreement (Zwan Bryan J)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party warrants, as continuing representations and warranties so long as the Guaranty, the Credit Agreement or any of the other Loan Documents remain in effect and thereafter until the payment in full of all Indebtedness, that:
(a) A. The individual signatory hereto has authority to execute and deliver this Stock Pledge on behalf of Pledgor's holding period (calculated .
B. No financing statement covering the Collateral, or any part thereof, has been filed with any filing officer other than in accordance with Rule 144(d) under favor of Secured Party.
C. No other agreement, pledge or assignment covering the Securities Act) with respect to the Initial Pledged Items commenced on Collateral, or before May 23any part thereof, 2000has been made and no security interest, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) one created hereby or Transfer Restrictions pursuant to pledges and (ii) is not and will not become a party to security agreements previously made in favor of Secured Party on behalf of the Banks, has attached or otherwise bound by any agreement, other than this Agreement, that (x) restricts been perfected in the Collateral or in any manner the rights part thereof.
D. No material dispute, right of any present setoff, counterclaim or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control defenses exist with respect to any part of the Collateral.
(b) Other than financing E. All information supplied and statements made in any financial or credit statements or other similar or equivalent documents or instruments with respect application for credit prior to the Security Interests, after delivery execution of this Stock Pledge are true and correct as of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering date hereof in all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateralmaterial respects.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such F. The Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i1) in the case of Collateral consisting of investment property each Domestic Subsidiary, constitutes all the issued and outstanding capital stock (as defined in Section 9-102(aor other ownership interests) of each of the UCC)Domestic Subsidiaries, (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii2) in the case of each Foreign Subsidiary, constitutes no more than 65% of the issued and outstanding capital stock (or other ownership interests) of each of the Foreign Subsidiaries, (3) have been duly authorized and issued to Pledgor, (3) is fully paid and non-assessable, (4) is freely and validly assignable by Pledgor, and (5) is not subject to any option, warrant right to call or commitment of any kind or nature.
G. At the time Secured Party's security interest attaches to any of the Collateral not consisting or its proceeds, Pledgor will be the lawful owner with the right to transfer any interest therein, and that Pledgor will make such further assurances as to prove its title to the Collateral as may be reasonably required and will defend the Collateral and its proceeds against the lawful claims and demands of investment property, the filing all persons whomsoever. The delivery at any time by Pledgor to Secured Party of UCC-1 Collateral or financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 covering Collateral shall constitute a representation and 5 of Exhibit C heretowarranty by Pledgor under this Stock Pledge that, Secured Party will have a valid and perfected security interest in with respect to such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Controland each item thereof, subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official Pledgor is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement owner of the Security Interests, other than Collateral and the filing of UCC-1 financing statements matters heretofore warranted in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 this paragraph are true and 5 of Exhibit C heretocorrect.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such Location.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Collateral Agent and Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(cb) All Collateral consisting shares of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Common Stock at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets shares of Common Stock are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(di) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities Common Stock to the Custodian Collateral Agent in accordance with Section 5(c)(i), (B6(c)(A) or the registration of any such investment property consisting of uncertificated securities Common Stock in the name of the Custodian Collateral Agent or its nominee in accordance with Section 5(c)(ii6(c)(B), the Collateral Agent will have, for the benefit of Secured Party, a valid and, as long as the Collateral Agent retains possession of such certificates or such uncertificated Common Stock remains so registered, perfected security interest therein, in respect of which the Collateral Agent will have control, subject to no prior Lien and (ii) or (C) upon the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements Common Stock to a securities account of the Custodian Collateral Agent in accordance with Section 5(c)(iii) 6(c)(C), the Collateral Agent will have, for the benefit of Secured Party, a valid and, in each case, the crediting of so long as such securities or financial assets Common Stock continues to be credited to the account of the Collateral Account or (ii) in Agent with the case of Collateral not consisting of investment propertyapplicable securities intermediary, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collaterala securities entitlement in respect thereof, in respect of which Secured Party the Collateral Agent will have (in the case of Collateral consisting of investment property) Control, control subject to no prior Lien.
(ed) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or any Transaction Confirmation or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(fe) Pledgor has not performed and will not perform any acts that might prevent Secured Party the Collateral Agent from enforcing any of the terms of this Agreement or that might limit Secured Party the Collateral Agent in any such enforcement.
(gf) The Location of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit CSection 10(d), and under the Uniform Commercial Code as in effect in such Location, no local filing is required to perfect a security interest in collateral consisting of general intangibles.
(hg) Pledgor has delivered to Secured Party Any shares of Common Stock pledged hereunder were acquired by the Seller in a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.transaction
Appears in 1 contract
Sources: Master Stock Purchase Agreement (Advanced Fibre Communications Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), acquired and made full payment for all Notes at all times least two years prior to the release of the Collateral pursuant to the terms of this AgreementTrade Date, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this the Transaction Agreement, the Note Purchase Agreement and the Shareholders Agreement that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any such Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lienLien, security interest or other encumbrance of any kind on such Collateral.
(cA) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of Pledgor has the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through power to grant a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateraland Lien on all Collateral it transfers to the Secured Party and has taken all necessary actions to authorize the granting of that security interest and Lien; (B) Pledgor is the sole owner of all Collateral it transfers to the Secured Party hereunder, in respect free and clear of which any Lien other than the security interest and Lien granted under Section 2; (C) any proceeds of Collateral will be free and clear of any Lien or claim created by or granted by Pledgor other than the security interest and Lien granted under Section 2; (D) upon the transfer of any Collateral to the Secured Party under the terms of this Agreement, the Secured Party will have Controla valid and perfected first priority security interest therein; and (E) the performance by Pledgor of its obligations under this Agreement will not result in the creation of any security interest, subject to no prior Lien. The parties hereto agree to negotiate in good faith Lien or other encumbrance on any such procedures or amendmentsCollateral other than the security interest and Lien granted under Section 2.
(d) Upon (i) in delivery of the case of Collateral consisting of investment property (Notes to Secured Party and Custodian as defined provided in Section 9-102(a) of the UCC5(c), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) ControlNotes, subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official official, other than such as have been made, is required in connection with the execution and delivery of this Agreement or the Transaction Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform take any acts action, alone or together with others, that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party would result in any such enforcementTransfer and Exercise Restrictions.
(g) The Location of Collateral transferred by Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such Location.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed hereunder is free of any Transfer and supplemented with the schedules Exercise Restrictions other than any Existing Transfer and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of PledgorExercise Restrictions.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Pledge Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions (other than any Existing Transfer Restrictions) and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Pledge Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, but in the case of any such securities intermediary, intermediary only with in respect to of Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lienLien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Shares at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer Issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets Shares are and will be located in the United States) ), and unless registered in the name of the Secured Party, registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer Issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(di) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities Shares to the Custodian Secured Party in accordance with Section 5(c)(i), 5(c) (BA) or the registration of any such investment property consisting of uncertificated securities Shares in the name of the Custodian Secured Party or its nominee in accordance with Section 5(c)(ii5(c) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) B), and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretoAccount, Secured Party will have a valid and and, as long as Secured Party retains possession of such certificates or such uncertificated Shares remain so registered, perfected security interest in such Collateraltherein, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien and (ii) upon the crediting of any Shares to the Collateral Account, Secured Party will have a valid and, so long as such Shares continue to be credited to the Collateral Account, perfected security interest in a securities entitlement in respect thereof, in respect of which Secured Party will have Control subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Pledge Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Pledge Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction State of organization set forth in the perfection certificate attached hereto as Exhibit CDelaware, and under the Uniform Commercial Code as in effect in such Location.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented no filing other than with the schedules and attachments contemplated thereby Secretary of State of the State of Delaware is required to the satisfaction perfect a security interest in collateral consisting of Secured Party, and signed by an Authorized Officer of Pledgorgeneral intangibles.
Appears in 1 contract
Sources: Pledge Agreement (Welsh Carson Anderson Stowe Viii Lp)
Representations and Warranties of Pledgor. Pledgor hereby represents represents, warrants and warrants covenants to Secured Party on the date hereof, on the Trade Date and on each date on which Pledgor delivers or Secured Party otherwise receives Collateral that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Pledge Agreement, will own the Collateral free and clear of any Liens (other than the Security InterestsInterests and Permitted Liens) or Transfer Restrictions (other than any Securities Law Transfer Restrictions or the Voting Agreement Restriction or Investor Rights Agreement Restriction) and (ii) is not and will not become a party to or otherwise be bound by any agreement, other than this Pledge Agreement, the Account Control Agreement, and the Custodial Services Agreement that (x) restricts in any manner the rights rights, except as otherwise provided herein or therein or in the Voting Agreement or the Investor Rights Agreement, of any present or future owner (other than any future owner described in clause (y)) of the Collateral with in respect thereto or thereof, (y) restricts in any manner (1) the rights of Secured Party to the extent Secured Party becomes the owner of any Collateral pursuant to the terms of the Collar Transaction Documents or this Pledge Agreement, (2) the rights of any other Person to whom Secured Party transfers or causes the transfer of any Collateral pursuant to the terms of the Collar Transaction Documents or this Pledge Agreement, or (3) the rights of any subsequent transferee of any of the foregoing, or (z) provides any person Person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, but in the case of any such securities intermediary, intermediary only with in respect to of Collateral held through it) with Control with respect to any Collateral. There are no restrictive legends on the certificate or certificates evidencing the Shares constituting Collateral.
(b) This Pledge Agreement has been duly executed and delivered by Pledgor and constitutes the legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.
(A) The transactions contemplated by the Collar Transaction Documents and this Pledge Agreement is a “Hedging Transaction” (as defined in the Voting Agreement) in respect of Shares and (B) assuming Secured Party is a “Financial Institution” (as defined in the Voting Agreement), (x) Secured Party is a “Hedging Counterparty” (as defined in the Voting Agreement) in connection with such Hedging Transaction, and (y) neither the entry into or performance of the Collar Transaction Documents and this Pledge Agreement nor any (a) payment or settlement, (b) granting of any lien, pledge, security interest or other encumbrance in or on the Shares to Secured Party, (c) rehypothecation of any Shares by Secured Party, or (d) transfer to, by or at the request of Secured Party in connection with an exercise of remedies by Secured Party, in each case pursuant to the Collar Transaction Documents and this Pledge Agreement, shall constitute a “Transfer” within the meaning of the Voting Agreement.
(ii) (A) The transactions contemplated by the Collar Transaction Documents and this Pledge Agreement is a “Hedging Transaction” (as defined in the Investor Rights Agreement) in respect of Shares and (B) assuming Secured Party is a “Financial Institution” (as defined in the Investor Rights Agreement), (x) Secured Party is a “Hedging Counterparty” (as defined in the Investor Rights Agreement) in connection with such Hedging Transaction, and (y) neither the entry into or performance of the Collar Transaction Documents and this Pledge Agreement nor any (a) payment or settlement (including, following the first anniversary of the date of the Investor Rights Agreement, physical settlement), (b) granting of any lien, pledge, security interest or other encumbrance in or on the Shares to Secured Party, (c) rehypothecation of any Shares by Secured Party, or (d) transfer to, by or at the request of Secured Party in connection with an exercise of remedies by Secured Party, in each case pursuant to the Collar Transaction Documents and this Pledge Agreement, shall constitute a “Transfer” within the meaning of the Investor Rights Agreement.
(d) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lienLien, security interest or other encumbrance of any kind on such Collateral.
(ce) All None of Pledgor’s execution, delivery or performance of this Pledge Agreement, the Collar Transaction Documents, or Secured Party’s exercise of any of its rights and remedies with respect to this Pledge Agreement or the Collar Transaction Documents, (i) will violate or conflict with the terms of Pledgor’s organizational documents, (ii) will in any material respect violate or conflict with any agreement made by or applicable to Pledgor or (iii) will in any material respect violate or conflict with any law, rule, provision, policy or order applicable to Pledgor or the Collateral consisting (subject to compliance with any applicable federal or state securities or “blue sky” laws in connection with any disposition of Collateral pursuant to the exercise of default remedies).
(f) Any securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or thereof, the District of Columbia or Canada and (i) certificated (and the certificate or certificates in respect of such securities or financial assets Collateral are and will be located in the United States) and (A) registered in the name of Pledgor Pledgor, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance reasonably satisfactory to the Custodian and Secured Party, or (B) held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor Custodian or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided provided, that this representation shall not be deemed to be breached if, at any time, any such Collateral is securities are issued by an issuer that is not organized under the laws of Canada or the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest Security Interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior LienLien other than Permitted Liens. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(dg) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a102(a)(49) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated Shares or other securities registered in the name of Pledgor to the Custodian Secured Party in accordance with Section 5(c)(i5(a)(i), (B) or the registration delivery of any such investment property consisting of uncertificated Shares or other securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii5(a)(ii) or 5(a)(iii), as applicable, and (CB) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets investment property to the Collateral Account or Account, (ii) in the case of Collateral not consisting of investment propertyproperty (as defined in Section 9-102(a)(49) of the UCC) or Cash, the filing of a UCC-1 financing statements statement with an appropriate filing office, or (iii) in the form case of Exhibit B hereto Cash, the crediting of such Cash to the Collateral Account in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretoaccordance with Section 5(b), Secured Party will have have, in each case, a valid and perfected security interest Security Interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior LienLien other than Permitted Liens.
(eh) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Pledge Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(fi) Pledgor has not performed and will not perform any acts acts, other than those expressly permitted by the Collar Transaction Documents, that might prevent Secured Party from enforcing any of the terms of this Pledge Agreement or that might limit Secured Party in any such enforcement.
(gj) The Location There is not pending or, to Pledgor’s knowledge, threatened against Pledgor, any action, suit or proceeding before any court, tribunal, governmental body, agency or official or any arbitrator that could be reasonably expected to affect the legality, validity or enforceability against Pledgor of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and this Pledge Agreement or Pledgor’s ability to perform Pledgor’s obligations under the Uniform Commercial Code as in effect in such Locationthis Pledge Agreement.
(hk) Pledgor has delivered is a limited liability company organized solely under the laws of the England and Wales.
(l) No local filing is required to Secured Party a perfection certificate substantially perfect any Security Interest in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of PledgorCollateral.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party Party, which representations shall be deemed repeated on each date Pledgor delivers Pledged Shares as Collateral hereunder, that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Pledge Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions (other than any Existing Transfer Restrictions) and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Pledge Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, but in the case of any such securities intermediary, intermediary only with in respect to of Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lienLien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 a UCC financing statements statement naming the Pledgor as "debtor" and the Secured Party as "secured party" and describing the Collateral in the form office of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 Secretary of Exhibit C heretoState of the State of Delaware, Secured Party will have a valid valid, enforceable and perfected security interest in such Collateral, in respect of which Secured Party will have (Security Interest in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(ed) No Subject to Section 4(a), no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Pledge Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(fe) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Pledge Agreement or that might limit Secured Party in any such enforcement.
(gf) The Location of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such LocationDelaware.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Sources: Pledge Agreement (Macquarie Infrastructure Management (USA) INC)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), and at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the such Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions (other than any Existing Transfer Restrictions) and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with in respect to of Collateral held through it) with Control with respect to any such Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting shares of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Common Stock at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or thereof, the District of Columbia or Canada and (i) certificated (and the certificate or certificates in respect of such securities or financial assets shares of Common Stock are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or thereof, the District of ColumbiaColumbia or Canada, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(di) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities Common Stock to the Custodian Secured Party in accordance with Section 5(c)(i), (B5(c)(A) or the registration of any such investment property consisting of uncertificated securities Common Stock in the name of the Custodian Secured Party or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) 5(c)(B), and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretoAccount, Secured Party will have a valid and and, as long as Secured Party retains possession of such certificates or such uncertificated Common Stock remains so registered, perfected security interest in such Collateraltherein, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien and (ii) upon the crediting of any Common Stock to the Collateral Account, Secured Party will have a valid and, so long as such Common Stock continues to be credited to the Collateral Account, perfected security interest in a securities entitlement in respect thereof, in respect of which Secured Party will have Control subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit CSection 8(e), and under the Uniform Commercial Code as in effect in such Location, no local filing is required to perfect a security interest in collateral consisting of general intangibles.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Sources: Pledge Agreement (Fairfax Financial Holdings LTD/ Can)
Representations and Warranties of Pledgor. Pledgor hereby represents represents, warrants and warrants covenants to Secured Party on the date hereof, on the Trade Date and on each date on which Pledgor delivers or Secured Party otherwise receives Collateral that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Pledge Agreement, will own the Collateral free and clear of any Liens (other than the Security InterestsInterests and Permitted Liens) or Transfer Restrictions (other than any Securities Law Transfer Restrictions or the Voting Agreement Restriction or Investor Rights Agreement Restriction) and (ii) is not and will not become a party to or otherwise be bound by any agreement, other than this Pledge Agreement, the Account Control Agreement, and the Custodial Services Agreement that (x) restricts in any manner the rights rights, except as otherwise provided herein or therein or in the Voting Agreement or the Investor Rights Agreement, of any present or future owner (other than any future owner described in clause (y)) of the Collateral with in respect thereto or thereof, (y) restricts in any manner (1) the rights of Secured Party to the extent Secured Party becomes the owner of any Collateral pursuant to the terms of the PPV Transaction Documents or this Pledge Agreement, (2) the rights of any other Person to whom Secured Party transfers or causes the transfer of any Collateral pursuant to the terms of the PPV Transaction Documents or this Pledge Agreement, or (3) the rights of any subsequent transferee of any of the foregoing, or (z) provides any person Person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, but in the case of any such securities intermediary, intermediary only with in respect to of Collateral held through it) with Control with respect to any Collateral. There are no restrictive legends on the certificate or certificates evidencing the Shares constituting Collateral.
(b) This Pledge Agreement has been duly executed and delivered by Pledgor and constitutes the legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.
(A) The transactions contemplated by the PPV Transaction Documents and this Pledge Agreement is a “Hedging Transaction” (as defined in the Voting Agreement) in respect of Shares and (B) assuming Secured Party is a “Financial Institution” (as defined in the Voting Agreement), (x) Secured Party is a “Hedging Counterparty” (as defined in the Voting Agreement) in connection with such Hedging Transaction, and (y) neither the entry into or performance of the PPV Transaction Documents and this Pledge Agreement nor any (a) payment or settlement, (b) granting of any lien, pledge, security interest or other encumbrance in or on the Shares to Secured Party, (c) rehypothecation of any Shares by Secured Party, or (d) transfer to, by or at the request of Secured Party in connection with an exercise of remedies by Secured Party, in each case pursuant to the PPV Transaction Documents and this Pledge Agreement, shall constitute a “Transfer” within the meaning of the Voting Agreement.
(ii) (A) The transactions contemplated by the PPV Transaction Documents and this Pledge Agreement is a “Hedging Transaction” (as defined in the Investor Rights Agreement) in respect of Shares and (B) assuming Secured Party is a “Financial Institution” (as defined in the Investor Rights Agreement), (x) Secured Party is a “Hedging Counterparty” (as defined in the Investor Rights Agreement) in connection with such Hedging Transaction, and (y) neither the entry into or performance of the PPV Transaction Documents and this Pledge Agreement nor any (a) payment or settlement (including, following the first anniversary of the date of the Investor Rights Agreement, physical settlement), (b) granting of any lien, pledge, security interest or other encumbrance in or on the Shares to Secured Party, (c) rehypothecation of any Shares by Secured Party, or (d) transfer to, by or at the request of Secured Party in connection with an exercise of remedies by Secured Party, in each case pursuant to the PPV Transaction Documents and this Pledge Agreement, shall constitute a “Transfer” within the meaning of the Investor Rights Agreement.
(d) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lienLien, security interest or other encumbrance of any kind on such Collateral.
(ce) All None of Pledgor’s execution, delivery or performance of this Pledge Agreement, the PPV Transaction Documents, or Secured Party’s exercise of any of its rights and remedies with respect to this Pledge Agreement or the PPV Transaction Documents, (i) will violate or conflict with the terms of Pledgor’s organizational documents, (ii) will in any material respect violate or conflict with any agreement made by or applicable to Pledgor or (iii) will in any material respect violate or conflict with any law, rule, provision, policy or order applicable to Pledgor or the Collateral consisting (subject to compliance with any applicable federal or state securities or “blue sky” laws in connection with any disposition of Collateral pursuant to the exercise of default remedies).
(f) Any securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or thereof, the District of Columbia or Canada and (i) certificated (and the certificate or certificates in respect of such securities or financial assets Collateral are and will be located in the United States) and (A) registered in the name of Pledgor Pledgor, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance reasonably satisfactory to the Custodian and Secured Party, or (B) held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor Custodian or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided provided, that this representation shall not be deemed to be breached if, at any time, any such Collateral is securities are issued by an issuer that is not organized under the laws of Canada or the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest Security Interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior LienLien other than Permitted Liens. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(dg) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a102(a)(49) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated Shares or other securities registered in the name of Pledgor to the Custodian Secured Party in accordance with Section 5(c)(i5(a)(i), (B) or the registration delivery of any such investment property consisting of uncertificated Shares or other securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii5(a)(ii) or 5(a)(iii), as applicable, and (CB) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets investment property to the Collateral Account or Account, (ii) in the case of Collateral not consisting of investment propertyproperty (as defined in Section 9-102(a)(49) of the UCC) or Cash, the filing of a UCC-1 financing statements statement with an appropriate filing office, or (iii) in the form case of Exhibit B hereto Cash, the crediting of such Cash to the Collateral Account in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretoaccordance with Section 5(b), Secured Party will have have, in each case, a valid and perfected security interest Security Interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior LienLien other than Permitted Liens.
(eh) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Pledge Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(fi) Pledgor has not performed and will not perform any acts acts, other than those expressly permitted by the PPV Transaction Documents, that might prevent Secured Party from enforcing any of the terms of this Pledge Agreement or that might limit Secured Party in any such enforcement.
(gj) The Location There is not pending or, to Pledgor’s knowledge, threatened against Pledgor, any action, suit or proceeding before any court, tribunal, governmental body, agency or official or any arbitrator that could be reasonably expected to affect the legality, validity or enforceability against Pledgor of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and this Pledge Agreement or Pledgor’s ability to perform Pledgor’s obligations under the Uniform Commercial Code as in effect in such Locationthis Pledge Agreement.
(hk) Pledgor has delivered is a limited liability company organized solely under the laws of the England and Wales.
(l) No local filing is required to Secured Party a perfection certificate substantially perfect any Security Interest in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of PledgorCollateral.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(cb) All Collateral consisting shares of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Common Stock at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets shares of Common Stock are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's ’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's ’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(di) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities Common Stock to the Custodian Secured Party in accordance with Section 5(c)(i), (B5(c)(A) or the registration of any such investment property consisting of uncertificated securities Common Stock in the name of the Custodian Secured Party or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) 5(c)(B), and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretoAccount, Secured Party will have a valid and and, as long as Secured Party retains possession of such certificates or such uncertificated Common Stock remains so registered, perfected security interest in such Collateraltherein, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien and (ii) upon the crediting of any Common Stock to the Collateral Account, Secured Party will have a valid and, so long as such Common Stock continues to be credited to the Collateral Account, perfected security interest in a securities entitlement in respect thereof, in respect of which Secured Party will have Control subject to no prior Lien.
(ed) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or any Transaction Confirmation or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(fe) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(gf) The Location of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit CSection 9(d), and under the Uniform Commercial Code as in effect in such Location, no local filing is required to perfect a security interest in collateral consisting of general intangibles.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian Secured Party in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian Secured Party or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian Secured Party in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of a UCC-1 financing statements statement in the form of Exhibit B hereto in the appropriate filing offices office in each jurisdiction identified in Parts 4 and 5 the Location of Exhibit C heretoPledgor, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of a UCC-1 financing statements statement in the form of Exhibit B hereto in the appropriate filing offices office in each jurisdiction identified in Parts 4 and 5 the Location of Exhibit C heretoPledgor.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such Location.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23September 11, 20001998, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such Location.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party, on the Trade Date and on each date thereafter on which Pledgor delivers or Secured Party otherwise receives Collateral, that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns (solely, and not jointly with any other Person, unless any such other Person has executed this Agreement) and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will so own the Collateral free and clear of any Liens (other than the Security InterestsInterests and Permitted Transfer Restrictions) or Transfer Restrictions (other than Permitted Transfer Restrictions) and (ii) is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto other than any Permitted Transfer Restrictions on the Collateral or (y) provides any person Person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with in respect to of Collateral held through it) with Control with respect to any such Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lienLien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United StatesColumbia; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is securities are issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, Columbia and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest Security Interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior LienLien other than the Security Interests. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a102(a)(49) of the UCC), (AA)(1) if such investment property consists of certificated Shares or other certificated securities, the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian Secured Party in accordance with Section 5(c)(i5(b)(i), (B2) the registration of any if such investment property consisting consists of uncertificated security entitlements in respect of Shares or other securities in held through a securities intermediary, the name delivery of the Custodian such Shares or its nominee other securities to Secured Party in accordance with Section 5(c)(ii5(b)(ii) or (C3) the crediting of any securities or other financial assets underlying any if such investment property consisting consists of security entitlements uncertificated Shares or other uncertificated securities, the delivery of such investment property to a securities account of the Custodian Secured Party in accordance with Section 5(c)(iii5(b)(iii) and, and (B) in each case, the crediting of such securities or investment property to the Collateral Account, (ii) in the case of Collateral consisting of cash, the crediting of such cash as a financial assets asset to the Collateral Account in accordance with Section 5(b)(iv), or (iiiii) in the case of Collateral not consisting of investment propertyproperty or cash, the filing of a UCC-1 financing statements statement in the form of Exhibit B A hereto against Pledgor in the appropriate filing offices office in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretothe location listed on Schedule 1, Secured Party will have have, in each case, a valid and perfected security interest Security Interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment propertydescribed in clauses (i) and (ii) hereof ) Control, subject to no prior LienLien other than the Security Interests and Permitted Transfer Restrictions.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or the Transaction Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than except for the filing of UCC-1 a UCC financing statements statement in the form of Exhibit B A hereto in the appropriate filing offices office against Pledgor in each jurisdiction identified the location listed on Schedule 1 hereto with respect to any Collateral in Parts 4 and 5 of Exhibit C heretowhich a security interest may not be perfected by Control under the UCC.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization set forth in address specified on the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such Locationsignature page hereof.
(h) There is not pending or, to ▇▇▇▇▇▇▇’s knowledge, threatened against Pledgor has delivered any action, suit or proceeding before any court, tribunal, governmental body, agency or official or any arbitrator that could be reasonably expected to Secured Party a perfection certificate substantially in affect the form attached as Exhibit C heretolegality, completed and supplemented with the schedules and attachments contemplated thereby validity or enforceability against Pledgor of this Agreement or Pledgor’s ability to the satisfaction of Secured Party, and signed by an Authorized Officer of perform Pledgor’s obligations under this Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Adams Jean Morris)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Collateral Agent and Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) acquired and made full payment for all shares of Common Stock pledged hereunder more than two years ago and owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times after delivery of such Collateral pursuant to Section 1(b) and prior to the release of the such Collateral pursuant to the terms of this Agreement, will own the such Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions (other than the Existing Transfer Restrictions) and (ii) is not and as of the date of delivery of such Collateral pursuant to Section 1(b) will not become be, and until the release of such Collateral pursuant to the terms of this Agreement will not become, a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person Person other than Pledgor, the Collateral Agent, Secured Party or any securities intermediary through whom which any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of (i) the Collateral is or (ii) any other general intangibles of Pledgor relating to such Collateral will, at the time of delivery of such Collateral pursuant to Section 1(b), be on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral or such other general intangibles relating to such Collateral, as the case may be.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will will, at the time of delivery of such Collateral to the Collateral Agent pursuant to Section 1(b), be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor the Collateral Agent or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor the Collateral Agent or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable the Collateral Agent to maintain, for the benefit of Secured Party to maintain Party, a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case delivery of Collateral consisting of certificates evidencing investment property (as defined in Section 9-102(a102(a)(49) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian Collateral Agent in accordance with Section 5(c)(i), (B6(c)(i) or the registration of any such investment property consisting of uncertificated securities in the name of the Custodian Collateral Agent or its nominee in accordance with Section 5(c)(ii) 6(c)(ii), the Collateral Agent will have, for the benefit of Secured Party, a valid and, as long as the Collateral Agent retains possession of such certificates or such uncertificated securities remain so registered, perfected security interest therein, in respect of which the Collateral Agent will have Control, subject to no prior Lien and (Cii) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian Collateral Agent in accordance with Section 5(c)(iii) 6(c)(iii), the Collateral Agent will have, for the benefit of Secured Party, a valid and, in each case, the crediting of so long as such securities or financial assets Common Stock continues to be credited to the account of the Collateral Account or (ii) in Agent with the case of Collateral not consisting of investment propertyapplicable securities intermediary, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collaterala securities entitlement in respect thereof, in respect of which Secured Party the Collateral Agent will have (in the case of Collateral consisting of investment property) Control, Control subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party the Collateral Agent from enforcing any of the terms of this Agreement or that might limit Secured Party the Collateral Agent in any such enforcement.
(g) The Location All possible Locations of the Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such Location.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as are listed on Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Pledge Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions (other than any Existing Transfer Restrictions) and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Pledge Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, but in the case of any such securities intermediary, intermediary only with in respect to of Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lienLien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Shares at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer Issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets Shares are and will be located in the United States) ), and unless registered in the name of the Secured Party, registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer Issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(di) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities Shares to the Custodian Secured Party in accordance with Section 5(c)(i), 5(c) (BA) or the registration of any such investment property consisting of uncertificated securities Shares in the name of the Custodian Secured Party or its nominee in accordance with Section 5(c)(ii5(c) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) B), and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretoAccount, Secured Party will have a valid and and, as long as Secured Party retains possession of such certificates or such uncertificated Shares remain so registered, perfected security interest in such Collateraltherein, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien and (ii) upon the crediting of any Shares to the Collateral Account, Secured Party will have a valid and, so long as such Shares continue to be credited to the Collateral Account, perfected security interest in a securities entitlement in respect thereof, in respect of which Secured Party will have Control subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Pledge Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Pledge Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction State of organization set forth in the perfection certificate attached hereto as Exhibit CNew Jersey, and under the Uniform Commercial Code as in effect in such Location.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented no filing other than with the schedules and attachments contemplated thereby Secretary of State of the State of New Jersey is required to the satisfaction perfect a security interest in collateral consisting of Secured Party, and signed by an Authorized Officer of Pledgorgeneral intangibles.
Appears in 1 contract
Sources: Pledge Agreement (Welsh Carson Anderson Stowe Viii Lp)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), ) at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto (including, without limitation, the right to convert into Common Stock any Collateral consisting of shares of Preferred Stock) or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after upon the delivery to Bank of America, N.A., of the Purchase PriceRepayment Amount pursuant to Section 2.03(a)(i) of the Securities Contract, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is will be on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Except as otherwise provided herein, all Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) 115 of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such Location.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian Secured Party in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian Secured Party or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian Secured Party in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of a UCC-1 financing statements statement in the form of Exhibit B hereto in the appropriate filing offices office in each jurisdiction identified in Parts 4 and 5 the Location of Exhibit C heretoPledgor, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 a UCC- 1 financing statements statement in the form of Exhibit B hereto in the appropriate filing offices office in each jurisdiction identified in Parts 4 and 5 the Location of Exhibit C heretoPledgor.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such Location.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) acquired and made full payment for all Pledged Items on November 25, 2009 and owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the such Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions (other than any Existing Transfer Restrictions) and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party Party, the Custodian or any other securities intermediary through whom any Collateral is held (but, in the case of the Custodian or any such other securities intermediary, only with in respect to of Collateral held through it) with Control with respect to any such Collateral. The Shares have been validly issued and are non-assessable.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Shares at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United StatesCayman Islands, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates delivered as set forth in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States5(c); provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a102(a)(49) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities Shares in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) 5(c)(B), or (CB) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form Office of Exhibit B hereto in the appropriate filing offices Recorder of Deeds of the District of Columbia, in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, case Secured Party will have a valid and perfected security interest in such CollateralCollateral or a security entitlement in respect thereof, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(e) No Other than the filing of a UCC-1 financing statement as contemplated by this Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or the Transaction Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location chief executive office of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such LocationSection 9(d).
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Sources: Pledge Agreement (Sina Corp)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with the manner provided in Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items Eligible Collateral delivered in accordance with Section 1(b) commenced on or before May 23, 2000at least one year prior to the date of the Term Sheet, and Pledgor (i) owns owns, and, except with respect to Collateral rehypothecated pursuant to Section 5(i), ) at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a102(49) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices specified in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices specified in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction State of organization set forth in the perfection certificate attached hereto as Exhibit CNevada, and under the Uniform Commercial Code as in effect in such Location, no local filing is required to perfect a security interest in collateral consisting of general intangibles.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer the General Partner of Pledgor.
Appears in 1 contract
Sources: Pledge Agreement (Zwan Bryan J)
Representations and Warranties of Pledgor. On the date hereof and continuing at all times until termination of this Agreement (including on each date on which additional Collateral is pledged hereunder), Pledgor hereby represents and warrants to the Collateral Agent and each Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) As of the date hereof, the Pledgor Shares represents Pledgor’s entire ownership position (whether owned directly by Pledgor or indirectly for which Pledgor maintains control) in the Company’s Common Stock; (ii) Pledgor acquired and made full payment for all shares of Common Stock pledged hereunder (or in respect of which security entitlements are pledged hereunder) and owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions ); and (iiiii) Pledgor is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than the Pledgor, the Collateral Agent, the Secured Party Parties or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to of Collateral held through it) with Control control (as defined in Section 8-106 of the UCC) with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting shares of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Common Stock at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets shares of Common Stock are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's ’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States (other than in South Carolina or Rhode Island) or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's ’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed States (other than in South Carolina or Rhode Island), and, in any event subject to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws control (as defined in the UCC) of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendmentsCollateral Agent.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities Common Stock to the Custodian Collateral Agent in accordance with Section 5(c)(i), (B6(b)(A) or the registration of any such investment property consisting of uncertificated securities Common Stock in the name of the Custodian Collateral Agent or its nominee in accordance with Section 5(c)(ii) 6(c)(B), the Collateral Agent will have, for the benefit of the Secured Parties, a valid and, as long as the Collateral Agent retains possession of such certificates or such uncertificated Common Stock remains so registered, perfected security interest therein, in respect of which the Collateral Agent will have control, subject to no other Lien and (Cii) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements Common Stock to a securities segregated account of the Custodian Collateral Agent in accordance with Section 5(c)(iii) 6(b)(C), the Collateral Agent will have, for the benefit of the Secured Parties, a valid and, in each case, the crediting of so long as such securities or financial assets Common Stock continues to be credited to the account of the Collateral Account or (ii) in the case of Collateral not consisting of investment propertyAgent, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collaterala security entitlement in respect thereof, in respect of which Secured Party the Collateral Agent will have (in the case of Collateral consisting of investment property) Controlcontrol, subject to no prior other Lien.
(e) No registration, recordation or filing with any governmental body, agency or official Person is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) The execution, delivery and performance by the Pledgor of this Agreement have been duly authorized by all necessary action on the part of the Pledgor and do not and will not violate, contravene or constitute a default under any provision of applicable law or regulation or of the constitutive documents of the Pledgor or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Pledgor.
(h) This Agreement constitutes a valid and legally binding agreement of the Pledgor enforceable against the Pledgor in accordance with its terms.
(i) Pledgor has not performed and will not perform any acts that might prevent Secured Party the Collateral Agent from enforcing any of the terms of this Agreement or that might limit Secured Party the Collateral Agent in any such enforcement.
(gj) The Location of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such LocationSection 10(c).
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents represents, warrants and warrants covenants to Secured Party on the date hereof, on the date that the Loans (as defined under the Credit Agreement) are made under the Credit Agreement and on each date on which Pledgor delivers or Secured Party otherwise receives Collateral that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Pledge Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions (other than any Existing Transfer Restrictions) and (ii) is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, Pledge Agreement and the Credit Agreement that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person Person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, but in the case of any such securities intermediary, intermediary only with in respect to of Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lienLien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property Collateral consisting of certificated securities Shares or other securities, as applicable, to the Custodian Secured Party in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii5(c)(A) or (Cii) the crediting of any securities or other financial assets underlying or of any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets cash to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretoAccount, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(ed) No Except for the filing of a UCC financing statement in the Location of Pledgor, no registration, recordation or filing with any governmental body, agency or official official, other than such as have been made, is required in connection with the execution and delivery of this Pledge Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(fe) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Pledge Agreement or that might limit Secured Party in any such enforcement.
(gf) The Location of Pledgor is the jurisdiction of organization set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such LocationDelaware.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Sources: Pledge Agreement (Directv)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Collateral Agent and Secured Party that:
(a) Pledgor's Pledgor (i) for purposes of determining the holding period (calculated in accordance with requirements of Rule 144(d) under the Securities Act) with respect to , has held the Initial Pledged Items commenced on or before May 23Common Stock pledged hereunder since May, 20005, and Pledgor 1999, (iii) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the such Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions (other than the Existing Transfer Restrictions) and (iiiii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement and the Stock Purchase Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person Person other than Pledgor, the Collateral Agent, Secured Party or any securities intermediary through whom which any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of (i) the Collateral or (ii) any other general intangibles of Pledgor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such CollateralCollateral or such other general intangibles, as the case may be.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided PROVIDED that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable the Collateral Agent to maintain, for the benefit of Secured Party to maintain Party, a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case delivery of Collateral consisting of certificates evidencing investment property (as defined in Section 9-102(a102(a)(49) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian Collateral Agent in accordance with Section 5(c)(i), (B6(c)(i) or the registration of any such investment property consisting of uncertificated securities in the name of the Custodian Collateral Agent or its nominee in accordance with Section 5(c)(ii) 6(c)(ii), the Collateral Agent will have, for the benefit of Secured Party, a valid and, as long as the Collateral Agent retains possession of such certificates or such uncertificated securities remain so registered, perfected security interest therein, in respect of which the Collateral Agent will have Control, subject to no prior Lien and (Cii) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian Collateral Agent in accordance with Section 5(c)(iii) 6(c)(iii), the Collateral Agent will have, for the benefit of Secured Party, a valid and, in each case, the crediting of so long as such securities or financial assets Common Stock continues to be credited to the account of the Collateral Account or (ii) in Agent with the case of Collateral not consisting of investment propertyapplicable securities intermediary, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, Secured Party will have a valid and perfected security interest in such Collaterala securities entitlement in respect thereof, in respect of which Secured Party the Collateral Agent will have (in the case of Collateral consisting of investment property) Control, Control subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party the Collateral Agent from enforcing any of the terms of this Agreement or that might limit Secured Party the Collateral Agent in any such enforcement.
(g) The only Location of the Pledgor is the State of Delaware. Pledgor has had no prior names since its formation. Pledgor has not changed its jurisdiction of organization set forth formation or limited liability company structure in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such Location.
(h) any way since its formation. Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgorhad no prior locations since its formation.
Appears in 1 contract
Sources: Pledge Agreement (Soros George)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), and at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the such Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions (other than any Existing Transfer Restrictions) and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with in respect to of Collateral held through it) with Control with respect to any such Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting shares of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Common Stock at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or thereof, the District of Columbia or Canada and (i) certificated (and the certificate or certificates in respect of such securities or financial assets shares of Common Stock are and will be located in the United States) and registered in the name of Pledgor or held held
through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or thereof, the District of ColumbiaColumbia or Canada, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(di) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities Common Stock to the Custodian Secured Party in accordance with Section 5(c)(i), (B5(c)(A) or the registration of any such investment property consisting of uncertificated securities Common Stock in the name of the Custodian Secured Party or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) 5(c)(B), and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretoAccount, Secured Party will have a valid and and, as long as Secured Party retains possession of such certificates or such uncertificated Common Stock remains so registered, perfected security interest in such Collateraltherein, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien and (ii) upon the crediting of any Common Stock to the Collateral Account, Secured Party will have a valid and, so long as such Common Stock continues to be credited to the Collateral Account, perfected security interest in a securities entitlement in respect thereof, in respect of which Secured Party will have Control subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit CSection 8(d), and under the Uniform Commercial Code as in effect in such Location, no local filing is required to perfect a security interest in collateral consisting of general intangibles.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Sources: Pledge Agreement (Fairfax Financial Holdings LTD/ Can)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, Price no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (iA) in the case delivery of Collateral consisting of certificates evidencing investment property (as defined in Section 9-102(a) 115 of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities in the name of the Custodian or its nominee in accordance with Section 5(c)(ii) or (C) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C heretoAccount, Secured Party will have a valid and perfected security interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(e) No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit CSection 8(c), and under the Uniform Commercial Code as in effect in such Location.
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) acquired and made full payment for all Pledged Items on November 25, 2009 and owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the such Collateral free and clear of any Liens (other than the Security InterestsInterests and the Permitted Lien) or Transfer Restrictions (other than any Existing Transfer Restrictions) and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this AgreementAgreement or the MLA Documents, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party Party, the Custodian or any other securities intermediary through whom any Collateral is held (but, in the case of the Custodian or any such other securities intermediary, only with in respect to of Collateral held through it) with Control with respect to any Collateralsuch Collateral (other than Control with respect to the Permitted Lien).
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of Interests or the Purchase PricePermitted Lien, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Shares at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United StatesCayman Islands, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United StatesCustodian; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien, other than the Permitted Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a102(a)(49) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities Shares in the name of the Custodian Secured Party or its nominee in accordance with Section 5(c)(ii) 5(c)(B), or (CB) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices of the appropriate jurisdictions, in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, case Secured Party will have a valid and perfected security interest in such CollateralCollateral or a security entitlement in respect thereof, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien, other than the Permitted Lien.
(e) No Other than the filing of a UCC-1 financing statement as contemplated by this Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or the Transaction Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Subject to the terms of the MLA Documents, Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such LocationSection 9(d).
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
Appears in 1 contract
Sources: Pledge Agreement (Sina Corp)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
(a) Pledgor's holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Initial Pledged Items commenced on or before May 23, 2000, and Pledgor (i) acquired and made full payment for all Pledged Items on November 25, 2009 and owns and, except with respect to Collateral rehypothecated pursuant to Section 5(i), at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own the such Collateral free and clear of any Liens (other than the Security Interests) or Transfer Restrictions and (ii) is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any person other than Pledgor, Secured Party Party, the Custodian or any other securities intermediary through whom any Collateral is held (but, in the case of the Custodian or any such other securities intermediary, only with in respect to of Collateral held through it) with Control with respect to any such Collateral.
(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, after delivery of the Purchase Price, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.
(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) (other than Collateral consisting of Government Securities) Shares at any time pledged hereunder is (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United StatesCayman Islands, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Pledgor or held through a securities intermediary whose securities intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United StatesCustodian; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.
(d) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a102(a)(49) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated securities to the Custodian in accordance with Section 5(c)(i), (B) the registration of any such investment property consisting of uncertificated securities Shares in the name of the Custodian Secured Party or its nominee in accordance with Section 5(c)(ii) 5(c)(B), or (CB) the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Custodian in accordance with Section 5(c)(iii) and, in each case, the crediting of such securities or financial assets to the Collateral Account or (ii) in the case of Collateral not consisting of investment property, the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices of the appropriate jurisdictions, in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto, case Secured Party will have a valid and perfected security interest in such CollateralCollateral or a security entitlement in respect thereof, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien.
(e) No Other than the filing of a UCC-1 financing statement as contemplated by this Agreement, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Pledge Agreement or the Transaction Agreements or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests, other than the filing of UCC-1 financing statements in the form of Exhibit B hereto in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C hereto.
(f) Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.
(g) The Location of Pledgor is the jurisdiction of organization address set forth in the perfection certificate attached hereto as Exhibit C, and under the Uniform Commercial Code as in effect in such LocationSection 9(d).
(h) Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Exhibit C hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor.
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Sources: Pledge Agreement (Sina Corp)