Representations and Warranties of Pledgor. 6.1 During the effective term of this Agreement, in the interests of Pledgee, Pledgor covenants to Pledgee that Pledgor shall: 6.1.1 Not transfer or assign the equity interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwise. 6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee. 6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement. 6.2 Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person. 6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights and authorization vested in the Pledgee under this Agreement. 6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee. 6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions.
Appears in 5 contracts
Sources: Equity Interests Pledge Agreement (eLong, Inc.), Equity Interests Pledge Agreement (eLong, Inc.), Equity Interests Pledge Agreement (eLong, Inc.)
Representations and Warranties of Pledgor. 6.1 During the effective term of this Agreement, in the interests of Pledgee, Each Pledgor covenants hereby warrants to Pledgee that Pledgor shallNoteholder Representative as follows:
6.1.1 Not transfer or assign (a) Schedule I and Schedule II are true, correct and complete in all material respects;
(b) Other than as set forth on Schedule I, all of the equity pledged Ownership Interests of Pledgors (the “Pledged Interests”) are uncertificated;
(c) The Pledged Interests constitute at least the percentage of all the issued and outstanding Ownership Interests of such Company as set forth on Schedule I;
(d) The Pledged Interests listed on Schedule I are the only Ownership Interests of such Company in which such Pledgor has any rights;
(e) Such Pledgor has good and valid title to the Collateral. Such Pledgor is the sole owner of all of the Collateral, free and clear of all security interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificatesvoting trusts, agreements, liens, claims and encumbrances whatsoever, other than (1) the security interests, assignments and liens granted under this Agreement and (2) Permitted Liens;
(f) Such Pledgor has not heretofore transferred, pledged, assigned or perform otherwise encumbered any of its rights in or to the Collateral, other than the Permitted Liens;
(g) Other than a requirement of consent contained in the operating agreements governing the Ownership Interests (which such consent has been obtained), such Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and cause other parties who have interests to take action as required by delivery of this Agreement or the Pledgee and assist the exercise performance or discharge of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee andobligations, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guaranteesduties, covenants, agreements, representations and conditions for liabilities contained in this Agreement;
(h) No action has been brought or threatened that might prohibit or interfere with the benefits execution and delivery of this Agreement or the performance or discharge of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guaranteesobligations, duties, covenants, agreements, representations and conditionsliabilities contained in this Agreement;
(i) Such Pledgor has the requisite corporate, limited partnership, or limited liability company power and authority, as applicable, to execute and deliver this Agreement, and the execution and delivery of this Agreement does not conflict with any agreement to which such Pledgor is a party or any law, order, ordinance, rule, or regulation to which such Pledgor is subject or by which it is bound and does not constitute a default under any agreement or instrument binding upon such Pledgor;
(j) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of such Pledgor and is fully enforceable against such Pledgor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether considered in a proceeding at law or in equity.
Appears in 4 contracts
Sources: Pledge Agreement (TILT Holdings Inc.), Junior Pledge Agreement (TILT Holdings Inc.), Pledge Agreement (TILT Holdings Inc.)
Representations and Warranties of Pledgor. 6.1 During Pledgor hereby warrants to Agent as follows:
(a) Schedule I and Schedule II are true, correct and complete in all respects;
(b) All of the effective term pledged Ownership Interests of this AgreementPledgor (the “Pledged Interests”) are in certificated form, and are registered in the interests name of PledgeePledgor;
(c) The Pledged Interests constitute at least the percentage of all the issued and outstanding Ownership Interests of Company as set forth on Schedule I;
(d) The Pledged Interests listed on Schedule I are the only Ownership Interests of Company in which Pledgor has any rights;
(e) All certificates evidencing the Pledged Interests of Pledgor have been delivered to Agent;
(f) Pledgor has good and marketable title to the Collateral. Pledgor is the sole owner of all of the Collateral, Pledgor covenants to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign the equity free and clear of all security interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificatesvoting trusts, agreements, liens, claims and encumbrances whatsoever, other than the security interests, assignments and liens granted under this Agreement and other than Permitted Liens (as defined in the Credit Agreement);
(g) Pledgor has not heretofore transferred, pledged, assigned or perform otherwise encumbered any of its rights in or to the Collateral, other than pursuant to Permitted Liens (as defined in the Credit Agreement);
(h) Other than a requirement of consent of other members contained in the operating agreements governing the Ownership Interests (which such consent has been obtained), Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and cause other parties who have interests to take action as required by delivery of this Agreement or the Pledgee and assist the exercise performance or discharge of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee andobligations, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guaranteesduties, covenants, agreements, representations and conditions for liabilities contained in this Agreement;
(i) No action has been brought or threatened that might prohibit or interfere with the benefits execution and delivery of this Agreement or the performance or discharge of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guaranteesobligations, duties, covenants, agreements, representations and conditionsliabilities contained in this Agreement;
(j) Pledgor has full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any agreement to which Pledgor is a party or any law, order, ordinance, rule, or regulation to which Pledgor is subject or by which it is bound and do not constitute a default under any agreement or instrument binding upon Pledgor; and
(k) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of Pledgor and is fully enforceable against Pledgor in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.
Appears in 3 contracts
Sources: Pledge Agreement (Twinlab Consolidated Holdings, Inc.), Pledge Agreement (Twinlab Consolidated Holdings, Inc.), Pledge Agreement (Twinlab Consolidated Holdings, Inc.)
Representations and Warranties of Pledgor. 6.1 During Pledgor hereby warrants to Lender as follows:
(a) Schedule I and Schedule II are true, correct and complete in all respects;
(b) All of the effective term pledged Ownership Interests of this AgreementPledgor (the “Pledged Interests”) are in certificated form, and are registered in the interests name of PledgeePledgor;
(c) The Pledged Interests constitute at least the percentage of all the issued and outstanding Ownership Interests of Company as set forth on Schedule I;
(d) The Pledged Interests listed on Schedule I are the only Ownership Interests of Company in which Pledgor has any rights;
(e) All certificates evidencing the Pledged Interests of Pledgor have been delivered to Lender;
(f) Pledgor has good and marketable title to the Collateral. Pledgor is the sole owner of all of the Collateral, Pledgor covenants to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign the equity free and clear of all security interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificatesvoting trusts, agreements, liens, claims and encumbrances whatsoever, other than the security interests, assignments and liens granted under this Agreement and other than Permitted Encumbrances (as defined in the NWP Agreement);
(g) Pledgor has not heretofore transferred, pledged, assigned or perform otherwise encumbered any of its rights in or to the Collateral, other than pursuant to Permitted Encumbrances (as defined in the NWP Agreement);
(h) Other than a requirement of consent of other members contained in the operating agreements governing the Ownership Interests (which such consent has been obtained), Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and cause other parties who have interests to take action as required by delivery of this Agreement or the Pledgee and assist the exercise performance or discharge of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee andobligations, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guaranteesduties, covenants, agreements, representations and conditions for liabilities contained in this Agreement;
(i) No action has been brought or threatened that might prohibit or interfere with the benefits execution and delivery of this Agreement or the performance or discharge of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guaranteesobligations, duties, covenants, agreements, representations and conditionsliabilities contained in this Agreement;
(j) Pledgor has full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any agreement to which Pledgor is a party or any law, order, ordinance, rule, or regulation to which Pledgor is subject or by which it is bound and do not constitute a default under any agreement or instrument binding upon Pledgor; and
(k) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of Pledgor and is fully enforceable against Pledgor in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.
Appears in 3 contracts
Sources: Pledge Agreement (Twinlab Consolidated Holdings, Inc.), Pledge Agreement (Twinlab Consolidated Holdings, Inc.), Pledge Agreement (Twinlab Consolidated Holdings, Inc.)
Representations and Warranties of Pledgor. 6.1 During Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that:
A. Exhibit A sets forth (i) the effective term authorized capital stock or other equity interests of each Pledge Entity, (ii) the number of shares of capital stock or 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 or other equity interests of each Pledge Entity held by Pledgor. Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, 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;
B. Except as set forth on Exhibit A, in the interests of Pledgeethere are no outstanding options, Pledgor covenants to Pledgee that Pledgor shall:
6.1.1 Not transfer warrants or assign the equity interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations other similar agreements with respect to the pledge Pledged Shares or any of rightsthe other Pledged Collateral;
C. this Agreement is the legal, present to Pledgee the noticesvalid and binding obligation of Pledgor, orders or suggestions enforceable against Pledgor in accordance with respect its terms except to the Pledge issued or made by the competent authority within five days upon receiving extent that such noticesenforceability is subject to applicable bankruptcy, orders or suggestions insolvency, reorganization, fraudulent conveyance and comply with such notices, orders or suggestionsmoratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or object the availability of equitable remedies, which are subject to the foregoing matters at the reasonable request discretion of the Pledgee court before which an action may be brought;
D. the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Shares listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities;
E. no consent, approval or authorization of or designation or filing with consent from any governmental or regulatory authority on the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, Pledgor is required in connection with the pledge and any events or any notices which may change any of Pledgor’s covenants and obligations security interest granted under this Agreement.;
6.2 Pledgor agrees that F. the Pledgee’s right execution, delivery and performance of exercising the Pledge obtained from this Agreement shall will not be suspended violate any provision of any applicable law or hampered through legal procedure by regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, which are applicable to Pledgor, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of Pledgor or any successors Pledge Entity or of the any securities issued by Pledgor or any person authorized by the Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or any Pledge Entity is a party or which is binding upon Pledgor or any Pledge Entity or upon any of the assets of Pledgor or any Pledge Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor or any Pledge Entity, except as otherwise contemplated by this Agreement;
G. assuming the Pledgee retains control of and holds all certificates and executed stock powers for the Pledged Shares and the Pledged Collateral, the pledge, assignment and delivery of the Pledged Shares and the other person.
6.3 Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares 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 warrants which would include the Pledged Shares or any other Pledged Collateral. Until this Agreement is terminated pursuant to Section 11 hereof, Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreementsPledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and
H. Neither Pledgor shall execute in good faith and cause other parties who have nor any Pledged Entity (i) will become a person whose property or interests in property are blocked or subject to 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 person on the pledge to execute all the title certificates, agreements, list of Specially Designated Nationals and Blocked Persons or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect subject to the changes limitations or prohibitions under any other Office of certificate of equity interests with the Pledgee Foreign Asset Control regulation or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgeeexecutive order.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions.
Appears in 3 contracts
Sources: Pledge Agreement (Longview Fund Lp), Pledge Agreement (Sonterra Resources, Inc.), Pledge Agreement (Sonterra Resources, Inc.)
Representations and Warranties of Pledgor. 6.1 During Pledgor hereby warrants to Purchaser as follows:
(a) Schedule I and Schedule II are true, correct and complete in all respects;
(b) All of the effective term pledged Ownership Interests of this AgreementPledgor (the “Pledged Interests”) are in certificated form, and are registered in the interests name of PledgeePledgor;
(c) The Pledged Interests constitute at least the percentage of all the issued and outstanding Ownership Interests of Issuer as set forth on Schedule I;
(d) The Pledged Interests listed on Schedule I are the only Ownership Interests of Issuer in which Pledgor has any rights;
(e) All certificates evidencing the Pledged Interests of Pledgor have been delivered to Purchaser;
(f) Pledgor has good and marketable title to the Collateral. Pledgor is the sole owner of all of the Collateral, Pledgor covenants to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign the equity free and clear of all security interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificatesvoting trusts, agreements, liens, claims and encumbrances whatsoever, other than the security interests, assignments and liens granted under this Agreement and other than Permitted Encumbrances (as defined in the Note Purchase Agreement);
(g) Pledgor has not heretofore transferred, pledged, assigned or perform otherwise encumbered any of its rights in or to the Collateral, other than pursuant to Permitted Encumbrances (as defined in the Note Purchase Agreement);
(h) Other than a requirement of consent of other members contained in the operating agreements governing the Ownership Interests (which such consent has been obtained), Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and cause other parties who have interests to take action as required by delivery of this Agreement or the Pledgee and assist the exercise performance or discharge of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee andobligations, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guaranteesduties, covenants, agreements, representations and conditions for liabilities contained in this Agreement;
(i) No action has been brought or threatened that might prohibit or interfere with the benefits execution and delivery of this Agreement or the performance or discharge of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guaranteesobligations, duties, covenants, agreements, representations and conditionsliabilities contained in this Agreement;
(j) Pledgor has full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any agreement to which Pledgor is a party or any law, order, ordinance, rule, or regulation to which Pledgor is subject or by which it is bound and do not constitute a default under any agreement or instrument binding upon Pledgor; and
(k) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of Pledgor and is fully enforceable against Pledgor in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.
Appears in 3 contracts
Sources: Pledge Agreement (Twinlab Consolidated Holdings, Inc.), Pledge Agreement (Twinlab Consolidated Holdings, Inc.), Pledge Agreement (Twinlab Consolidated Holdings, Inc.)
Representations and Warranties of Pledgor. 6.1 During Pledgor represents and warrants to Lender (which representations and warranties shall be deemed to continue to be made until all of the effective term of Indebtedness has been paid in full and the Note has been irrevocably cancelled) that:
4.1. Pledgor has the requisite power and authority to enter into this Agreement, in to pledge the interests of Pledgee, Pledgor covenants Collateral for the purposes described herein and to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign carry out the equity interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made transactions contemplated by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 4.2. The execution, delivery and performance by Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall and the pledge of the Collateral hereunder have been duly and properly authorized and do not be suspended and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or hampered through legal procedure by other governmental rule or regulation applicable to Pledgor.
4.3. This Agreement constitutes the legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
4.4. Pledgor is the direct and beneficial owner of each share of the Pledged Stock, and has not pledged, assigned or transferred any successors interest in the Pledged Stock to any party other than Senior Lender and Lender.
4.5. All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
4.6. Upon execution of the intercreditor agreement, this Agreement creates and grants a valid lien on and perfected security interest in the Collateral and the proceeds thereof, and except for the rights of Senior Lender, subject to no prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”) or to any agreement purporting to grant to any third party a Lien upon the property or assets of Pledgor which would include the Collateral.
4.7. There are no restrictions on transfer of the Pledged Stock contained in Articles of Incorporation, by-laws or other governing documents of the Pledgor or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
4.8. None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
4.9. There are no pending or, to the best of Pledgor’s knowledge after due and diligent inquiry, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
4.10. No consent, approval, authorization or other order of any person authorized and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by Pledgor either (i) for the pledge of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement or (ii) for the exercise by the Pledgor Lender of the voting or any other personrights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment 4.11. No notification of the fees and performance pledge evidenced hereby to any person is required.
4.12. As of the obligations under the relevant agreementsdate hereof, the Pledgor shall execute in good faith there are no existing options, warrants, calls or commitments (or convertible securities) of any such character whatsoever relating to any Pledged Stock and cause no indebtedness or other parties who have interests in the pledge to execute all the title certificates, agreementssecurity convertible into any Pledged Stock, and after the date hereof, no such options, warrants calls or perform and cause other parties who have interests to take action as required commitments (or convertible securities) shall exist unless expressly permitted by the Pledgee and assist the exercise of the rights and authorization vested Lender in the Pledgee under this Agreementwriting.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions.
Appears in 2 contracts
Sources: Stock Pledge Agreement (Red Mountain Resources, Inc.), Stock Pledge Agreement (Red Mountain Resources, Inc.)
Representations and Warranties of Pledgor. 6.1 During Pledgor hereby ----------------------------------------- represents and warrants to the effective term Secured Parties as follows:
(a) Pledgor is, and, as to Pledged Collateral acquired by it from time to time after the date hereof, Pledgor will be, the sole and exclusive owner or, as applicable, licensee of all Pledged Collateral, subject to Section 7. The pledge and security interest created by this Agreement shall not at any time be subject to any prior lien, pledge, security interest, encumbrance, assignment, collateral assignment or charge of any kind, including, without limitation, any filing or agreement to file a financing statement as debtor under the UCC or any similar statute or any subordination arrangement in favor of any party other than Pledgor (collectively, "Liens"). Pledgor further represents and warrants to the ----- Lender that Schedules A, B and C hereto, respectively, are true, correct -------------------- and complete lists as of the date hereof of all Patents, registered Trademarks and Trademark applications and registered Copyrights and Copyright applications owned by Pledgor and that Schedules D, E and F -------------------- hereto are true and correct with respect to the matters set forth therein as of the date hereof.
(b) Pledgor has full corporate power, authority and legal right to pledge and grant a security interest in the Pledged Collateral in accordance with the terms of this Agreement and this Agreement has been duly and validly executed and delivered by Pledgor, constitutes the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(c) Except as set forth on Schedule E hereto and except for filings with ---------- the Patent and Trademark Office, under the UCC and under applicable foreign law, no authorization, consent, approval, license, qualification or formal exemption from, nor any filing, declaration or registration with, any court (other than in connection with the exercise of judicial remedies), governmental agency or regulatory authority, or with any securities exchange or any other Person is required in connection with (1) the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement, or the execution, delivery or performance by Pledgor of this Agreement, (2) the grant of a security interest (including the priority thereof when the appropriate filings have been made and accepted) in, the Pledged Collateral by Pledgor in the interests of Pledgee, Pledgor covenants to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign manner and for the equity interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made purpose contemplated by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist (3) the exercise of the rights and authorization vested remedies of the Lender created hereby.
(d) Pledgor has made and will continue to make all necessary filings and recordations from time to time and use appropriate statutory notice to protect its interests in the Pledgee under this AgreementPledged Collateral, including, without limitation, appropriate recordations of its interests in the Patents and Trademarks in the United States Patent and Trademark Office and in corresponding offices wherever it does business using such Patents and Trademarks throughout the world and its claims to Copyrights in the United States Copyright Office, in each case including exclusive licenses and as otherwise requested from time to time by the Lender, but in any event all in a manner consistent with prudent and commercially reasonable business practices.
6.4 (e) Pledgor warrants owns or has rights to Pledgee that Pledgor shall execute use all documents the Pledged Collateral and all rights with respect to any of the changes of certificate of equity interests with the Pledgee foregoing used in, necessary for or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders material to Pledgor's business as currently conducted and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants contemplated to be conducted pursuant to the Pledgee that Loan Documents. To Pledgor's best knowledge, the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits use of the Pledgee. The Pledgor shall compensate all the losses suffered such Pledged Collateral by the Pledgee for the reasons that the Pledgor does not perform infringe on the rights of any Person and, except as set forth on Schedule F attached hereto, no material claim has been made and remains outstanding that Pledgor's use of the Pledged Collateral does or fully perform their guaranteesmay violate the rights of any third person.
(f) Upon filings and the acceptance thereof in the appropriate offices under the UCC and in the United States Patent and Trademark Office and the United States Copyright Office, covenantsthis Agreement will create a valid and duly perfected first priority lien and security interest in the United States in the Pledged Collateral, agreements, representations and conditionssubject to no Liens.
Appears in 2 contracts
Sources: Intellectual Property Security Agreement (Navisite Inc), Intellectual Property Security Agreement (Navisite Inc)
Representations and Warranties of Pledgor. 6.1 During the effective term of this Agreement, in the interests of Pledgee, Each Pledgor covenants hereby warrants to Pledgee that Pledgor shallNoteholder Representative as follows:
6.1.1 Not transfer or assign (a) Schedule I and Schedule II are true, correct and complete in all material respects;
(b) Other than as set forth on Schedule I, all of the equity pledged Ownership Interests (the “Pledged Interests”) are uncertificated;
(c) The Pledged Interests constitute at least the percentage of all the issued and outstanding Ownership Interests of such Company as set forth on Schedule I;
(d) The Pledged Interests listed on Schedule I are the only Ownership Interests of such Company in which such Pledgor has any rights;
(e) Such Pledgor has good and valid title to the Collateral. Such Pledgor is the sole owner of all of the Collateral, free and clear of all security interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificatesvoting trusts, agreements, liens, claims and encumbrances whatsoever, other than (1) the security interests, assignments and liens granted under this Agreement and the other Loan Documents and (2) Permitted Liens;
(f) Such Pledgor has not heretofore transferred, pledged, assigned or perform otherwise encumbered any of its rights in or to the Collateral, other than the Permitted Liens;
(g) Other than a requirement of consent contained in the operating agreements governing the Ownership Interests (which such consent has been obtained), such Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and cause other parties who have interests to take action as required by delivery of this Agreement or the Pledgee and assist the exercise performance or discharge of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee andobligations, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guaranteesduties, covenants, agreements, representations and conditions for liabilities contained in this Agreement;
(h) No action has been brought or threatened that might prohibit or interfere with the benefits execution and delivery of this Agreement or the performance or discharge of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guaranteesobligations, duties, covenants, agreements, representations and conditionsliabilities contained in this Agreement;
(i) Such Pledgor has the requisite corporate, limited partnership, or limited liability company power and authority, as applicable, to execute and deliver this Agreement, and the execution and delivery of this Agreement does not conflict with any agreement to which such Pledgor is a party or any law, order, ordinance, rule, or regulation to which such Pledgor is subject or by which it is bound and does not constitute a default under any agreement or instrument binding upon such Pledgor;
(j) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of such Pledgor and is fully enforceable against such Pledgor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether considered in a proceeding at law or in equity.
Appears in 2 contracts
Sources: Pledge Agreement (TILT Holdings Inc.), Pledge Agreement (TILT Holdings Inc.)
Representations and Warranties of Pledgor. 6.1 During the effective term of this Agreement, in the interests of Pledgor hereby represents and warrants to Pledgee, Pledgor covenants to Pledgee that Pledgor shallas of the date hereof, that:
6.1.1 Not transfer or assign (a) Pledgor is the equity interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits sole holder of record and beneficial owner of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with Pledged Shares, free and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee clear of any events pledge, hypothecation, assignment, lien, charge, claim, security interest, option, preference, priority or other preferential arrangement of any received notices which may affect kind or adversely influence nature whatsoever created by Pledgor ("Lien") thereon or affecting the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under title thereto other than as created by this Agreement.
6.2 (b) Pledgor agrees that has the Pledgee’s right and all requisite authority to pledge, assign, grant a security interest in, transfer and deliver the Collateral to Pledgee as provided in this Agreement.
(c) This Agreement has been duly executed and delivered by Pledgor and constitutes the legal, valid and binding obligation of exercising Pledgor, enforceable against Pledgor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.
(d) No consent, approval, authorization or other order of any person is required for (i) the Pledge obtained from execution and delivery of this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors the delivery by Pledgor of the Pledgor Collateral to Pledgee as provided herein, or any person authorized (ii) for the exercise by Pledgee of the Pledgor voting or any other personrights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with the disposition of the Collateral by laws affecting the offering and sale of securities generally.
6.3 (e) Upon the delivery to Pledgee of the certificates representing the Pledged Shares, Pledgee will have a valid and perfected security interest therein subject to no prior lien.
(f) The Pledged Shares constitute at least 51% of the voting securities and voting control of TMD, and Pledgor warrants will cause the Collateral to consist, at all times prior to the Pledgee that in order to protect or perfect the security over the payment of the fees full, prompt and complete satisfaction and performance of the obligations under the relevant agreementsObligations, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights capital shares of TMD, which are equal to at least 51% of the voting securities and authorization vested voting control of TMD. The representations and warranties set forth in this Section 4 shall survive the Pledgee under execution and delivery of this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions.
Appears in 1 contract
Sources: Stock Pledge and Guaranty Agreement (U S Technologies Inc)
Representations and Warranties of Pledgor. 6.1 During Pledgor hereby warrants to Agent as follows:
(a) Schedule I and Schedule II are true, correct and complete in all respects;
(b) All of the effective term pledged Ownership Interests of this AgreementPledgor (the “Pledged Interests”) are in certificated form, and are registered in the name of Pledgor (other than the membership interests of PledgeeCustomer Connexx LLC and ARCA Advanced Processing, LLC);
(c) The Pledged Interests constitute at least the percentage of all the issued and outstanding Ownership Interests of Company as set forth on Schedule I;
(d) The Pledged Interests listed on Schedule I are the only Ownership Interests of Company in which Pledgor covenants has any rights;
(e) All certificates evidencing the Pledged Interests of Pledgor have been delivered to Pledgee that Agent;
(f) Pledgor shall:
6.1.1 Not transfer or assign has good and marketable title to the equity Collateral. Pledgor is the sole owner of all of the Collateral, free and clear of all security interests, create or permit to create any pledges, which may have an adverse effect on voting trusts, agreements, liens, claims and encumbrances whatsoever, other than the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with security interests, assignments and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations liens granted under this Agreement.;
6.2 (g) Pledgor agrees that has not heretofore transferred, pledged, assigned or otherwise encumbered any of its rights in or to the Pledgee’s right Collateral;
(h) Other than a requirement of exercising consent of other members contained in the Pledge obtained operating agreements governing the Ownership Interests (which such consent has been obtained), Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Agreement shall not be suspended or hampered through legal procedure by the Pledgor performance or any successors discharge of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreementsobligations, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guaranteesduties, covenants, agreements, representations and conditions for liabilities contained in this Agreement;
(i) No action has been brought or threatened that might prohibit or interfere with the benefits execution and delivery of this Agreement or the performance or discharge of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guaranteesobligations, duties, covenants, agreements, representations and conditionsliabilities contained in this Agreement;
(j) Pledgor has full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any agreement to which Pledgor is a party or any law, order, ordinance, rule, or regulation to which Pledgor is subject or by which it is bound and do not constitute a default under any agreement or instrument binding upon Pledgor;
(k) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of Pledgor and is fully enforceable against Pledgor in accordance with its terms; and
(l) As of the date hereof, the operating agreement or limited liability agreement of Customer Connexx LLC has been amended to include the provisions set forth in Schedule V hereto regarding certain rights of Agent in respect of this Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Appliance Recycling Centers of America Inc /Mn)
Representations and Warranties of Pledgor. 6.1 During Each Pledgor represents and warrants to Agent (which representations and warranties shall be deemed to continue to be made until all of the effective term of Indebtedness has been paid in full and the Loan Agreement has been irrevocably terminated) that:
(a) Each Pledgor has the requisite power and authority to enter into this Agreement, in to pledge the interests of Pledgee, Pledgor covenants Collateral for the purposes described herein and to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign carry out the equity interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made transactions contemplated by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 (b) The execution, delivery and performance by each Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall and the pledge of the Collateral hereunder have been duly and properly authorized and do not be suspended and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or hampered through legal procedure other governmental rule or regulation applicable to such Pledgor.
(c) This Agreement constitutes the legal, valid and binding obligation of each Pledgor enforceable against such Pledgor in accordance with its terms.
(d) Each Pledgor is the direct and beneficial owner of each share of the Pledged Stock and Pledged Membership Interests set forth under such Pledgor’s name on Schedule A annexed hereto.
(e) All of the shares of the Pledged Stock and Pledged Membership Interests have been duly authorized, validly issued and are fully paid and nonassessable.
(f) Upon delivery of the Pledged Stock and the Pledged Membership Interests (to the extent certificated) to Agent or an agent for Agent (which, for the avoidance of doubt, includes the Term Lender), this Agreement creates and grants a valid lien on and perfected security interest in the Collateral and the proceeds thereof, subject to no prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”), other than any Permitted Encumbrances, or to any agreement, other than the Term Loan Documents, purporting to grant to any third party a Lien upon the property or assets of any Pledgor which would include the Collateral.
(g) There are no restrictions on transfer of the Pledged Stock or Pledged Membership Interests contained in the certificate of formation, operating agreement Certificate of Incorporation or by-laws, as applicable, of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the Pledgor or any successors necessary parties.
(h) None of the Pledged Stock or Pledged Membership Interests have been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(i) There are no pending or, to the best of each Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(j) No consent, approval, authorization or other order of any Person other than the Term Lender (which has been obtained), and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by any Pledgor either (i) for the pledge of the Collateral pursuant to this Agreement or any person authorized for the execution, delivery or performance of this Agreement or (ii) for the exercise by the Pledgor Agent of the voting or any other personrights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment (k) No notification of the fees pledge evidenced hereby to any Person is required.
(l) The Pledged Stock and performance Pledged Membership Interests constitute the percentage of the obligations under the relevant agreements, the Pledgor shall execute in good faith issued and cause other parties who have outstanding shares of capital stock and limited liability company interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights Issuers set forth on Schedule A annexed hereto.
(m) As of the date hereof, there are no existing options, warrants, calls or commitments of any such character whatsoever relating to any Pledged Stock or Pledged Membership Interests and authorization vested no indebtedness or other security convertible into any Pledged Stock or Pledged Membership Interests. The representations and warranties set forth in this Section 4 shall survive the Pledgee under execution and delivery of this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions.
Appears in 1 contract
Representations and Warranties of Pledgor. 6.1 During The Pledgors shall make the effective term following representations and warranties to Party A upon signing of this Agreement and confirm that Party A has signed and implemented this Agreement in reliance of such representations and warranties:
5.1 The Pledgor legally holds the Equity Shares and has the right to provide security with such Equity Shares for Party A.
5.2 Once the board of directors of Party A exercises Party A’s rights stipulated under this Agreement at any time, there will be no obstructions from any other parties.
5.3 Party A has the right to exercise the Right of Pledge in such a way as provided by law and/or this Agreement.
5.4 The Pledgor has all the necessary competence to execute this Agreement and perform its obligations under this Agreement and has not violated any provisions of applicable laws and regulations.
5.5 Save and except the pledge under this Agreement, no encumbrances have been created over the Equity Shares held by the Pledgors (including but not limited to pledge).
5.6 On the date of this Agreement, there area no pending civil, administrative or criminal litigations, administrative penalties or arbitrations in relation to the interests Equity Shares, and to the reasonable judgment of Pledgeethe Pledgors, Pledgor covenants there will be no potential civil, administrative or criminal litigations, administrative penalties or arbitrations in relation to Pledgee that Pledgor shall:the Equity Shares.
6.1.1 Not transfer 5.7 There are no payable but unpaid taxes and fees, or assign to be completed but uncompleted legal proceedings or formalities in relation to the equity interests, create or permit to create any pledges, which may have an adverse effect Equity Shares on the rights or benefits date of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 Pledgor agrees that 5.8 All the Pledgee’s right terms of exercising the Pledge obtained from this Agreement are reached by its true intention and shall not be suspended or hampered through legal procedure by the Pledgor or any successors legally binding.
5.9 Lanyue has maintained one (1) original and one (1) copy of the Pledgor or any person authorized share register. The original share register shall be maintained by Lanyue and the Pledgor or any other personcopy shall be delivered to Party A for record after completion of the registration of the equity pledge. Lanyue guarantees that there are no discrepancies between the original and the copy of the share register, the registered matters are complete, true and accurate and consistent with the shareholder’s names registered with the Administration for Industry and Commerce.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment 5.10 Lanyue will complete registration of the fees equity pledge under this Agreement in accordance with the requirement for a domestic limited liability company with the Guangzhou Administration for Industry and performance Commerce within ten (10) working days from the date of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions.
Appears in 1 contract
Sources: Equity Pledge Agreement (China Mobile Games & Entertainment Group LTD)
Representations and Warranties of Pledgor. 6.1 During Each Pledgor represents and warrants to Collateral Agent (which representations and warranties shall be deemed to continue to be made until all of the effective term of Secured Obligations have been paid in full and the Credit Agreement has been irrevocably terminated) that:
18.1. Each Pledgor has the requisite power and authority to enter into this Agreement, in to pledge the interests of Pledgee, Pledgor covenants Collateral for the purposes described herein and to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign carry out the equity interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made transactions contemplated by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 18.2. The execution, delivery and performance by each Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall and the pledge of the Collateral hereunder have been duly and properly authorized and do not be suspended and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or hampered through legal procedure other governmental rule or regulation applicable to such Pledgor.
18.3. This Agreement constitutes the legal, valid and binding obligation of each Pledgor enforceable against such Pledgor in accordance with its terms.
18.4. Each Pledgor is the direct and beneficial owner of each share of the Pledged Stock and Membership Interests set forth under such Pledgor’s name on Schedule A annexed hereto.
18.5. All of the Collateral has been duly authorized, validly issued and are fully paid and nonassessable.
18.6. This Agreement creates and grants a valid first lien on and perfected security interest in the Collateral and the proceeds thereof, subject to no prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”) or to any agreement purporting to grant to any third party a Lien upon the property or assets of any Pledgor which would include the Collateral.
18.7. There are no restrictions on transfer of the Pledged Stock or Membership Interests contained in the Certificate of Incorporation or by-laws (or Certificate of Formation, limited liability company agreement or other organizational documents, as the case may be) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the Pledgor or any successors necessary parties.
18.8. None of the Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
18.9. There are no pending or, to the best of each Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
18.10. No consent, approval, authorization or other order of any Person and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by any Pledgor either (i) for the pledge of the Collateral pursuant to this Agreement or any person authorized for the execution, delivery or performance of this Agreement or (ii) for the exercise by the Pledgor Collateral Agent of the voting or any other personrights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment 18.11. No notification of the fees pledge evidenced hereby to any Person is required.
18.12. The Pledged Stock and performance the Membership Interests constitutes one hundred percent (100%) of the obligations under the relevant agreements, the Pledgor shall execute in good faith issued and cause other parties who have outstanding shares of capital stock and limited liability company interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights Issuers thereof set forth on Schedule A annexed hereto.
18.13. As of the date hereof, there are no existing options, warrants, calls or commitments of any such character whatsoever relating to any Collateral and authorization vested no indebtedness or other security convertible into any Collateral.
18.14. As of the date hereof any proxy or proxies heretofore given by such Pledgor to any Person or Persons whatsoever have been revoked. The representations and warranties set forth in this Section 4 shall survive the Pledgee under execution and delivery of this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions.
Appears in 1 contract
Sources: Pledge Agreement (Napco Security Technologies, Inc)
Representations and Warranties of Pledgor. 6.1 During Pledgor hereby warrants to Agent as follows:
(a) Schedule I and Schedule II are true, correct and complete in all respects;
(b) All of the effective term pledged Ownership Interests of Pledgor (the “Pledged Interests”) are in certificated form, and are registered in the name of Pledgor;
(c) The Pledged Interests constitute at least the percentage of all the issued and outstanding Ownership Interests of Company as set forth on Schedule I;
(d) The Pledged Interests listed on Schedule I are the only Ownership Interests of Company in which Pledgor has any rights;
(e) All certificates evidencing the Pledged Interests of Pledgor have been delivered to Agent or will be delivered to Agent no later than thirty (30) days after the date of this Agreement;
(f) Pledgor has good and marketable title to the Collateral. Pledgor is the sole owner of all of the Collateral, in the interests free and clear of Pledgee, Pledgor covenants to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign the equity all security interests, create or permit to create any pledges, which may have an adverse effect on voting trusts, agreements, liens, claims and encumbrances whatsoever, other than the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with security interests, assignments and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations liens granted under this Agreement.;
6.2 (g) Pledgor agrees that has not heretofore transferred, pledged, assigned or otherwise encumbered any of its rights in or to the Pledgee’s right Collateral;
(h) Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor performance or any successors discharge of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreementsobligations, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guaranteesduties, covenants, agreements, representations and conditions for liabilities contained in this Agreement;
(i) No action has been brought or threatened that might prohibit or interfere with the benefits execution and delivery of this Agreement or the performance or discharge of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guaranteesobligations, duties, covenants, agreements, representations and conditionsliabilities contained in this Agreement;
(j) Pledgor has full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any agreement to which Pledgor is a party or any law, order, ordinance, rule, or regulation to which Pledgor is subject or by which it is bound and do not constitute a default under any agreement or instrument binding upon Pledgor; and
(k) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of Pledgor and is fully enforceable against Pledgor in accordance with its terms.
Appears in 1 contract
Sources: Pledge Agreement (Receptos, Inc.)
Representations and Warranties of Pledgor. 6.1 During Pledgor represents and warrants, as continuing representations and warranties so long as the effective term Credit Agreement remains in effect, that:
A. The individual signatory hereto has authority to execute and deliver this Stock Pledge on behalf of this AgreementPledgor.
B. No financing statement covering the Collateral, or any part thereof, has been filed with any filing officer other than in favor of Secured Party.
C. No other agreement, pledge or assignment covering the Collateral, or any part thereof, has been made and no security interest, other than the one created hereby or pursuant to 216 pledges and security agreements previously made in favor of Secured Party on behalf of the Banks, has attached or been perfected in the interests of Pledgee, Pledgor covenants to Pledgee that Pledgor shall:
6.1.1 Not transfer Collateral or assign the equity interests, create or permit to create in any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwisepart thereof.
6.1.2 Comply with and implement laws and regulations D. No material dispute, right of setoff, counterclaim or defenses exist with respect to any part of the pledge Collateral.
E. All information supplied and statements made in any financial or credit statements or application for credit prior to the execution of rightsthis Stock Pledge are true and correct as of the date hereof in all material respects.
F. The Collateral, present (1) in the case of each Subsidiary, constitutes all the issued and outstanding capital stock (or other ownership interests) of each of the Subsidiaries, (2) have been duly authorized and issued to Pledgee 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 noticestime Secured Party's security interest attaches to any of the Collateral or its proceeds, orders 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 all persons whomsoever. The delivery at any time by Pledgor to Secured Party of Collateral or suggestions financing statements covering Collateral shall constitute a representation and warranty by Pledgor under this Stock Pledge that, with respect to the Pledge issued or made by the competent authority within five days upon receiving such noticesCollateral, orders or suggestions and comply with such noticeseach item thereof, orders or suggestions, or object to the foregoing matters at the reasonable request Pledgor is owner of the Pledgee or with consent from Collateral and the Pledgeematters heretofore warranted in this paragraph are true and correct.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions.
Appears in 1 contract
Representations and Warranties of Pledgor. 6.1 During Pledgor hereby makes the effective term following representations and warranties to Pledgee:
7.1 Each of Pledgor and the Company is a limited liability company duly organized and validly existing under PRC Laws having the status of an independent legal person; Each of Pledgor and the Company has all necessary power and legal authority to execute, deliver and perform its obligations under this Agreement, and has the power to independently participate in legal proceedings as a party.
7.2 All reports, documents and information provided by Pledgor or the Company to Pledgee with respect to Pledgor and all the matters required by this Agreement are true and accurate in all material aspects.
7.3 As of the date of effectiveness of this Agreement, Pledgor is the sole lawful owner of the Pledged Equity, and there is no existing dispute with respect to ownership of the Pledged Equity. Pledgor has the right to dispose of all or any part of the Pledged Equity.
7.4 The Pledged Equity is free and clear of any security interest, third party rights, and any other encumbrances or restrictions, except the security interest created thereon pursuant to the terms hereof and rights created under the Transaction Documents.
7.5 The Pledged Equity may be pledged and transferred legally, and Pledgor has the full right and power to pledge the Pledged Equity to Pledgee pursuant to provisions hereof.
7.6 Each of Pledgor and the Company has the full power and authorization to execute and deliver this Agreement and any other documents related to the transaction contemplated hereby, and to enter into the transactions contemplated hereby. This Agreement when duly executed by Pledgor and the Company shall constitute legal, valid and binding obligations of Pledgor and the Company.
7.7 All third party consents, license, waiver, authorizations or any governmental approval, consent, exemption, or any registration or filing procedures (if required by law) at government authorities as necessary for the execution of this Agreement and the performance of the Equity Pledge hereunder have been obtained or processed (subject to provisions of Article 2.2), and will remain valid during the term hereof.
7.8 The execution and performance of this Agreement by Pledgor and the Company does not violate or contravene with any applicable laws or any agreement judgment, arbitral award or administrative decision to which Pledgor is a party or its assets may be subject.
7.9 The Equity Pledge hereunder shall constitute a first-priority security interest in the interests Pledged Equity.
7.10 There is no action, legal proceeding or claim against Pledgor or the Company, its assets, or Pledged Equity before or by any court, arbitration tribunal, governmental authority, or administrative authority, now pending or, to the knowledge of PledgeePledgor or the Company, Pledgor covenants to Pledgee contemplated, that Pledgor shall:
6.1.1 Not transfer would result in material or assign the equity interests, create or permit to create any pledges, which may have an adverse effect on the rights financial conditions of Pledgor or benefits of the Pledgee; unless the Parties have agreed otherwiseCompany or their ability to perform their obligations and guarantees hereunder.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 7.11 Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants hereby undertakes to Pledgee that Pledgor the above representations and warranties shall execute all documents with respect be and shall remain true and accurate, and shall be fully complied with, in any circumstance or at any time prior to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits full satisfaction of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditionsSecured Obligations.
Appears in 1 contract
Sources: Equity Pledge Agreement (Business Development Solutions, Inc.)
Representations and Warranties of Pledgor. 6.1 During Each Pledgor represents and warrants to Agent that:
(a) Each Pledgor has the effective term of requisite power and authority to enter into this Agreement, in to pledge the interests of Pledgee, Pledgor covenants Collateral for the purposes described herein and to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign carry out the equity interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made transactions contemplated by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 (b) The execution, delivery and performance by each Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall and the pledge of the Collateral hereunder have been duly and properly authorized and do not be suspended and will not result in any violation of any material agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or hampered through legal procedure other governmental rule or regulation applicable to such Pledgor.
(c) This Agreement constitutes the legal, valid and binding obligation of each Pledgor enforceable against such Pledgor in accordance with its terms.
(d) As of the date hereof, each Pledgor is the direct and beneficial owner of each share of the Pledged Stock and Pledged Membership Interests set forth under such Pledgor’s name on Schedule A annexed hereto.
(e) All of the Pledged Stock and Pledged Membership Interests have been duly authorized, validly issued and is fully paid and nonassessable (as applicable).
(f) This Agreement creates and grants a valid first lien on and perfected security interest in the Collateral and the proceeds thereof, subject to no prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”), other than Permitted Encumbrances, or to any agreement purporting to grant to any third party a Lien upon the property or assets of any Pledgor which would include the Collateral, other than the Liens granted to U.S. Bank National Association (or other permitted successor thereof), for its benefit and the benefit of the holders of the Second Lien Debt (to the extent permitted by the Pledgor or any successors Intercreditor Agreement).
(g) Except to the extent disclosed to the Agent in writing, there are no restrictions on transfer of the Pledgor Pledged Stock or Pledged Membership Interests contained in the Certificate of Incorporation or by-laws (or Certificate of Formation, limited liability company agreement or other organizational documents, as the case may be) of any person authorized Issuer or otherwise which have not otherwise been enforceably and legally waived by the Pledgor or any other personnecessary parties.
6.3 (h) None of the Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(i) [intentionally omitted].
(j) No consent, approval, authorization or other order of any Person and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by any Pledgor warrants either (i) for the pledge of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement or (ii) for the exercise by the Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(k) No notification of the pledge evidenced hereby to any Person is required.
(l) As of the date hereof, the Pledged Stock and the Pledged Membership Interests constitute the indicated percentage of the issued and outstanding shares of capital stock and limited liability company interests of the Issuers thereof set forth on Schedule A annexed hereto.
(m) As of the date hereof, there are no existing options, warrants, calls or commitments of any such character whatsoever relating to any Collateral and no indebtedness or other security convertible into any Collateral.
(n) As of the date hereof any proxy or proxies heretofore given by such Pledgor to any Person or Persons relating to the Pledgee that in order to protect Pledged Stock or perfect the security over the payment Pledged Membership Interests have been revoked.
(o) As of the fees and performance date hereof, each Issuer that is a limited liability company has provided in its limited liability company certificates, certificate of formation, Operating Agreement or other governing documents that its equity interests are securities governed by Article 8 of the obligations under UCC. The representations and warranties set forth in this Section 4 shall survive the relevant agreements, the Pledgor shall execute in good faith execution and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise delivery of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions.
Appears in 1 contract
Representations and Warranties of Pledgor. 6.1 During On a continuing basis during the effective term of this Agreement, in the interests of Pledgee, Pledgor covenants represents and warrants to Pledgee that Pledgor shallthe Collateral Agent and to the Trust as follows:
6.1.1 Not transfer (i) the Pledgor has full power and authority to execute and deliver this Agreement and to perform and observe the provisions hereof, except as performance may be limited by bankruptcy, insolvency, reorganization, moratorium, or assign the equity interests, create other similar laws now or permit hereafter in effect relating to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of creditors' rights, present to Pledgee and general principles of equity (regardless of whether the noticesenforceability of such performance is considered in a proceeding in equity or at law);
(ii) the execution, orders or suggestions with respect to the Pledge issued or made delivery and performance of this Agreement by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request Pledgor does not contravene any requirement of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events law or any received notices which may affect material transactional restriction or adversely influence the Pledgor’s equity interest material agreement binding on or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by affecting the Pledgor or any successors of its assets;
(iii) this Agreement has been duly and properly executed and delivered by the Pledgor and constitutes a legal, valid and binding agreement of the Pledgor enforceable against such Pledgor in accordance with its terms, except as the enforcement of rights and remedies may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(iv) no Transfer Restrictions (other than the requirement of the Pledgor to cause the security interest created hereunder to be registered with the Companies Office Registry in the United Kingdom and any person authorized Transfer Restrictions created by this Agreement or the Trust) exist with respect to or otherwise apply to the assignment of, or transfer by the Pledgor or of possession of, any other person.
6.3 Pledgor warrants items of Collateral to the Pledgee that in order Collateral Agent hereunder, or the subsequent sale or transfer of such items of Collateral by the Collateral Agent pursuant to protect or perfect the security over terms hereof;
(v) except for the payment rights of the fees Trust and performance of the obligations Collateral Agent on the Trust's behalf established under the relevant agreements, this Agreement the Pledgor shall execute has all rights, title and interest in good faith and cause other parties who have interests in to the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required Collateral pledged by the Pledgee and assist the exercise of the rights and authorization vested in the Pledgee it under this Agreement., free and clear of all Liens (other than the Lien created by this Agreement) and Transfer Restrictions (other than Transfer Restrictions created by this Agreement), and has the right to pledge such Collateral as provided in this Agreement;
6.4 (vi) the Pledgor warrants to Pledgee that is not in default under any agreement by which the Collateral may be bound and no litigation, arbitration or administrative proceeding of which the Pledgor shall execute all documents with respect has received notice or service of process is pending, which default, litigation, arbitration or administrative proceeding is material to the changes Collateral in the context of certificate this Agreement;
(vii) upon (x) the execution of equity interests with this Agreement and (y) Delivery of the Pledgee Collateral to the Collateral Agent hereunder, the Collateral Agent, as agent of and on behalf of, the Trust, will obtain a valid first priority, perfected and enforceable security interest in, and a first lien on, such Collateral subject to no other Lien; and none of such Collateral is or the person (natural person/legal entity) designated shall be pledged by the Pledgee Pledgor as collateral for any other purpose; and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that (viii) the Pledgor is presently solvent under its laws of incorporation and is able to pay, and is paying, its debts as they come due, and anticipates that it will comply with and perform all guarantees, covenants, agreements, representations and conditions continue to be able to pay its debts as they come due for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditionsforeseeable future.
Appears in 1 contract
Sources: Security and Pledge Agreement (Nab Exchangeable Preferred Trust)
Representations and Warranties of Pledgor. 6.1 During Pledgor hereby represents and warrants as follows:
(a) Pledgor is, and, as to Pledged Collateral acquired by it from time to time after the effective term date hereof, Pledgor will be, the sole and exclusive owner or, as applicable, licensee of all Pledged Collateral. The pledge and security interest created by this Agreement shall not at any time be subject to any prior lien, pledge, security interest, encumbrance, license, assignment, collateral assignment or charge of any kind, including, without limitation, any filing or agreement to file a financing statement as debtor under the UCC or any similar statute or any subordination arrangement in favor of any party other than Pledgor (collectively, "Liens"), except for those Liens set forth on Schedule D hereto (collectively, "Prior Liens") and except as expressly permitted hereunder and under the Credit Agreement. Pledgor further represents and warrants to the Bank that Schedules A, B and C hereto, respectively, are true, correct and complete lists as of the date hereof of all Patents, Trademarks and Copyrights owned by Pledgor and that Schedules D, E and F hereto are true and correct with respect to the matters set forth therein as of the date hereof.
(b) Pledgor has full corporate power and authority to pledge and grant a security interest in the Pledged Collateral in accordance with the terms of this Agreement and this Agreement constitutes the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms.
(c) Except as set forth on Schedule E hereto and except for filings with the Patent and Trademark Office and under the UCC, no authorization, consent, approval, license, qualification or formal exemption from, nor any filing, declaration or registration with, any court (other than in connection with the exercise of judicial remedies), governmental agency or regulatory authority, or with any securities exchange or any other Person is required in connection with (1) the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement, or the execution, delivery or performance by Pledgor of this Agreement, (2) the grant of a security interest (including the priority thereof when the appropriate filings have been made and accepted) in the interests of Pledgee, Pledged Collateral by Pledgor covenants to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign in the equity interests, create or permit to create any pledges, which may have an adverse effect on manner and for the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made purpose contemplated by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist (3) the exercise of the rights and authorization vested remedies of the Bank created hereby.
(d) Pledgor has made and will continue to make all necessary filings and recordations from time to time and use appropriate statutory notice to protect its interests in the Pledgee under this AgreementPledged Collateral, including, without limitation, recordations of all its interests in the Patents and Trademarks in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to Copyrights in the United States Copyright Office, in each case as requested from time to time by Collateral Agent and in a manner consistent with prudent business practices.
6.4 (e) Pledgor warrants owns or has rights to Pledgee that Pledgor shall execute use all documents the Pledged Collateral and all rights with respect to any of the foregoing used in, necessary for or material to Pledgor's business as currently conducted and as contemplated to be conducted pursuant to the Loan Documents. To Pledgor's best knowledge after due inquiry, the use of such Pledged Collateral and all rights with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated foregoing by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform infringe on the rights of any Person and, except as set forth on Schedule F attached hereto, no material claim has been made and remains outstanding that Pledgor's use of the Pledged Collateral does or fully perform their guaranteesmay violate the rights of any third person.
(f) Upon filings and the acceptance thereof in the appropriate offices under the UCC and in the United States Patent and Trademark Office and the United States Copyright Office, covenantsthis Agreement will create a valid and, agreementswith respect to each U.S. Trademark, representations a duly perfected first priority lien and conditionssecurity interest in the United States in the Pledged Collateral, subject to no Liens other than Prior Liens. This Agreement has been duly and validly executed and delivered by Pledgor, constitutes the legal, valid and binding obligation of Pledgor and is enforceable against Pledgor in accordance with its terms.
Appears in 1 contract
Sources: Intellectual Property Security Agreement (Hemasure Inc)
Representations and Warranties of Pledgor. 6.1 During Pledgor represents and warrants that:
(A) The Pledge Stock being pledged is validly pledged to Secured Party. The Pledgor is the effective term direct and beneficial owner of the Pledge Stock being pledged.
(B) All of the shares of Pledge Stock being pledged by Pledgor have been duly and validly issued, are fully paid and nonassessable and are owned of record by Pledgor. Such shares constitute all of the issued and outstanding shares of the capital stock of the Company owned by Pledgor. Pledgor covenants and agrees that if any additional shares of capital stock of the Company of any class are acquired by Pledgor after the date hereof, the same shall constitute Pledge Stock and shall be pledged and delivered to the Secured Party simultaneously with such acquisition.
(C) The Pledge Stock being pledged by Pledgor and the proceeds thereof are subject to no security interests, liens, charges or encumbrances (other than those granted to the Secured Party under this Agreement, Agreement or any other agreement) and to no agreement purporting to grant to any third party a security interest in the interests Pledge Stock. Pledgor will not voluntarily sell, convey or otherwise dispose of Pledgeeany of the Pledge Stock, except as expressly permitted by Secured Party in writing in advance of such sale, conveyance or disposition. Pledgor covenants to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign the equity interestswill not create, create incur or permit to create exist any pledgespledge, which may have an adverse effect on the rights mortgage, lien, charge, encumbrance or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations security interest whatsoever with respect to any of the pledge Pledge Stock or the proceeds thereof, other than the security interests of rightsthe Secured Party created hereunder, present to Pledgee liens, charges, or encumbrances arising from the noticesSecured Party's own acts, orders or suggestions liens for taxes, assessments and governmental charges and levies upon the Pledge Stock being contested in good faith by appropriate proceedings diligently prosecuted and with respect to which adequate reserves have been set aside on the books of Pledgor, and as otherwise provided herein. Pledgor will not consent to or approve the issuance of any additional shares of capital stock of any class of the issuer of the Pledge issued or made Stock unless concurrently therewith certificates for such shares to be owned by the competent authority within five days upon receiving such noticesPledgor are pledged, orders or suggestions delivered to and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests deposited with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the PledgeeSecured Party.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions.
Appears in 1 contract
Representations and Warranties of Pledgor. 6.1 During Pledgor represents and warrants to Pledgee as follows (which representations and warranties shall be deemed continuing throughout the effective term of this Pledge Agreement), that: (a) all of the Equity is owned by Pledgor free of any liens or encumbrances, except for Pledgee’s security interest hereunder; (b) Pledgor has not taken any action to issue any equity in the Company, and the Equity constitutes all of the issued and outstanding equity of the Company; (c) except as provided in the Succession Agreement, in there are no contractual, charter or other restrictions upon the interests of Pledgee, Pledgor covenants to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign the equity interests, create or permit to create any pledges, which may have an adverse effect on the voting rights or benefits upon the transfer of any of the Pledgee; unless Pledged Collateral, and Pledgor has the Parties have agreed otherwise.
6.1.2 Comply right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral, consistent with and implement laws and regulations with respect to applicable law, without the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence other party; (d) this Pledge Agreement and the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any performance of Pledgor’s covenants obligations hereunder have been duly authorized, and obligations under this Agreement.
6.2 Pledgor agrees Pledge Agreement has been duly executed and delivered, by P▇▇▇▇▇▇ and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms, except to the extent that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not enforceability thereof may be suspended or hampered through legal procedure limited by the Medical Practice Act, by Chapter 301 of the Texas Business Organizations Code (“TBOC”), or by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (e) the execution, delivery and performance by Pledgor of this Pledge Agreement and the exercise by Pledgee of its rights and remedies hereunder do not and will not result in (i) the violation of the organizational documents of the Company or (ii) a material violation of any agreement, indenture, instrument or applicable law by which Pledgor or any successors the Company is bound or to which Pledgor or the Company is subject; and (f) no consent, filing, approval, registration or recording is required (i) for the pledge by Pledgor of the Pledgor Pledged Collateral pursuant to this Pledge Agreement or any person authorized (ii) to perfect the lien created by the Pledgor or any other person.
6.3 Pledgor warrants this Pledge Agreement, except in each case to the Pledgee extent that in order to protect such consent, filing, approval, registration or perfect the security over the payment of the fees and performance of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and recording has been obtained or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights and authorization vested in the Pledgee under this Agreementmade.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions.
Appears in 1 contract
Sources: Succession Agreement (bioAffinity Technologies, Inc.)
Representations and Warranties of Pledgor. 6.1 During The Pledgors shall make the effective term following representations and warranties to Yitongtianxia upon signing of this Agreement and confirm that Yitongtianxia has signed and implemented this Agreement in reliance of such representations and warranties:
5.1 The Pledgor legally holds the Equity Shares and has the right to provide security with such Equity Shares for Yitongtianxia.
5.2 Once the board of directors of Yitongtianxia exercises Yitongtianxia’s rights stipulated under this Agreement at any time, there will be no obstructions from any other parties.
5.3 Yitongtianxia has the right to exercise the Right of Pledge in such a way as provided by law and/or this Agreement.
5.4 The Pledgor has all the necessary competence to execute this Agreement and perform its obligations under this Agreement and has not violated any provisions of applicable laws and regulations.
5.5 Save and except the pledge under this Agreement, no encumbrances have been created over the Equity Shares held by the Pledgors (including but not limited to pledge).
5.6 On the date of this Agreement, there area no pending civil, administrative or criminal litigations, administrative penalties or arbitrations in relation to the interests Equity Shares, and to the reasonable judgment of Pledgeethe Pledgors, Pledgor covenants there will be no potential civil, administrative or criminal litigations, administrative penalties or arbitrations in relation to Pledgee that Pledgor shall:the Equity Shares.
6.1.1 Not transfer 5.7 There are no payable but unpaid taxes and fees, or assign to be completed but uncompleted legal proceedings or formalities in relation to the equity interests, create or permit to create any pledges, which may have an adverse effect Equity Shares on the rights or benefits date of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 Pledgor agrees that 5.8 All the Pledgee’s right terms of exercising the Pledge obtained from this Agreement are reached by its true intention and shall not be suspended or hampered through legal procedure by the Pledgor or any successors legally binding.
5.9 Yingzheng has maintained one (1) original and one (1) copy of the Pledgor or any person authorized share register. The original share register shall be maintained by Yingzheng and the Pledgor or any other personcopy shall be delivered to Yitongtianxia for record after completion of the registration of the equity pledge. Yingzheng guarantees that there are no discrepancies between the original and the copy of the share register, the registered matters are complete, true and accurate and consistent with the shareholder’s names registered with the Administration for Industry and Commerce.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment 5.10 Yingzheng will complete registration of the fees equity pledge under this Agreement in accordance with the requirement for a domestic limited liability company with the Guangzhou Administration for Industry and performance Commerce within ten (10) working days from the date of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions.
Appears in 1 contract
Sources: Equity Pledge Agreement (China Mobile Games & Entertainment Group LTD)
Representations and Warranties of Pledgor. 6.1 During Pledgor represents and warrants, as continuing representations and warranties so long as the effective term Credit Agreement remains in effect, that:
A. The individual signatory hereto has authority to execute and deliver this Stock Pledge on behalf of this AgreementPledgor.
B. No financing statement covering the Collateral, or any part thereof, has been filed with any filing officer other than in favor of Secured Party.
C. No other agreement, pledge or assignment covering the Collateral, or any part thereof, has been made and no security interest, other than the one created hereby or pursuant to pledges and security agreements previously made in favor of Secured Party on behalf of the Banks, has attached or been perfected in the interests of Pledgee, Pledgor covenants to Pledgee that Pledgor shall:
6.1.1 Not transfer Collateral or assign the equity interests, create or permit to create in any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwisepart thereof.
6.1.2 Comply with and implement laws and regulations D. No material dispute, right of setoff, counterclaim or defenses exist with respect to any part of the pledge Collateral.
E. All information supplied and statements made in any financial or credit statements or application for credit prior to the execution of rightsthis Stock Pledge are true and correct as of the date hereof in all material respects.
F. The Collateral, present (1) in the case of each Subsidiary, constitutes all the issued and outstanding capital stock (or other ownership interests) of each of the Subsidiaries, (2) have been duly authorized and issued to Pledgee 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 noticestime Secured Party's security interest attaches to any of the Collateral or its proceeds, orders 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 all persons whomsoever. The delivery at any time by Pledgor to Secured Party of Collateral or suggestions financing statements covering Collateral shall constitute a representation and warranty by Pledgor under this Stock Pledge that, with respect to the Pledge issued or made by the competent authority within five days upon receiving such noticesCollateral, orders or suggestions and comply with such noticeseach item thereof, orders or suggestions, or object to the foregoing matters at the reasonable request Pledgor is owner of the Pledgee or with consent from Collateral and the Pledgeematters heretofore warranted in this paragraph are true and correct.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions.
Appears in 1 contract
Sources: Pledge Agreement (Alrenco Inc)
Representations and Warranties of Pledgor. 6.1 During Each Pledgor represents and warrants to Collateral Agent that:
(a) Each Pledgor has the effective term of requisite power and authority to enter into this Agreement, in to pledge the interests of Pledgee, Pledgor covenants Collateral for the purposes described herein and to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign carry out the equity interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made transactions contemplated by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 (b) The execution, delivery and performance by each Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall and the pledge of the Collateral hereunder have been duly and properly authorized and do not be suspended and will not result in any violation of any material agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or hampered through legal procedure other governmental rule or regulation applicable to such Pledgor.
(c) This Agreement constitutes the legal, valid and binding obligation of each Pledgor enforceable against such Pledgor in accordance with its terms.
(d) As of the date hereof, each Pledgor is the direct and beneficial owner of each share of the Pledged Stock and Pledged Membership Interests set forth under such Pledgor’s name on Schedule A annexed hereto.
(e) All of the Pledged Stock and Pledged Membership Interests have been duly authorized, validly issued and is fully paid and nonassessable (as applicable).
(f) This Agreement creates and grants a valid lien on and perfected security interest in the Collateral and the proceeds thereof, subject to no prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”), other than Permitted Liens (as defined in the Indenture), or to any agreement purporting to grant to any third party a Lien upon the property or assets of any Pledgor which would include the Collateral, other than the Liens granted to Senior Agent (or other permitted successor thereof), for its benefit and the benefit of the holders of the Senior Lien Obligations (to the extent permitted by the Pledgor Intercreditor Agreement).
(g) Except with respect to Pledged Stock or any successors Pledged Membership Interests issued by SquareTwo Financial Canada Corporation, there are no restrictions on transfer of the Pledgor Pledged Stock or Pledged Membership Interests contained in the certificate of incorporation or by-laws (or certificate of formation, limited liability company agreement or other organizational documents, as the case may be) of any person authorized Issuing Entity or otherwise which have not otherwise been enforceably and legally waived by the Pledgor or any other personnecessary parties.
6.3 (h) None of the Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(i) [intentionally omitted].
(j) No consent, approval, authorization or other order of any Person and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by any Pledgor warrants either (i) for the pledge of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement or (ii) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(k) No notification of the pledge evidenced hereby to any Person is required.
(l) As of the date hereof, the Pledged Stock and the Pledged Membership Interests constitute the indicated percentage of the issued and outstanding shares of capital stock and limited liability company interests of the Issuing Entities thereof set forth on Schedule A annexed hereto.
(m) As of the date hereof, there are no existing options, warrants, calls or commitments of any such character whatsoever relating to any Collateral and no indebtedness or other security convertible into any Collateral.
(n) As of the date hereof any proxy or proxies heretofore given by such Pledgor to any Person or Persons relating to the Pledgee that in order to protect Pledged Stock or perfect the security over the payment Pledged Membership Interests have been revoked.
(o) As of the fees and performance date hereof, each Issuer that is a limited liability company has provided in its limited liability company certificates, certificate of formation, Operating Agreement or other governing documents that its equity interests are securities governed by Article 8 of the obligations under UCC. The representations and warranties set forth in this Section 4 shall survive the relevant agreements, the Pledgor shall execute in good faith execution and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise delivery of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions.
Appears in 1 contract
Sources: Second Lien Pledge Agreement (ReFinance America, LTD)
Representations and Warranties of Pledgor. 6.1 During Pledgor represents and -------------------------------------------- warrants that:
(A) The Pledge Stock being pledged is validly pledged to Secured Party. The Pledgor is the effective term direct and beneficial owner of the Pledge Stock being pledged.
(B) All of the shares of Pledge Stock being pledged by Pledgor have been duly and validly issued, are fully paid and nonassessable and are owned of record by Pledgor. Such shares constitute all of the issued and outstanding shares of the capital stock of the Company owned by Pledgor. Pledgor covenants and agrees that if any additional shares of capital stock of the Company of any class are acquired by Pledgor after the date hereof, the same shall constitute Pledge Stock and shall be pledged and delivered to the Secured Party simultaneously with such acquisition.
(C) The Pledge Stock being pledged by Pledgor and the proceeds thereof are subject to no security interests, liens, charges or encumbrances (other than those granted to the Secured Party under this Agreement, Agreement or any other agreement) and to no agreement purporting to grant to any third party a security interest in the interests Pledge Stock. Pledgor will not voluntarily sell, convey or otherwise dispose of Pledgeeany of the Pledge Stock, except as expressly permitted by Secured Party in writing in advance of such sale, conveyance or disposition. Pledgor covenants to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign the equity interestswill not create, create incur or permit to create exist any pledgespledge, which may have an adverse effect on the rights mortgage, lien, charge, encumbrance or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations security interest whatsoever with respect to any of the pledge Pledge Stock or the proceeds thereof, other than the security interests of rightsthe Secured Party created hereunder, present to Pledgee liens, charges, or encumbrances arising from the noticesSecured Party's own acts, orders or suggestions liens for taxes, assessments and governmental charges and levies upon the Pledge Stock being contested in good faith by appropriate proceedings diligently prosecuted and with respect to which adequate reserves have been set aside on the books of Pledgor, and as otherwise provided herein. Pledgor will not consent to or approve the issuance of any additional shares of capital stock of any class of the issuer of the Pledge issued or made Stock unless concurrently therewith certificates for such shares to be owned by the competent authority within five days upon receiving such noticesPledgor are pledged, orders or suggestions delivered to and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests deposited with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the PledgeeSecured Party.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions.
Appears in 1 contract
Representations and Warranties of Pledgor. 6.1 During Pledgor hereby warrants to the effective term Lender as follows:
(a) Schedule I and Schedule II are true, correct and complete in all respects;
(b) All of this Agreementthe pledged Ownership Interests of Pledgor (the “Pledged Interests”) consisting of shares of stock are in certificated form, and are registered in the interests name of PledgeePledgor;
(c) The Pledged Interests constitute at least the percentage of all the issued and outstanding Ownership Interests of Company as set forth on Schedule I;
(d) The Pledged Interests listed on Schedule I are the only Ownership Interests of Company in which Pledgor has any rights;
(e) All certificates evidencing the Pledged Interests of Pledgor have been delivered to the Agent (as defined in the Loan and Security Agreement) pursuant to the requirements of the Senior Debt Documents (as defined in the Loan and Security Agreement);
(f) Pledgor has good and marketable title to the Collateral. Pledgor is the sole owner of all of the Collateral, Pledgor covenants to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign the equity free and clear of all security interests, create or permit to create any pledges, which may have an adverse effect on voting trusts, agreements, liens, claims and encumbrances whatsoever, other than the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with first priority security interests, assignments and implement laws and regulations with respect liens granted to the pledge of rightsAgent under the Senior Debt Documents and the security interests, present to Pledgee the notices, orders or suggestions with respect assignments and liens granted to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations Lender under this Agreement.;
6.2 (g) Except for the first priority pledge and security interest granted to the Agent pursuant to the Senior Debt Documents, Pledgor agrees that has not heretofore transferred, pledged, assigned or otherwise encumbered any of its rights in or to the Pledgee’s right Collateral;
(h) Other than a requirement of exercising consent of other members contained in the Pledge obtained operating agreements governing the Ownership Interests (which such consent has been obtained), Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Agreement shall not be suspended or hampered through legal procedure by the Pledgor performance or any successors discharge of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreementsobligations, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist the exercise of the rights and authorization vested in the Pledgee under this Agreement.
6.4 Pledgor warrants to Pledgee that Pledgor shall execute all documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guaranteesduties, covenants, agreements, representations and conditions for liabilities contained in this Agreement;
(i) No action has been brought or threatened that might prohibit or interfere with the benefits execution and delivery of this Agreement or the performance or discharge of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guaranteesobligations, duties, covenants, agreements, representations and conditionsliabilities contained in this Agreement;
(j) Pledgor has full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any agreement to which Pledgor is a party or any law, order, ordinance, rule, or regulation to which Pledgor is subject or by which it is bound and do not constitute a default under any agreement or instrument binding upon Pledgor; and
(k) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of Pledgor and is fully enforceable against Pledgor in accordance with its terms.
Appears in 1 contract
Sources: Subordination and Intercreditor Agreement (Furiex Pharmaceuticals, Inc.)
Representations and Warranties of Pledgor. 6.1 During Pledgor hereby ----------------------------------------- represents and warrants to the effective term Secured Parties as follows:
(a) Pledgor is, and, as to Pledged Collateral acquired by it from time to time after the date hereof, Pledgor will be, the sole and exclusive owner or, as applicable, licensee of all Pledged Collateral. The pledge and security interest created by this Agreement shall not at any time be subject to any prior lien, pledge, security interest, encumbrance, license, assignment, collateral assignment or charge of any kind, including, without limitation, any filing or agreement to file a financing statement as debtor under the UCC or any similar statute or any subordination arrangement in favor of any party other than Pledgor (collectively, "Liens"). Pledgor ----- further represents and warrants to the Lender that Schedules A, B and C -------------------- hereto, respectively, are true, correct and complete lists as of the date hereof of all Patents, Trademarks and Copyrights owned by Pledgor and that Schedules D, E and F hereto are true and correct with respect to the -------------------- matters set forth therein as of the date hereof.
(b) Pledgor has full corporate power, authority and legal right to pledge and grant a security interest in the Pledged Collateral in accordance with the terms of this Agreement and this Agreement has been duly and validly executed and delivered by Pledgor, constitutes the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(c) Except as set forth on Schedule E hereto and except for filings ---------- with the Patent and Trademark Office, under the UCC and under applicable foreign law, no authorization, consent, approval, license, qualification or formal exemption from, nor any filing, declaration or registration with, any court (other than in connection with the exercise of judicial remedies), governmental agency or regulatory authority, or with any securities exchange or any other Person is required in connection with (1) the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement, or the execution, delivery or performance by Pledgor of this Agreement, (2) the grant of a security interest (including the priority thereof when the appropriate filings have been made and accepted) in, the Pledged Collateral by Pledgor in the interests of Pledgee, Pledgor covenants to Pledgee that Pledgor shall:
6.1.1 Not transfer or assign manner and for the equity interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee; unless the Parties have agreed otherwise.
6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights, present to Pledgee the notices, orders or suggestions with respect to the Pledge issued or made purpose contemplated by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.
6.1.3 Promptly notify Pledgee of any events or any received notices which may affect or adversely influence the Pledgor’s equity interest or any part of its right, and any events or any notices which may change any of Pledgor’s covenants and obligations under this Agreement.
6.2 Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the fees and performance of the obligations under the relevant agreements, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have interests to take action as required by the Pledgee and assist (3) the exercise of the rights and authorization vested remedies of the Lender created hereby.
(d) Pledgor has made and will continue to make all necessary filings and recordations from time to time and use appropriate statutory notice to protect its interests in the Pledgee under this AgreementPledged Collateral, including without limitation, appropriate recordations of its interests in the Patents and Trademarks in the United States Patent and Trademark Office and in corresponding offices wherever it does business using such Patents and Trademarks throughout the world and its claims to Copyrights in the United States Copyright Office, in each case including exclusive licenses and as otherwise requested from time to time by the Lender, but in any event all in a manner consistent with prudent and commercially reasonable business practices.
6.4 (e) Pledgor warrants owns or has rights to Pledgee that Pledgor shall execute use all documents the Pledged Collateral and all rights with respect to any of the foregoing used in, necessary for or material to Pledgor's business as currently conducted and as contemplated to be conducted pursuant to the Loan Documents. To Pledgor's best knowledge, the use of such Pledged Collateral and all rights with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person/legal entity) designated foregoing by the Pledgee and, within a reasonable time, provide all notices, orders and decisions regarded as necessary by the Pledgee.
6.5 Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform infringe on the rights of any Person and, except as set forth on Schedule F attached hereto, no material claim ---------- has been made and remains outstanding that Pledgor's use of the Pledged Collateral does or fully perform their guaranteesmay violate the rights of any third person.
(f) Upon filings and the acceptance thereof in the appropriate offices under the UCC and in the United States Patent and Trademark Office and the United States Copyright Office, covenantsthis Agreement will create a valid and duly perfected first priority lien and security interest in the United States in the Pledged Collateral, agreements, representations and conditionssubject to no Liens.
Appears in 1 contract
Sources: Intellectual Property Security Agreement (Engage Technologies Inc)