Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted): (a) Exhibit A sets forth (i) the 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 legal 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, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the 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 any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any 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 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 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 Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and (h) Neither Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Appears in 2 contracts
Sources: Pledge Agreement (Sonterra Resources, Inc.), Pledge Agreement (Sonterra Resources, Inc.)
Representations and Warranties of Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth (i) the authorized capital stock or and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock or and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or and other equity interests of each Pledge Entity held by such Pledgor. Subject to the liens, pledges and security interests set forth in Section 3.1(o) of the Purchase Agreement (the “Existing Liens”), such Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged SharesInterests of such Pledgor, and subject to the Existing Liens, 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 the Pledgee created by this Agreement;
(b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares Interests or any of the other Pledged Collateral;
(c) this This Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(d) the The Pledged Shares Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Shares Interests listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities;
(e) no No consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to the Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of the Pledgor or any Pledge Entity or of any securities issued by the Pledgor or any Pledge Entity or subject to the obtaining of a waiver agreement from the holder of the Existing Liens of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which is binding upon the Pledgor or any Pledge Entity or upon any of the assets of the Pledgor or any Pledge Entity, and subject to the Existing Liens will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the 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 The pledge, assignment and delivery of the Pledged Shares Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares Interests and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, the security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged Collateralinterests reflected on Exhibit B-1. Until this Agreement is terminated pursuant to Section 11 hereof, the Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest subject to the Existing Liens in and to the Pledged SharesInterests, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither the Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Appears in 2 contracts
Sources: Pledge Agreement, Pledge Agreement (OncBioMune Pharmaceuticals, Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee, Agent and covenants with Pledgee, that for so long the other Secured Parties as the Liabilities remain outstanding follows (other than indemnity obligations for which no claim is asserted):
representations and warranties shall be deemed continuing): (a) Exhibit A sets forth Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex A; (ib) all of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Agent’s security interest hereunder and the Permitted Liens; (c) the 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) Pledged Collateral constitutes the percentage of the issued and outstanding shares of capital stock or other equity interests Equity Interests of each Pledge Entity held by Pledgor. Pledgor is of the legal and beneficial owner of, and has good and marketable title to, Companies identified on Annex A hereto; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of 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;
Collateral; (be) Except as set forth on Exhibit Arequired under the Intercreditor Agreement, there are no outstanding optionsPledgor has the right to vote, warrants pledge and grant a security interest in or other similar agreements with respect to otherwise transfer the Pledged Shares Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents of Pledgor or any of the other Pledged Collateral;
Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (cf) this Agreement is the has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such the enforceability is subject to applicable thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and insolvency or other similar laws of general application affecting the enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
rights; (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 any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(fg) the execution, delivery and performance by Pledgor of this Agreement will and the exercise by Agent of its rights and remedies hereunder do not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any 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 violation of any lien, charge or encumbrance on or security interest in any of the assets organizational documents of Pledgor, any agreement, indenture, instrument or law by which Pledgor or any Pledge EntityCompany is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, except as otherwise contemplated by this Agreement;
filing, approval, registration or recording is required (g1) 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 pledge by Pledgor of its respective portion of the Pledged Shares and the other 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 or (2) except for the proceeds thereof in favor filing of Pledgeean appropriate UCC financing statement, 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 perfect the property or assets of Pledgor which would include the Pledged Shares or any other Pledged Collateral. Until Lien created by 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 Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesextent that a Lien created by this Agreement can be perfected by filing a financing statement); and
(h) Neither Pledgor nor any Pledged Entity (i) will become none of the Pledged Collateral is held or maintained in the form of a person whose property securities entitlement or interests credited to any securities account; and (j) if the Pledged Collateral is certificated, Pledgor shall cause such certificates or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in property are blocked or subject form and substance satisfactory to blocking pursuant Agent and Required Holders to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten be delivered 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderAgent.
Appears in 2 contracts
Sources: Pledge Agreement (Pacific Ethanol, Inc.), Pledge Agreement (Pacific Ethanol, Inc.)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long the Company as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):follows:
(a) Exhibit Pledgor is domiciled in and is a bona fide resident of the State of Texas.
(b) Pledgor acknowledges that the pledge fees ("the Securities") will be acquired as an investment for Pledgor's own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and Pledgor has no present intention of selling, granting participation in, or otherwise distributing the same; that the Securities are restricted securities within the meaning of Rule 144 promulgated pursuant to the Securities Act of 1933 (the "Securities Act") and are subject to substantial restrictions on transfer; and that any and all certificates representing the Securities and any and all securities issued in replacement thereof or in exchange therefor shall bear the following legend, or one substantially similar thereto, which the Pledgor has read and understands: The Securities represented by this Certificate have not been registered under the Securities Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 under the Act. The Securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company.
(c) The Pledgor further agrees that the Company shall have the right to give stop transfer instructions in its records against any transfer of the pledge fees, and acknowledges that the Company has informed Pledgor of its intention to issue such instructions.
(d) The Pledgor has been furnished with the Company's Confidential Business Plan dated December 12, 1997, audited financial statements for ▇.▇. ▇▇▇▇ Group, Inc. as of December 31, 1997 and unaudited monthly financial statements for ▇.▇. ▇▇▇▇ Group, Inc. and subsidiaries since August 1997. Pledgor acknowledges that the Company will, upon written request made by Pledgor, provide without charge copies of all documents identified in the Confidential Business Plan.
(e) Pledgor has had an opportunity to ask questions of and receive satisfactory answers from duly designated representatives of the Company and has been afforded an opportunity to examine such documents and other information which she has requested for the purpose of verifying the information set forth in the referred to above and for the purpose of answering any question she may have concerning the business, affairs and financial condition of the Company. Pledgor understands that the Confidential Business Plan does not, and does not purport to, contain all information material to the making of an informed investment decision.
(f) Pledgor understands that the Securities are unregistered and must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. Pledgor further acknowledges that she is fully aware of the applicable limitations on the resale of the Securities. The Rule permits sales of "restricted securities" held for not less than two years and upon compliance with the requirements of such Rule. If the Rule is available to Pledgor, Pledgor may make only routine sales of the Securities in limited amounts in accordance with the terms and conditions of that Rule. The Company is the only person which may register its Securities under the Act and it currently is not contemplating registering any of its Securities. The Company has not made any representations, warranties or covenants to Pledgor regarding the registration of the Securities or compliance with Regulation A sets forth or some other exemption under the Act.
(g) Pledgor is an investor who directly or with the assistance of her representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company based upon the information furnished to her; her personal knowledge of the business and affairs of the Company; the records, files and plans of the Company to all of which she has had full access; such additional information as she may have requested and has received from the Company; and the independent inquiries and investigations undertaken by it.
(h) Pledgor is an "accredited investor" as that term is defined in Rule 501 under the Securities Act of 1933; can bear the economic risk of loss of her entire investment; she has adequate means for providing for her current needs and personal contingencies; and she has no need for liquidity with respect to her investment in the Securities.
(i) All information, representations and warranties contained herein or otherwise given or made to the 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 Company by Pledgor are issued correct and outstanding complete as of the date hereofof this Agreement, and (iii) the percentage if there should be any material change in such information prior to closing of the issued and outstanding shares offering of capital stock the Securities, she will immediately furnish such revised or other equity interests of each Pledge Entity held corrected information to the Company.
(j) No person has given any information or made any representation not contained in the Disclosure Document referred to above or otherwise provided to Pledgor in writing by Pledgora person authorized by Company or Broker. Pledgor is the legal understands and beneficial owner ofagrees that any information or representation not contained therein must not, and has good will not, be relied upon 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;that nothing contained therein should be construed as legal or tax advice to Pledgor.
(bk) Except as set forth on Exhibit A, there are no outstanding options, warrants No person has made any direct or other similar agreements indirect representation or warranty of any kind to Pledgor with respect to the Pledged Shares or any economic return which may accrue as a result of the transaction. Pledgor has consulted with its own tax counsel and other Pledged Collateral;advisors with respect to an investment in the Company.
(cl) Notwithstanding anything contained herein to the contrary, the parties acknowledge and agree that the pledge of the CD as collateral securing payment of the Loan does not involve the offer or sale of a security under federal or state law and, in any event, neither this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and nor any other laws of general application affecting enforcement of creditors’ rights generally, written or the availability of equitable remedies, which are subject to the discretion of the 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 oral statement or other equity interests of the Pledge Entities;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of Pledgor is required representation made in connection with the pledge and security interest granted under this Agreement;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law shall be deemed to be an admission by the Company that the transactions contemplated hereby involve, in whole or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any 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 Collateralpart, the pledge, assignment and delivery offer or sale of the Pledged Shares and the other 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 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 Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive ordersecurity.
Appears in 1 contract
Representations and Warranties of Pledgor. The Pledgor hereby represents and warrants to Pledgeethe Pledgee as follows and acknowledges that the Pledgee is relying on such representations and warranties in accepting the grant of a security interest in the Collateral as security for the Obligations, which representations and covenants with Pledgee, that for so long as warranties shall survive the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):execution and delivery of this Agreement and the delivery of the MMA Account:
(a) Exhibit A sets forth (i) The Pledgor is a corporation duly validly existing and in good standing under the law of the State of New Jersey and has the corporate power and authority to own its property and to carry on its business as presently carried on or proposed to be carried on and is duly qualified and authorized capital stock to carry on business wherever the nature of its properties or other equity interests of each Pledge Entity, activities require such qualification and authorization.
(ii) The Pledgor is the number of shares of capital stock or other equity interests of each Pledge Entity that are issued registered and outstanding as beneficial owner of the date hereofMMA Account, and the MMA Account is free and clear of any charge, lien, pledge, hypothecation, restriction, security interest or encumbrance of any kind whatsoever. The Pledgor has the full right, power and authority to pledge, grant a security interest in and deliver the Collateral.
(iii) the percentage No person has any agreement or option or any right or privilege capable of becoming an agreement or option to acquire any right or interest in any of the issued and outstanding shares of capital stock or other equity interests of each Pledge Entity held by Pledgor. Collateral.
(iv) The Pledgor is will be the legal and beneficial owner ofof the Derived Rights, and has good and marketable title to, the Pledged Shares, and such shares are and will Derived Rights shall remain free and clear of all liens, charges, pledges, liensencumbrances, claims, counterclaims, set-offs and contra-accounts whatsoever.
(v) The Pledgor has the exclusive right and power to enter into this Agreement and to pledge, hypothecate, assign, deliver, and grant a security interests interest in and to otherwise deal with the Collateral and all necessary consents, instruments, approvals and resolutions have been obtained or passed in order for the Pledgor to deliver the MMA Account and to assign the Derived Rights to the Pledgee for and on behalf of the Pledgee, for the Collateral to be transferred to the Pledgee and for the Pledgee to realize on the Collateral.
(vi) The Collateral and the right and power to pledge, hypothecate, sell, transfer, assign, deliver and otherwise deal with the same are not subject to any restrictions, conditions, provisos or limitations imposed under any law, regulation, rule or other encumbrances similar statute of any other competent jurisdiction.
(vii) Neither the execution and restrictions whatsoever, except the liens and security interests in favor delivery of Pledgee created by this Agreement, the consummation of the transactions herein contemplated nor the compliance with the terms, conditions and provisions hereof will conflict with or result in a breach of any of the terms, conditions or provisions of:
(a) any material agreement, instrument or arrangement to which the Pledgor is now a party or by which the Pledgor is or may be bound, or constitute a default thereunder;
(b) Except as set forth on Exhibit Aany judgment or order, there are no outstanding optionswrit, warrants injunction or other similar agreements with respect to the Pledged Shares or decree of any of the other Pledged Collateralcourt;
(c) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, law or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be broughtgovernmental regulation;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and noncertificate of incorporation or by-assessable, and the Pledged Shares listed on Exhibit A constitute all laws of the issued and outstanding capital stock or other equity interests of the Pledge Entities;Pledgor; or
(e) no consentany shareholders' agreement.
(viii) No action of, approval or authorization of or designation or filing with with, any governmental or regulatory public body or authority on the part of Pledgor is required to authorize, or is otherwise required in connection with the pledge and security interest granted under this Agreement;
(f) with, the execution, delivery and performance of this Agreement will not violate by the Pledgor.
(ix) There are no actions, suits or proceedings pending or, threatened, nor, is there any provision pending investigation against or involving the Pledgor at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or before any arbitrator of any applicable law or regulation or kind, which involve a reasonable possibility, so far as the Pledgor can foresee, of any material adverse change in the financial affairs of the Pledgor and the Pledgor is not in default with respect to any judgment, order, judgment, writ, award injunction, decree, rule or decree regulation of any court, arbitrator or federal, provincial, state, municipal or other governmental authoritydepartment, commission, board, bureau, agency or instrumentality, domestic or foreign, which are applicable to Pledgorinvolves a reasonable possibility, or so far as the Pledgor can foresee, of any material adverse change in the financial affairs of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any 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;Pledgor.
(gx) assuming the Pledgee retains control of and holds all certificates and executed stock powers for the Pledged Shares and the Pledged Collateral, the The pledge, assignment assignment, hypothecation and delivery of the Pledged Shares and the other 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 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 Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Appears in 1 contract
Sources: Assignment and Pledge Agreement (Mikron Infrared Inc)
Representations and Warranties of Pledgor. The Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth (i) the authorized capital stock or and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock or and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or and other equity interests of each Pledge Entity held by such Pledgor. Such Pledgor is the legal record and beneficial owner of, and has good and marketable title (subject to the Senior Security Interest) to, the Pledged SharesInterests of such Pledgor, and such shares are and will remain (in each case other than the Senior Security Interest) 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, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares Interests or any of the other Pledged Collateral;
(c) this This Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(d) the The Pledged Shares Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Shares Interests listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities;
(e) no No consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to the Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of the Pledgor or any Pledge Entity or of any securities issued by the Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which is binding upon the Pledgor or any Pledge Entity or upon any of the assets of the Pledgor or any Pledge Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the 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 The pledge, assignment and delivery of the Pledged Shares Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first junior lien on and perfected first junior priority security interest in such Pledged Shares Interests and Pledged Collateral and the proceeds thereof in favor of Pledgee, and, other than the Senior Security Interest, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares Interests or any other Pledged Collateral. Until this Agreement is terminated pursuant to Section 11 hereof, the Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Pledged SharesInterests, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesentities other than pursuant to the Prior Security Agreement and the Senior Security Interest; and
(h) Neither the Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Appears in 1 contract
Sources: Pledge Agreement (BTCS Inc.)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgeewarrants, and covenants with Pledgeeas of the date hereof, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth 3.1 Pledgor (i) is the authorized capital stock or other equity interests record and beneficial owner of each Pledge Entity, (ii) the number of shares of capital stock or other equity interests of each Pledge Entity that are issued Pledged Interests to the extent and outstanding in the manner set forth in Exhibit A attached hereto as of the date hereof, and (iiiii) the percentage of the issued will own any Pledged Interests and outstanding shares of capital stock or other equity interests of each Pledge Entity held by Pledgor. Pledgor is the legal and beneficial owner ofCollateral hereafter acquired, and has good and marketable title toin either case, the Pledged Shares, and such shares are and will remain free and clear of all pledgesclaims, liensLiens, options and encumbrances of any kind and Pledgor has the right and authority to pledge and assign its portion of the Pledged Interests and grant a security interests interest therein as herein provided.
3.2 The execution, delivery and other encumbrances and restrictions whatsoeverperformance of this Agreement by Pledgor will not cause a violation of or a default under the Organizational Documents of Pledgor or the Pledged Entities.
3.3 The pledge, except the liens assignment, lien and security interests interest made and granted hereunder constitutes a valid pledge, assignment, lien and security interest of, on and in favor of Pledgee created by this Agreement;
(b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any all of the other Pledged Collateral;
(c) this Agreement is Collateral owned by Pledgor; and, upon the legal, valid and binding obligation filing of a financing statement in the state of organization of Pledgor, enforceable against Pledgor such lien and security interest shall constitute a perfected first-priority lien and security interest on and in accordance with its terms except the Collateral, which lien and security interest, to the extent that provided in the Code, shall be enforceable as such enforceability is against all creditors of Pledgor and any person or entity purporting to purchase or otherwise acquire any Collateral from Pledgor (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance moratorium or other similar laws relating to or affecting the rights of creditors generally).
3.4 The Organizational Documents are described on Exhibit B hereto. True, correct and moratorium laws complete copies of the Organizational Documents have been delivered to the Administrative Agent, each of which is in full force and effect, has not been Modified except to the extent indicated therein and there are no defaults under the Organizational Documents and no events which, with the passage of time or giving of notice or both, would constitute a default under the Organizational Documents.
3.5 The state of formation and the mailing address of Pledgor are set forth on Exhibit C hereto. No change has been or will be made in the state of formation or the mailing address of the Pledged Entities or Pledgor except upon at least thirty (30) days’ prior notice to Administrative Agent and the delivery to Administrative Agent of such financing statements and other laws of general application affecting enforcement of creditors’ rights generallydocuments as Administrative Agent may require in connection therewith.
3.6 No approval by, or the availability of equitable remediesauthorization of, which are subject to the discretion of the 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 any federal, state or other governmental commission, agency or regulatory authority on the part of Pledgor is required necessary in connection with the pledge and security interest granted under this Agreement;
(f) the execution, delivery and performance by Pledgor of this Agreement will or to perfect the security interests granted herein.
3.7 Other than rights of setoff granted to financial institutions with respect to accounts that may hold cash that constitutes a portion of the Collateral, there are no setoffs, counterclaims or defenses with respect to the Collateral owned by Pledgor and no agreement, oral or written, has been made with any other person or party under which any deduction or discount may be claimed with respect to such Collateral and Pledgor does not violate any provision know of any applicable law fact which would prohibit or regulation prevent Pledgor assigning or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any 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 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 granting a security interest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged Collateral. Until this Agreement is terminated pursuant to Section 11 hereof.
3.8 The pledge, Pledgor covenants and agrees that it will defendassignment, for the benefit of Pledgee, Pledgee’s right, title lien and security interest in made and granted hereunder and the exercise of remedies by Administrative Agent hereunder do not violate, and do not require that any filing, registration or other act be taken with respect to, any Requirements of Law pertaining to the Pledged Sharesregistration or transfer of securities, including without limitation the Securities Act of 1933 and the Securities Exchange Act of 1934, and any and all rules and regulations promulgated thereunder (as such laws may be Modified from time to time, collectively, the “Securities Laws”). The Pledged Interests are represented by a “certificated security” as that term is defined in Section 8-102 of the Code. Pledgor shall at all times comply with the Securities Laws as the same pertain to all or any portion of the Collateral or pledge, assignment, lien and security interest made and granted hereunder.
3.9 No approval by or authorization or consent of any other Person is necessary to authorize or validate the execution and delivery of this Agreement, or if such approval, authorization, or consent is necessary, it is evidenced by the Consent and Waiver attached hereto or otherwise obtained.
3.10 The interests comprising the Collateral, including the Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither Pledgor nor any Pledged Entity Interests (i) will become a person whose property are not dealt in or interests traded on securities exchanges or in property securities markets and (ii) are blocked or subject to blocking pursuant to not “investment company securities” (as defined in Section 1 8-103(b) of Executive Order 13224 the Code).
3.11 The Pledgor hereby represents and warrants that (i) the terms of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001)the Organizational Documents governing each of the Pledged Interests expressly provide that the Pledged Interests are securities governed by Article 8 of the UCC as in effect in each applicable jurisdiction, (ii) will engage Section 13.2 of the Operating Agreement is in any dealings or transactions prohibited by Section 2 of such executive orderfull force and effect, or and (iii) will otherwise become the certificates evidencing the Pledged Interests contain a person on legend substantially as follows: “This certificate evidences an interest in [NAME OF ENTITY WITH RESPECT TO PLEDGED LLC INTEREST] and shall be a security governed by Article 8 of the list Uniform Commercial Code as in effect in the State of Specially Designated Nationals and Blocked Persons or subject New York and, to the limitations or prohibitions under any extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other Office of Foreign Asset Control regulation or executive orderapplicable jurisdiction.”
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth (i) the 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 legal record and beneficial owner of, and has good and marketable legal title to, the Pledged SharesInterests listed on Exhibit A, and such shares interests are and will remain and all other interests constituting Pledged Collateral will be, 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 Pledgor has full power, authority and legal right to execute the pledge provided for herein and to pledge the Pledged Interests and any additional Pledged Collateral to Pledgee, for the benefit of the Pledgee and the Lenders;
(c) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance with its terms, except as set forth on Exhibit Asuch enforceability may be limited by applicable bankruptcy, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally;
(d) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged CollateralInterests;
(c) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(de) the Pledged Shares Interests have been been, and all additional Pledged Collateral constituting membership interests or other similar equity interests will be, duly and validly authorized and issued, and are or will be fully paid and non-assessable, and the . The Pledged Shares Interests listed on Exhibit A constitute all of the issued and outstanding capital stock membership interests or other equity interests of the Pledge EntitiesPledged Entities described therein which are owned by Pledgor;
(ef) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement, or the exercise by Pledgee of the voting and other rights provided for in this Agreement;
(fg) the execution, delivery and performance of this Agreement by Pledgor will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgordomestic or foreign, or of the articles charter or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents by-laws of Pledgor or any Pledge Pledged Entity or of any securities issued by Pledgor or any Pledge Pledged Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or any Pledge Pledged Entity is a party or which is purports to be binding upon Pledgor or any Pledge Pledged Entity or upon any of the assets of Pledgor or any Pledge Entitytheir respective assets, 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, Pledged Entity except as otherwise contemplated by this Agreement;
(gh) 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 to Pledgee of the Pledged Shares and the other Pledged Collateral Interests pursuant to this Agreement creates a valid first lien on and a first perfected first priority security interest in such the Pledged Shares and Pledged Collateral Interests and the proceeds thereof in favor of Pledgee, for the benefit of Pledgee and the Lenders, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged CollateralInterests. Until this Agreement is terminated pursuant to Section 11 hereof, Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, defend Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral Interests and the proceeds thereof against the claims and demands of all other persons or entitieswhomsoever; and
(h) Neither Pledgor nor any Pledged Entity (i) the Pledged Interests and all additional Pledged Collateral constituting membership interests are and 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderremain certificated.
Appears in 1 contract
Sources: Pledge Agreement (CardioVascular BioTherapeutics, Inc.)
Representations and Warranties of Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):
(a) that: Exhibit A sets forth (i) the authorized capital stock or and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock or and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or and other equity interests of each Pledge Entity held by such Pledgor. Subject to the liens, pledges and security interests set forth in Section 3.1(o) of the Purchase Agreement (the "Existing Liens"), such Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged SharesInterests of such Pledgor, and subject to the Existing Liens, 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 the Pledgee created by this Agreement;
(b) ; Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares Interests or any of the other Pledged Collateral;
(c) this ; This Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ ' rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(d) the ; The Pledged Shares Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Shares Interests listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities;
(e) no ; No consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the ; The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to the Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of the Pledgor or any Pledge Entity or of any securities issued by the Pledgor or any Pledge Entity or subject to the obtaining of a waiver agreement from the holder of the Existing Liens of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which is binding upon the Pledgor or any Pledge Entity or upon any of the assets of the Pledgor or any Pledge Entity, and subject to the Existing Liens will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the 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 ; The pledge, assignment and delivery of the Pledged Shares Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares Interests and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, the security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged Collateral. interests reflected on Exhibit B. Until this Agreement is terminated pursuant to Section 11 hereof, the Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s 's right, title and security interest subject to the Existing Liens in and to the Pledged SharesInterests, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Appears in 1 contract
Sources: Pledge Agreement (Esports Entertainment Group, Inc.)
Representations and Warranties of Pledgor. The Pledgor represents and warrants to Pledgeethe Collateral Agent, and covenants with Pledgeethe Collateral Agent, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth (i) the authorized capital stock or and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock or and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or and other equity interests of each Pledge Entity held by such Pledgor. Such Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged SharesInterests of such Pledgor, and such shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of Pledgee the Collateral Agent created by this Agreement;
(b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares Interests or any of the other Pledged Collateral;
(c) this This Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(d) the The Pledged Shares Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Shares Interests listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities;
(e) no No consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to the Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of the Pledgor or any Pledge Entity or of any securities issued by the Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which is binding upon the Pledgor or any Pledge Entity or upon any of the assets of the Pledgor or any Pledge Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the 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 The pledge, assignment and delivery of the Pledged Shares Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares Interests and Pledged Collateral and the proceeds thereof in favor of Pledgeethe Collateral Agent, subject to no prior pledge, lien, mortgage, hypothecation, the security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged Collateral. interests reflected on Exhibit B. Until this Agreement is terminated pursuant to Section 11 hereof, the Pledgor covenants and agrees that it will defend, for the benefit of Pledgeethe Collateral Agent and each other Purchaser, Pledgeethe Collateral Agent’s right, title and security interest in and to the Pledged SharesInterests, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesPersons; and
(h) Neither the Pledgor nor any Pledged Entity (i) will become a person 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 Person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Appears in 1 contract
Sources: Securities Purchase Contract (Ascent Solar Technologies, Inc.)
Representations and Warranties of Pledgor. Pledgor represents ----------------------------------------- and warrants to Pledgee, and covenants with Pledgee, Pledgee that for so long as of the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):Closing Date:
(a) Exhibit A sets forth (i) the 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 legal record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares are and will remain the Collateral is free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, Liens except the liens and security interests in favor of Pledgee Liens created by this Agreement. Exhibit A sets forth (i) the authorized capital stock of each Subsidiary, (ii) the number of shares of capital stock of each Subsidiary that are issued and outstanding as of the date hereof, and (iii) the number of shares of capital stock of each Subsidiary held in its treasury;
(b) Except as set forth on Exhibit APledgor has full power, there are no outstanding options, warrants or other similar agreements with respect authority and legal right to execute the Pledged Shares or any of pledge provided for herein and to pledge the other Pledged CollateralCollateral to Pledgee;
(c) this Agreement is the has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, Pledgor enforceable against Pledgor in accordance with its terms terms, except to the extent that such enforceability is subject to applicable as limited by bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and or other laws of general application affecting relating to the enforcement of creditors’ creditor rights generally, or the availability and general principles of equitable remedies, which are subject to the discretion of the court before which an action may be broughtequity;
(d) Pledgor holds no options, warrants or other agreements with respect to the issuance of additional shares of capital stock of any Subsidiary and, to the best of Pledgor's knowledge, no options, warrants or other agreements with respect to issuance of additional shares of capital stock of any Subsidiary exist;
(e) the Foreign Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable, assessable and the Pledged Shares listed on Exhibit A constitute all represent sixty-five percent (65%) of the issued and outstanding shares of capital stock or other equity interests of the Pledge Entitieseach Foreign Subsidiary;
(ef) the Domestic Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and represent one hundred percent (100%) of the issued and outstanding shares of capital stock of each Domestic Subsidiary;
(g) no consent, approval or authorization of or designation or filing with any federal, state or other governmental authority or regulatory authority body on the part of Pledgor is required in connection with the pledge execution, delivery and security interest granted under performance of this Agreement, the granting of Liens in the Collateral by Pledgor or the exercise by Pledgee of the voting and other rights provided for in this Agreement;
(fh) the execution, delivery and performance of this Agreement by Pledgor will not violate any provision of (i) any applicable law or regulation or of regulation, (ii) any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to domestic or foreign, (iii) the charter or by-laws of Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of (iv) any securities issued by Pledgor Pledgor, or any Pledge Entity or of (v) any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or any Pledge Entity is a party or which is purports to be binding upon Pledgor or any Pledge Entity or upon any of the assets of Pledgor or any Pledge Entityits assets, and will not result in the creation or imposition of any lien, charge or encumbrance Lien on or security interest in any of the assets of Pledgor or any Pledge Entity, except as otherwise contemplated by this Agreement;; and
(gi) assuming the Pledgee retains control of pledge 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 Pledged Collateral pursuant to this Agreement creates a valid first lien Lien on and perfected first priority security interest in such Pledged Shares and Pledged the Collateral and the proceeds thereof in favor of Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or Liens nor to any agreement purporting to grant to any third party a security interest any Liens in the property or assets of Pledgor 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 defenddefend all of the right, title and interest of Pledgee in and to the Collateral, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderwhomsoever.
Appears in 1 contract
Representations and Warranties of Pledgor. Each Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth (i) the 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. Such Pledgor is the legal record and beneficial owner of, and has good and marketable legal title to, the Pledged Shares, including without limitation such shares listed on Exhibit A, and such shares are and will remain and all other Equity Interests constituting Pledged Collateral will be, 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 Such Pledgor has full corporate power, authority and legal right to execute the pledge provided for herein and to pledge the Pledged Shares and any additional Pledged Collateral to Pledgee, for the benefit of the Pledgee and the Secured Creditors;
(c) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except as set forth on Exhibit Asuch enforceability may be limited by applicable bankruptcy, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally;
(d) there are no outstanding options, warrants or other similar agreements to which such Pledgor or such Issuer is a party (or by which either is bound) with respect to the Pledged Shares or any of the other Pledged CollateralShares;
(c) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(de) the Pledged Shares have been been, and all additional Pledged Collateral constituting capital stock will be, duly and validly authorized and issued, and are or will be fully paid and non-assessable, and the . The Pledged Shares listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests Equity Interests of the Pledge EntitiesIssuers except as otherwise noted on such exhibit;
(ef) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of such Pledgor is required in connection with the pledge and security interest granted under this Agreement, or the exercise by Pledgee of the voting and other rights provided for in this Agreement;
(fg) the execution, delivery and performance of this Agreement by such Pledgor will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgordomestic or foreign, or of the articles charter or certificate by-laws of incorporation, certificate of formation, bylaws or any other similar organizational documents of such Pledgor or any Pledge Entity Issuer or of any securities issued by Pledgor or any Pledge Entity Issuer or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which such Pledgor or any Pledge Entity Issuer is a party or which is purports to be binding upon such Pledgor or any Pledge Entity Issuer or upon any of the assets of Pledgor or any Pledge Entitytheir respective assets, 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 such Pledgor or any Pledge Entity, Issuer except as otherwise contemplated by this Agreement;; and
(gh) 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 to Pledgee of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and a first perfected first priority security interest in such the Pledged Shares and Pledged Collateral and the proceeds thereof in favor of Pledgee, for the benefit of Pledgee and the Secured Creditors, 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 such Pledgor which would include the Pledged Shares or any other Pledged CollateralShares. Until this Agreement is terminated pursuant to Section 11 hereof, Each Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, defend Pledgee’s right, title and security interest in and to the Pledged Shares, Shares and the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitieswhomsoever; and
(h) Neither Pledgor nor any Pledged Entity provided, that (i) will become a person whose property consents, approvals or interests authorizations of or designations or filings with governmental authorities on the part of such Pledgor may be required in property are blocked or subject connection with the security interest granted under this Agreement with respect to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property any Equity Interests in an Issuer other than DNAC and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage Pledgee may not foreclose on (or otherwise exercise remedial action with respect to) Pledged Collateral unless and until Pledgee (and any purchaser thereof, in any dealings the case of a sale) has obtained all consents, approvals and authorizations of, and made all designations or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject filing with applicable governmental authorities to the limitations extent required by applicable laws, regulations or prohibitions under any other Office orders (and otherwise comply with the provisions of Foreign Asset Control regulation or executive orderthe last sentence of Section 7 below).
Appears in 1 contract
Sources: Pledge Agreement (Darwin Professional Underwriters Inc)
Representations and Warranties of Pledgor. Pledgor represents and ----------------------------------------- warrants to Pledgee, and covenants with Pledgeefor the benefit of the Lenders, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) With respect to each Subsidiary the shares of which are pledged hereunder, Exhibit A sets forth (i) the authorized capital stock or other equity interests of each Pledge Entitysuch Subsidiary other than those Subsidiaries listed on Schedule I hereto, (ii) the ---------- number of shares of capital stock or other equity interests of each Pledge Entity such Subsidiary that are issued and outstanding as of the date hereof, hereof and (iii) the percentage number of the issued and outstanding shares of capital stock or other equity interests of each Pledge Entity such Subsidiary held by Pledgorin its treasury. Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares are and will remain the Collateral is free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, Liens except the liens and security interests in favor of Pledgee Liens created by this Agreement;
(b) Except as set forth on Exhibit APledgor has full power, there are no outstanding optionsauthority and legal right to execute the pledge provided for herein and to pledge the Collateral to Pledgee, warrants or other similar agreements with respect to for the Pledged Shares or any ratable benefit of the other Pledged CollateralLenders;
(c) this Agreement is the has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, Pledgor enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be broughtterms;
(d) Pledgor holds no options, warrants or other agreements with respect to the issuance of additional shares of capital stock of any Subsidiary and, to the best of Pledgor's knowledge, no options, warrants or other agreements with respect to issuance of additional shares of capital stock of any Subsidiary exist;
(e) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable, assessable and the Pledged Shares listed on Exhibit A constitute all of represent the issued and outstanding shares of capital stock or other equity interests of the Pledge Entitieseach Restricted Subsidiary as described in Exhibit A;
(ef) no consent, approval or authorization of or designation or filing with any federal, state or other governmental authority or regulatory authority body on the part of Pledgor is required in connection with the pledge execution, delivery and security interest granted under performance of this Agreement, the granting of Liens in the Collateral by Pledgor or the exercise by Pledgee, for the benefit of Pledgee and Lenders, of the voting and other rights provided for in this Agreement;
(fg) the execution, delivery and performance of this Agreement by Pledgor will not violate any provision of (i) any applicable law or regulation or of regulation, (ii) any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgordomestic or foreign, (iii) the charter or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents by-laws of Pledgor or any Pledge Entity or of Subsidiary, (iv) any securities issued by Pledgor or any Pledge Entity Subsidiary, or of (v) any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or any Pledge Entity any; Subsidiary is a party or which is purports to be binding upon Pledgor or any Pledge Entity such Subsidiary or upon any of the assets of Pledgor or any Pledge Entitytheir respective assets, and will not result in the creation or imposition of any lien, charge or encumbrance Lien on or security interest in any of the assets of Pledgor or any Pledge Entity, Subsidiary except as otherwise contemplated by this Agreement;; and
(gh) 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 Pledged Collateral pursuant to this Agreement creates a valid first lien Lien on and perfected first priority security interest in such Pledged Shares and Pledged the Collateral and the proceeds thereof in favor of Pledgee, for the benefit of Pledgee and Lenders, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or other Liens nor to any agreement purporting to grant to any third party a security interest any Liens in the property or assets of Pledgor which would include the Pledged Shares or any Collateral (in each case, other Pledged Collateral. Until this Agreement is terminated pursuant to Section 11 hereof, than Liens permitted by the Credit Agreement.) Pledgor covenants and agrees that it will defenddefend all of the right, title and interest of Pledgee in and to the Collateral, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral Pledgee and the proceeds thereof Lenders, against the claims and demands of all persons whomsoever other persons or entities; and
(h) Neither Pledgor 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 than Liens permitted by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderCredit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Grubb & Ellis Co)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, for the benefit of Pledgee and covenants with PledgeeLenders, that for so long as of the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):Restatement Effective Date:
(a) The Pledged Interests which evidence equity securities of Foreign Subsidiaries that are corporations are now and shall at any time hereafter be certificated or represented by an instrument possession of which would be required to perfect Pledgee's Lien. Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Interests, and the Collateral is free and clear of all Liens except the Liens created by this Agreement and the Financing Documents. Exhibit A sets forth (i) the authorized capital stock or other equity interests securities of each Pledge EntityForeign Subsidiary, (ii) the number of shares of capital stock or other equity interests securities of each Pledge Entity Foreign Subsidiary that are issued and outstanding as of the date hereof, and (iii) the percentage number of the issued and outstanding shares of capital stock or other equity interests securities of each Pledge Entity Foreign Subsidiary held by Pledgor. Pledgor is the legal 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 Agreementits treasury;
(b) Except as set forth on Exhibit APledgor has full power, there are no outstanding optionsauthority and legal right to execute the pledge provided for herein and to pledge the Collateral to Pledgee, warrants or other similar agreements with respect to for the Pledged Shares or any benefit of the other Pledged CollateralPledgee and Lenders;
(c) this Agreement is the has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, Pledgor enforceable against Pledgor in accordance with its terms terms, except to the extent that such enforceability is subject to applicable as limited by bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and or other laws of general application affecting relating to the enforcement of creditors’ creditor rights generally, or the availability and general principles of equitable remedies, which are subject to the discretion of the court before which an action may be broughtequity;
(d) Pledgor holds no options, warrants or other agreements with respect to the issuance of additional shares of capital stock or other equity securities of any Foreign Subsidiary and, to the best of Pledgor's knowledge, no options or warrants with respect to issuance of additional shares of capital stock or other equity securities of any Foreign Subsidiary exist;
(e) the Pledged Shares Interests have been duly and validly authorized and issued, are fully paid and non-assessable, assessable and the Pledged Shares listed on Exhibit A constitute all represent sixty-five percent (65%) of the issued and outstanding shares of capital stock or other equity interests securities of the Pledge Entitieseach Foreign Subsidiary specified on Exhibit A;
(ef) no consent, approval or authorization of or designation or filing with any federal, state or other governmental authority or regulatory authority body on the part of Pledgor is required in connection with the pledge execution, delivery and security interest granted under performance of this Agreement, the granting of Liens in the Collateral by Pledgor or the exercise by Pledgee, for the benefit of Pledgee and Lenders, of the voting and other rights provided for in this Agreement;
(fg) the execution, delivery and performance of this Agreement by Pledgor will not violate any provision of (i) any applicable law or regulation or of regulation, (ii) any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to domestic or foreign, (iii) the charter or by-laws of Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of (iv) any securities issued by Pledgor Pledgor, or any Pledge Entity or of (v) any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or any Pledge Entity is a party or which is purports to be binding upon Pledgor or any Pledge Entity or upon any of the assets of Pledgor or any Pledge Entityits assets, and will not result in the creation or imposition of any lien, charge or encumbrance Lien on or security interest in any of the assets of Pledgor or any Pledge Entity, except as otherwise contemplated by this Agreement;; and
(gh) assuming the Pledgee retains control pledge and assignment of and holds all certificates and executed stock powers for the Pledged Shares and the Pledged Collateral, the pledge, assignment Collateral and delivery of the Pledged Shares certificates evidencing the Collateral (with respect to certificated equity securities) and the other Pledged Collateral filing of this Agreement or similar agreement with the appropriate filing office (with respect to uncertificated equity securities) pursuant to this Agreement creates a valid first lien Lien on and perfected first priority security interest in such Pledged Shares and Pledged the Collateral and the proceeds thereof in favor of Pledgee, for the benefit of Pledgee and Lenders, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or Liens (other than Permitted Encumbrances) nor to any agreement (other than the Financing Documents) purporting to grant to any third party a security interest any Liens in the property or assets of Pledgor 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 defenddefend all of the right, title and interest of Pledgee in and to the Collateral, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral Pledgee and the proceeds thereof Lenders, against the claims and demands of all other persons or entities; and
(h) Neither Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderwhomsoever.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee, Agent and covenants with Pledgee, that for so long the other Secured Parties as the Liabilities remain outstanding follows (other than indemnity obligations for which no claim is asserted):
representations and warranties shall be deemed continuing): (a) Exhibit A sets forth Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex A; (ib) all of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Agent’s security interest hereunder and the Permitted Liens; (c) the 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) Pledged Collateral constitutes the percentage of the issued and outstanding shares of capital stock or other equity interests Equity Interests of each Pledge Entity held by Pledgor. Pledgor is of the legal and beneficial owner of, and has good and marketable title to, Companies identified on Annex A hereto; (d) except as provided in Article 3 of 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 Operating Agreement;
(b) Except as set forth on Exhibit A, there are no outstanding options, warrants contractual or other similar agreements with respect to charter restrictions upon the Pledged Shares voting rights or upon the transfer of any of the other Pledged Collateral;
; (ce) except as required under the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement is the has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such the enforceability is subject to applicable thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and insolvency or other similar laws of general application affecting the enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
rights; (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 any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(fg) the execution, delivery and performance by Pledgor of this Agreement will and the exercise by Agent of its rights and remedies hereunder do not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any 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 violation of any lien, charge or encumbrance on or security interest in any of the assets organizational documents of Pledgor, any agreement, indenture, instrument or law by which Pledgor or any Pledge EntityCompany is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, except as otherwise contemplated by this Agreement;
filing, approval, registration or recording is required (g1) 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 pledge by Pledgor of its respective portion of the Pledged Shares and the other 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 or (2) except for the proceeds thereof in favor filing of Pledgeean appropriate UCC financing statement, 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 perfect the property or assets of Pledgor which would include the Pledged Shares or any other Pledged Collateral. Until Lien created by 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 Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesextent that a Lien created by this Agreement can be perfected by filing a financing statement); and
(h) Neither Pledgor nor any Pledged Entity (i) will become none of the Pledged Collateral is held or maintained in the form of a person whose property securities entitlement or interests credited to any securities account; and (j) if the Pledged Collateral is certificated, Pledgor shall cause such certificates or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in property are blocked or subject form and substance satisfactory to blocking pursuant Agent and Required Holders to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten be delivered 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderAgent.
Appears in 1 contract
Representations and Warranties of Pledgor. The Pledgor represents and warrants to Pledgeethe Collateral Agent, and covenants with Pledgeethe Collateral Agent, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) As of the date hereof, and as of the date of any Pledge Addendum, Exhibit A sets forth (i) the authorized capital stock or stock, shares and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock or stock, shares and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or and other equity interests of each Pledge Entity held by such Pledgor. Such Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged SharesInterests of such Pledgor, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens Permitted Liens (as defined in the Note) and security interests in favor of Pledgee the Collateral Agent created by this AgreementAgreement and except for defects in title that are not material and do and could not reasonably be expected to materially interfere with the Pledgor’s ability to conduct its business as currently conducted;
(b) Except As of the date hereof, or as of the date of any Pledge Addendum, except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares Interests or any of the other Pledged Collateral;
(c) this This Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(d) the The Pledged Shares Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Shares Interests listed on Exhibit A A, as of the date hereof, and as of the date of any Pledge Addendum, constitute all of the issued and outstanding capital stock stock, shares or other equity interests of the Pledge Entities;
(e) no No consent, approval or authorization of or designation or filing with any governmental or regulatory authority Governmental Authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this AgreementAgreement (other than financing statements to be filed pursuant to Section 26 below) which consent, approval, authorization, designation or filing has not been made as of the date hereof;
(f) the The execution, delivery and performance of this Agreement will not violate (i) any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authorityGovernmental Authority, which are applicable to the Pledgor, or of (ii) the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of the Pledgor or any Pledge Entity or of (iii) any securities issued by the Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which is binding upon the Pledgor or any Pledge Entity or upon any of the assets of the Pledgor or any Pledge Entity, in each case that could reasonably be expected to have a Material Adverse Effect, 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 the 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 The pledge, assignment and delivery of the Pledged Shares Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares Interests and Pledged Collateral and the proceeds thereof in favor of Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged CollateralCollateral Agent. Until this Agreement is terminated pursuant to Section 11 hereof, the Pledgor covenants and agrees that it will defend, for the benefit of Pledgeethe Collateral Agent and each other Investor, Pledgeethe Collateral Agent’s right, title and security interest in and to the Pledged SharesInterests, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesPersons; and
(h) Neither the Pledgor nor any Pledged Pledge Entity (i) will become a person 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 Person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Appears in 1 contract
Representations and Warranties of Pledgor. The Pledgor represents and warrants to Pledgeethe Collateral Agent, and covenants with Pledgeethe Collateral Agent, that for so long that:
3.1 As of the date hereof, and as of the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):
(a) date of any Pledge Addendum, Exhibit A sets forth (i) the authorized capital stock or stock, shares and other equity interests of each Pledge Entity, (ii) the number of shares, shares of capital stock or and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or and other equity interests of each Pledge Entity held by such Pledgor. Such Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged SharesInterests of such Pledgor, and such shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of Pledgee the Collateral Agent created by this Agreement;
(b) Except 3.2 As of the date hereof, or as of the date of any Pledge Addendum, except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares Interests or any of the other Pledged Collateral;
(c) this 3.3 This Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(d) the 3.4 The Pledged Shares Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Shares Interests listed on Exhibit A A, as of the date hereof, and as of the date of any Pledge Addendum, constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities;
(e) no 3.5 No consent, approval or authorization of or designation or filing with any governmental or regulatory authority Governmental Authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this AgreementAgreement which consent, approval, authorization, designation or filing has not been made as of the date hereof;
(f) the 3.6 The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authorityGovernmental Authority, which are applicable to the Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of the Pledgor or any Pledge Entity or of any securities issued by the Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which is binding upon the Pledgor or any Pledge Entity or upon any of the assets of the Pledgor or any Pledge Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the 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 3.7 The pledge, assignment and delivery of the Pledged Shares Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares Interests and Pledged Collateral and the proceeds thereof in favor of Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged CollateralCollateral Agent. Until this Agreement is terminated pursuant to Section 11 hereof, the Pledgor covenants and agrees that it will defend, for the benefit of Pledgeethe Collateral Agent and each other Investor, Pledgeethe Collateral Agent’s right, title and security interest in and to the Pledged SharesInterests, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesPersons; and
(h) 3.8 Neither the Pledgor nor any Pledged Pledge Entity (i) will become a person 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 Person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, for the benefit of the Pledgee and covenants with PledgeeLenders, that for so long as of the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):First Amendment Closing Date:
(a) Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Interests, and the Collateral is free and clear of all Liens except the Liens created by this Agreement and the Financing Documents. Exhibit A sets forth (i) the authorized capital stock or other equity membership interests of each Pledge EntitySubsidiary, (ii) the number of shares of capital stock or other equity membership interests of each Pledge Entity Subsidiary that are issued and outstanding as of the date hereof, and (iii) the percentage number of the issued and outstanding shares of capital stock or other equity membership interests of each Pledge Entity Subsidiary held by Pledgor. Pledgor is the legal 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 Agreementits treasury;
(b) Except as set forth on Exhibit APledgor has full power, there are no outstanding optionsauthority and legal right to execute the pledge provided for herein and to pledge the Collateral to Pledgee, warrants or other similar agreements with respect to for the Pledged Shares or any benefit of the other Pledged CollateralPledgee and Lenders;
(c) this Agreement is the has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, Pledgor enforceable against Pledgor in accordance with its terms terms, except to the extent that such enforceability is subject to applicable as limited by bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and or other laws of general application affecting relating to the enforcement of creditors’ creditor rights generally, or the availability and general principles of equitable remedies, which are subject to the discretion of the court before which an action may be broughtequity;
(d) Pledgor holds no options, warrants or other agreements with respect to the issuance of additional membership interests of Subsidiary and, to the best of Pledgor's knowledge, no options or warrants with respect to issuance of additional membership interests of Subsidiary exist;
(e) the Pledged Shares Interests have been duly and validly authorized and issued, are fully paid and non-assessable, assessable and the Pledged Shares listed on Exhibit A constitute all represent sixty-five percent (65%) of the issued and outstanding capital stock or other equity membership interests of the Pledge EntitiesSubsidiary;
(ef) no consent, approval or authorization of or designation or filing with any federal, state or other governmental authority or regulatory authority body on the part of Pledgor is required in connection with the pledge execution, delivery and security interest granted under performance of this Agreement, the granting of Liens in the Collateral by Pledgor or the exercise by Pledgee, for the benefit of Pledgee and Lenders, of the voting and other rights provided for in this Agreement;
(fg) the execution, delivery and performance of this Agreement by Pledgor will not violate any provision of (i) any applicable law or regulation or of regulation, (ii) any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to domestic or foreign, (iii) the charter or by-laws of Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of (iv) any securities issued by Pledgor Pledgor, or any Pledge Entity or of (v) any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or any Pledge Entity is a party or which is purports to be binding upon Pledgor or any Pledge Entity or upon any of the assets of Pledgor or any Pledge Entityits assets, and will not result in the creation or imposition of any lien, charge or encumbrance Lien on or security interest in any of the assets of Pledgor or any Pledge Entity, except as otherwise contemplated by this Agreement;; and
(gh) assuming the Pledgee retains control of pledge 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 Pledged Collateral pursuant to this Agreement creates a valid first lien Lien on and perfected first priority security interest in such Pledged Shares and Pledged the Collateral and the proceeds thereof in favor of Pledgee, for the benefit of Pledgee and Lenders, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or Liens (other than Permitted Encumbrances) nor to any agreement (other than the Financing Documents) purporting to grant to any third party a security interest any Liens in the property or assets of Pledgor 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 defenddefend all of the right, title and interest of Pledgee in and to the Collateral, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral Pledgee and the proceeds thereof Lenders, against the claims and demands of all other persons or entities; and
(h) Neither Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderwhomsoever.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor and Company each represents and warrants to Pledgee, and covenants jointly and severally covenant with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth (i) all of the authorized capital stock or other equity interests Pledged Shares, constituting 100% of each Pledge Entity, (ii) the number Shares of shares of capital stock or other equity interests of each Pledge Entity the Company that are issued and outstanding as of the date hereof, and (iiiii) the percentage of the issued and outstanding shares of capital stock or other equity interests of each Pledge Entity held by Pledgor. that Pledgor is the legal record and beneficial owner of, and has good and marketable title to, to all of the Pledged Shares, ; and such shares Pledged Shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoeverwhatsoever (“Encumbrances”), except the liens Pledge, Security Interest and security interests Charge in favor of Pledgee created by this Agreement;
(b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this This Agreement is the legal, valid and binding obligation of PledgorPledgor and the Company, enforceable against Pledgor and the Company in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(d) the 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 EntitiesCompany;
(e) no consentNo consent or waiver of the Company, Pledgor or any other shareholder, officer or director of the Company, consent approval or authorization of or designation or filing with any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge (i) grant of the Pledge and security interest granted under this Agreement except as specified herein (ii) the perfection or maintenance of the Pledge and Pledge, Security Interest and Charge created hereby except for the filing of (a) financing statements as required by the UCC (b) a notice of pledge delivered to the Company unless waived by the Company and (c) registration of the Pledge, Security Interest and Charge created hereby with the register of shareholders of the Company or (iii) the exercise by Pledgor of the rights and remedies in respect of the Pledged Shares and Pledged Collateral pursuant to this Agreement;
(f) the The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to PledgorPledgor or Company, or of the articles or certificate of incorporation, shareholders agreement, certificate of formation, bylaws or any other similar organizational documents (“Organizational Documents”) of Pledgor or any Pledge Entity Company or of any Shares or other securities issued by Pledgor or any Pledge Entity the Company or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or any Pledge Entity Company is a party or which is binding upon Pledgor or any Pledge Entity the Company or upon any of the assets of any Pledgor or any Pledge Entitythe Company, and will not result in the creation or imposition of any lien, charge or encumbrance Encumbrance on or security interest in any of the assets of Pledgor or any Pledge Entitythe Company, 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 The pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest Pledge, Security Interest and Charge in such Pledged Shares and Pledged Collateral and the proceeds Proceeds thereof in favor of Pledgee, subject to no right of first refusal of any shareholder of the Company, no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance Encumbrance or to any agreement purporting to grant to any third party a security interest or Encumbrance in the property or assets of Pledgor or Company which would include the Pledged Shares or any other Pledged Collateral. Until this Agreement is terminated pursuant to Section 11 12 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 Pledged SharesShares and Pledged Collateral, the other Pledged Collateral and the proceeds Proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither Pledgor nor any Pledged Entity Company (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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order;
(i) So long as the Pledgor shall have any obligation under the Note, the Company shall not, without the Holder’s written consent issue any new shares, convertible notes or bonds or any other securities or enter into any transaction that would result in the issuance of any new shares, convertible notes or bonds or any other securities;
(j) So long as the Pledgor shall have any obligation under this Note and unless approved in writing by the Holder (which such approval not to be unreasonably withheld), Pledgor and Company shall not directly or indirectly: (a) change e nature of Pledgor’s business or the Company’s business; (b) sell, divest, change the structure of any material assets of the Borrower, the Company or any Subsidiary other than in the ordinary course of business;
(k) So long as the Pledgor shall have any obligation under the Note, the Pledgor and the Company shall not, without the Holder’s written consent, use the proceeds of the Note for any other purpose other than as provided in the Note.
Appears in 1 contract
Representations and Warranties of Pledgor. The Pledgor represents and warrants to Pledgeethe Collateral Agent, and covenants with Pledgeethe Collateral Agent, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth (i) the authorized capital stock or and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock or and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or and other equity interests of each Pledge Entity held by such Pledgor. Subject to the liens, pledges and security interests set forth in Section 3.1(o) of the Purchase Agreement (the “Existing Liens”), such Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged SharesInterests of such Pledgor, and subject to the Existing Liens, 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 the Collateral Agent created by this Agreement;
(b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares Interests or any of the other Pledged Collateral;
(c) this This Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(d) the The Pledged Shares Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Shares Interests listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities;
(e) no No consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to the Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of the Pledgor or any Pledge Entity or of any securities issued by the Pledgor or any Pledge Entity or subject to the obtaining of a waiver agreement from the holder of the Existing Liens of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which is binding upon the Pledgor or any Pledge Entity or upon any of the assets of the Pledgor or any Pledge Entity, and subject to the Existing Liens will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the 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 The pledge, assignment and delivery of the Pledged Shares Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares Interests and Pledged Collateral and the proceeds thereof in favor of Pledgeethe Collateral Agent, subject to no prior pledge, lien, mortgage, hypothecation, the security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged Collateral. interests reflected on Exhibit B. Until this Agreement is terminated pursuant to Section 11 hereof, the Pledgor covenants and agrees that it will defend, for the benefit of Pledgeethe Collateral Agent and each other Purchaser, Pledgeethe Collateral Agent’s right, title and security interest subject to the Existing Liens in and to the Pledged SharesInterests, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesPersons; and
(h) Neither the Pledgor nor any Pledged Entity (i) will become a person 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 Person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Appears in 1 contract
Sources: Pledge Agreement (American International Holdings Corp.)
Representations and Warranties of Pledgor. Pledgor warrants and represents to Lender as follows (which representations and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is assertedwarranties shall be deemed continuing):
(a) Exhibit A sets forth (i) the 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 legal and beneficial owner of, and has good and marketable title to, of 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;
Collateral; (b) Except as set forth on Exhibit Aall of the shares of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Permitted Liens and Lender’s security interest hereunder; (c) the Equity Interests constitutes sixty percent (60%) of the issued and outstanding capital stock of the Company; (d) there are no outstanding options, warrants contractual or other similar agreements with respect to charter restrictions upon the Pledged Shares voting rights or upon the transfer of any of the other Pledged Collateral;
; (ce) Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other party and free of any Liens other than Permitted Liens and applicable restrictions imposed by any Governmental Body and without any restriction under the by-laws or charter of Pledgor or the Company or any agreement among Pledgor’s or the Company’s shareholders; (f) this Agreement is the has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such the enforceability is subject to applicable thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and insolvency or other similar laws of general application affecting the enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
rights; (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 any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(fg) the execution, delivery and performance by Pledgor of this Agreement will and the exercise by Lender of its rights and remedies hereunder do not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any 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 violation of the assets by-laws or charter of Pledgor, any agreement, indenture, instrument or Applicable Law by which Pledgor or the Company is bound or to which Pledgor or the Company is subject (except Pledgor makes no representation or warranty about Lender’s prospective compliance with any Pledge Entityfederal or state laws or regulations governing the sale or exchange of securities); and (h) no consent, except as otherwise contemplated by this Agreement;
filing, approval, registration or recording is required (gx) 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 pledge by Pledgor of the Pledged Shares and the other 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 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 Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither Pledgor 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 (iiiy) will otherwise become a person on to perfect the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderLien created by this Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Artesyn Technologies Inc)
Representations and Warranties of Pledgor. On a continuing basis during the term of this Agreement, each Pledgor represents and warrants to Pledgee, the Collateral Agent and covenants with Pledgee, that for so long to the Trust as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):follows:
(a) Exhibit A sets forth (i) such Pledgor has full power and authority to execute and deliver this Agreement and to perform and observe the 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 provisions hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or other equity interests of each Pledge Entity held except as performance may be limited by Pledgor. Pledgor is the legal 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, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generallymoratorium, or other similar laws now or hereafter in effect relating to creditors' rights, and general principles of equity (regardless of whether the availability enforceability of equitable remedies, which are subject to the discretion of the court before which an action may be broughtsuch performance is considered in a proceeding in equity or at law);
(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 any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(fii) the execution, delivery and performance of this Agreement will by such Pledgor does not violate contravene any provision requirement of any applicable law or regulation any material transactional restriction or of any order, judgment, writ, award material agreement binding on or decree of any court, arbitrator or governmental authority, which are applicable to Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of affecting such Pledgor or any Pledge Entity or of any securities issued its assets;
(iii) this Agreement has been duly and properly executed and delivered by such Pledgor or any Pledge Entity or and constitutes a legal, valid and binding agreement of any mortgagesuch Pledgor enforceable against such Pledgor in accordance with its terms, indentureexcept as the enforcement of rights and remedies may be limited by bankruptcy, leaseinsolvency, contractreorganization, moratorium, or other agreementsimilar laws now or hereafter in effect relating to creditors' rights, instrument and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity 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 at law);
(iv) no Transfer Restrictions (other than the requirement of the assets U.K. Company to cause the security interest hypothecated hereunder to be registered with the Companies Office Registry in the United Kingdom and any Transfer Restrictions created by this Agreement and Transfer Restrictions created by the Trust) exist with respect to or otherwise apply to the assignment of, or transfer by such Pledgor of possession of, any items of Collateral to the Collateral Agent hereunder, or the subsequent sale or transfer of such items of Collateral by the Collateral Agent pursuant to the terms hereof;
(v) except for the rights of the Trust and of the Collateral Agent on the Trust's behalf established under this Agreement such Pledgor has all rights, title and interest in and to the Collateral pledged by it under this Agreement and, in the case of the U.K. Company, the security interest created hereby, in each case, 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 or any Pledge Entitythe Trust), and will not result has the right to pledge such Collateral as provided 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;
(gvi) assuming such Pledgor is not in default under any agreement by which the Pledgee retains control Collateral may be bound and no litigation, arbitration or administrative proceeding of which such Pledgor has received notice or service of process is pending, which default, litigation, arbitration or administrative proceeding is material to the Collateral in the context of this Agreement;
(vii) upon (x) the execution of this Agreement and (y) Delivery of the Collateral hereunder, the Collateral Agent, as agent of and holds all certificates and executed stock powers for on behalf of the Pledged Shares U.K. Company and the Pledged CollateralTrust, the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates will obtain (1) a valid first priority, perfected and enforceable security interest in, and a first lien on on, such Collateral subject to no other Lien, securing the redemption obligations of the Jersey Subsidiary under the Jersey Preference Shares; and perfected first priority (2) a valid and enforceable 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 other Lien (other than the Lien described in the property previous clause), securing the obligations of the Jersey Subsidiary under the ADSs Purchase Contract, and, in each case, none of such Collateral is or assets of shall be pledged by such Pledgor which would include the Pledged Shares or as collateral for 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 Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiespurpose; and
(hviii) Neither such Pledgor nor any Pledged Entity (i) is presently solvent under its jurisdiction of incorporation and able to pay, and is paying, its debts as they come due, and anticipates that it will become a person whose property or interests in property are blocked or subject continue to blocking pursuant be able 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 pay its debts as they come due for the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderforeseeable future.
Appears in 1 contract
Sources: Security and Pledge Agreement (Nab Exchangeable Preferred Trust)
Representations and Warranties of Pledgor. The Pledgor represents and warrants to Pledgeethe Collateral Agent, and covenants with Pledgeethe Collateral Agent, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) As of the date hereof, and as of the date of any Pledge Addendum, Exhibit A sets forth (i) the authorized capital stock or and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock or and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or and other equity interests of each Pledge Entity held by such Pledgor. Except as set forth on Exhibit A, such Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged SharesInterests of such Pledgor, and such shares are and will remain free and clear of all pledges, liensLiens, security interests and other encumbrances and restrictions whatsoever, except the liens Liens and security interests in favor of Pledgee the Collateral Agent created by this Agreement;
(b) Except As of the date hereof, or as of the date of any Pledge Addendum, except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares Interests or any of the other Pledged Collateral;
(c) this This Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(d) the The Pledged Shares Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Shares Interests listed on Exhibit A A, as of the date hereof, and as of the date of any Pledge Addendum, constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities;
(e) no No consent, approval or authorization of or designation or filing with any governmental or regulatory authority Governmental Authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authorityGovernmental Authority, which are applicable to the Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of the Pledgor or any Pledge Entity or of any securities issued by the Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which is binding upon the Pledgor or any Pledge Entity or upon any of the assets of the Pledgor or any Pledge Entity, and will not result in the creation or imposition of any lienLien, charge or encumbrance on or security interest in any of the assets of the 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 The pledge, assignment and delivery of the Pledged Shares Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first lien Lien on and perfected first priority security interest in such Pledged Shares Interests and Pledged Collateral and the proceeds thereof in favor of Pledgeethe Collateral Agent, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged CollateralPermitted Liens. Until this Agreement is terminated pursuant to Section 11 hereof, the Pledgor covenants and agrees that it will defend, for the benefit of Pledgeethe Collateral Agent and each other Investor, Pledgeethe Collateral Agent’s right, title and security interest in and to the Pledged SharesInterests, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesPersons; and
(h) Neither the Pledgor nor any Pledged Entity (i) will become a person 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 Person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth (i) the 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 legal 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, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms terms, except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the 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▇▇▇▇▇▇▇ Corp., ▇▇▇▇▇▇▇ LLC and Gulf LP;
(e) except for a UCC-1 financing statement filed by Pledgee pursuant to this Agreement and any subsequent amendments thereto, no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgordomestic or foreign, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any 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 purports to be 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 Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and upon the proper filing of a UCC-1 financing statement, the Pledged Collateral and the proceeds thereof in favor of Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged 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 Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities;
(h) each Pledged Share consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) are “securities” governed by Article 8 of the UCC. Certificates evidencing such membership interests or partnership interests (if any) have been issued to Pledgor by the applicable Person and will be delivered to Pledgee. Pledgor will not cause and will not permit GWPC to “opt-out” of Article 8 of the UCC. Pledgor will not take, and will not permit ▇▇▇▇▇▇▇ Corp., ▇▇▇▇▇▇▇ LLC and Gulf LP to take, any actions to cause the capital stock, membership interests, partnership interests or similar equity interests of ▇▇▇▇▇▇▇ Corp., ▇▇▇▇▇▇▇ LLC and Gulf LP (if any) to cease to be classified as “securities” governed by Article 8 of the UCC; and
(hi) Neither no Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, and covenants with Pledgeefor the benefit of the Lenders, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) With respect to each Subsidiary the shares of which are pledged hereunder, Exhibit A sets forth (i) the authorized capital stock or other equity interests of each Pledge Entitysuch Subsidiary other than those Subsidiaries listed on Schedule I hereto, (ii) the number of shares of capital stock or other equity interests of each Pledge Entity such Subsidiary that are issued and outstanding as of the date hereof, hereof and (iii) the percentage number of the issued and outstanding shares of capital stock or other equity interests of each Pledge Entity such Subsidiary held by Pledgorin its treasury. Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares are and will remain the Collateral is free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, Liens except the liens and security interests in favor of Pledgee Liens created by this Agreement;
(b) Except as set forth on Exhibit APledgor has full power, there are no outstanding optionsauthority and legal right to execute the pledge provided for herein and to pledge the Collateral to Pledgee, warrants or other similar agreements with respect to for the Pledged Shares or any ratable benefit of the other Pledged CollateralLenders;
(c) this Agreement is the has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, Pledgor enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be broughtterms;
(d) Pledgor holds no options, warrants or other agreements with respect to the issuance of additional shares of capital stock of any Subsidiary and, to the best of Pledgor's knowledge, no options, warrants or other agreements with respect to issuance of additional shares of capital stock of any Subsidiary exist;
(e) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable, assessable and the Pledged Shares listed on Exhibit A constitute all of represent the issued and outstanding shares of capital stock or other equity interests of the Pledge Entitieseach Restricted Subsidiary as described in Exhibit A;
(ef) no consent, approval or authorization of or designation or filing with any federal, state or other governmental authority or regulatory authority body on the part of Pledgor is required in connection with the pledge execution, delivery and security interest granted under performance of this Agreement, the granting of Liens in the Collateral by Pledgor or the exercise by Pledgee, for the benefit of Pledgee and Lenders, of the voting and other rights provided for in this Agreement;
(fg) the execution, delivery and performance of this Agreement by Pledgor will not violate any provision of (i) any applicable law or regulation or of regulation, (ii) any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgordomestic or foreign, (iii) the charter or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents by-laws of Pledgor or any Pledge Entity or of Subsidiary, (iv) any securities issued by Pledgor or any Pledge Entity Subsidiary, or of (v) any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or any Pledge Entity any; Subsidiary is a party or which is purports to be binding upon Pledgor or any Pledge Entity such Subsidiary or upon any of the assets of Pledgor or any Pledge Entitytheir respective assets, and will not result in the creation or imposition of any lien, charge or encumbrance Lien on or security interest in any of the assets of Pledgor or any Pledge Entity, Subsidiary except as otherwise contemplated by this Agreement;; and
(gh) 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 Pledged Collateral pursuant to this Agreement creates a valid first lien Lien on and perfected first priority security interest in such Pledged Shares and Pledged the Collateral and the proceeds thereof in favor of Pledgee, for the benefit of Pledgee and Lenders, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or other Liens nor to any agreement purporting to grant to any third party a security interest any Liens in the property or assets of Pledgor which would include the Pledged Shares or any Collateral (in each case, other Pledged Collateral. Until this Agreement is terminated pursuant to Section 11 hereof, than Liens permitted by the Credit Agreement.) Pledgor covenants and agrees that it will defenddefend all of the right, title and interest of Pledgee in and to the Collateral, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral Pledgee and the proceeds thereof Lenders, against the claims and demands of all persons whomsoever other persons or entities; and
(h) Neither Pledgor 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 than Liens permitted by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderCredit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Grubb & Ellis Co)
Representations and Warranties of Pledgor. As of the date hereof, and with respect to any Person who joins this Agreement following such date, each Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth (i) the 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. Such Pledgor is the legal and record beneficial owner of, and has good and marketable legal title to, the Pledged SharesInterests listed on Exhibit A, and after giving effect to the Loan Agreement and the transactions contemplated to occur on the Effective Date, such shares Pledged Interests are and will remain and all other equity interests constituting Pledged Collateral will be, free and clear of all pledges, liensLiens, security interests and other encumbrances and restrictions whatsoever, except the liens Liens and security interests in favor of Pledgee created by this Agreement and the Permitted Liens (as defined in, and pursuant to, the Loan Agreement), to the extent applicable to the Pledged Interests;
(b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect Each Pledgor has full power and authority to execute and deliver this Agreement and to pledge the Pledged Shares or any of the other Interests and Pledged Collateral;Collateral to Pledgee,
(c) this Agreement is the has been duly authorized, executed and delivered by each Pledgor and constitutes a legal, valid and binding obligation of Pledgor, Pledgor enforceable against Pledgor in accordance with its terms terms, except to the extent that as such enforceability is subject to may be limited by applicable bankruptcy, insolvencymoratorium, reorganization, fraudulent conveyance and moratorium laws reorganization and other similar laws of general application affecting the enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(d) the Pledged Shares Interests have been been, and the Pledged Collateral constituting interests will be, duly and validly authorized and issued, and are or will be fully paid and non-assessable. Any Pledged Interest represented by stock certificates, which certificates, with undated assignments separate from such certificates, duly executed in blank by each Pledgor, shall be delivered as of the date hereof to Pledgee, for the benefit of Pledgee, each in form and substance reasonably satisfactory to Pledgee. Pledgee, shall maintain possession and custody of all certificates representing the Pledged Shares listed on Exhibit A constitute all of the issued Interests and outstanding capital stock or other equity interests of the Pledge EntitiesPledged Collateral;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority Governmental Authority on the part of any Pledgor is required in connection with the pledge and security interest granted under this Agreement, or, as of the date hereof, the exercise by Pledgee of the voting and other rights provided for in this Agreement of any Governmental Authority or any other Person;
(f) the execution, delivery and performance of this Agreement by each Pledgor will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgor, Governmental Authority or of the articles or certificate of organization or incorporation, certificate as applicable, by-laws or operating agreement of formation, bylaws or any other similar organizational documents of such Pledgor or of any Pledge Entity such issuer listed on Exhibit A, or of any securities issued by Pledgor or any Pledge Entity or of such issuer, or, after giving effect to the Loan Agreement, any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which such Pledgor or any Pledge Entity is a party or which is purports to be binding upon such Pledgor or any Pledge Entity or upon any of its assets, and, after giving effect to the assets of Pledgor or any Pledge EntityLoan Agreement and the transactions contemplated to occur on the Effective Date, and will not result in the creation or imposition of any lienLien, charge or encumbrance on or security interest in any of the assets of such Pledgor or any Pledge Entity, issuer of Pledged Interests except as otherwise contemplated by this Agreement and the Loan Agreement;
(g) assuming None of the Pledgee retains control operating agreements, limited liability agreements, or other agreements governing any Pledged Interests of and holds all certificates and executed stock powers for a Company that is a limited liability company (or similar entity); provided that such Pledged Interests governed thereby are securities governed by Article 8 of the Pledged Shares UCC; and
(h) after giving effect to the Loan Agreement and the Pledged Collateraltransactions contemplated to occur on the Effective Date, the pledge, assignment and delivery to Pledgee of the Pledged Shares and the other Pledged Collateral Interests pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such the Pledged Shares and Pledged Collateral Interests and the proceeds thereof in favor of Pledgee, subject to no prior pledge, lienLien, mortgage, hypothecation, security interest, charge, option or encumbrance encumbrance, except Permitted Liens (as defined in, and pursuant to, the Loan Agreement), to the extent applicable to the Pledged Interests, or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged CollateralInterests. Until this Agreement is terminated pursuant to Section 11 hereof, Each Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, shall use their best efforts to defend Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral Interests and the proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderwhomsoever.
Appears in 1 contract
Sources: Pledge Agreement (Global Telecom & Technology, Inc.)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth (i) the 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 legal 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, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ ' rights generally, or the availability of equitable remedies, which are subject to the discretion of the 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 any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, which are applicable to Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any 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 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 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 's right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither Pledgor nor any Pledged Entity 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):
(a) Exhibit A sets forth (i) the 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 As of the date hereof, and with respect to any Person who joins this Agreement following such date, each Pledgor represents and warrants to Pledgee and each Lender, and covenants with Pledgee and each Lender, that:
(iiia) the percentage of the issued and outstanding shares of capital stock or other equity interests of each Pledge Entity held by Pledgor. Such Pledgor is the legal record and beneficial owner of, and has good and marketable legal title to, the Pledged SharesInterests listed on Exhibit A, and after giving effect to the Related Transactions and the transactions contemplated to occur on the Closing Date of the Term Loan Agreement, such shares Pledged Interests are and will remain and all other equity interests constituting Pledged Collateral will be, free and clear of all pledges, liensLiens, security interests and other encumbrances and restrictions whatsoever, except the liens Liens and security interests in favor of Pledgee created by this Agreement and the Liens permitted by Section 7.2 of the Term Loan Agreement, to the extent applicable to the Pledged Interests;
(b) Except Each Pledgor has full power and authority to execute and deliver this Agreement and to pledge the Pledged Interests and Pledged Collateral to Pledgee, for the ratable benefit of the Pledgee and the Lenders;
(c) this Agreement has been duly authorized, executed and delivered by each Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms, except as set forth on Exhibit Asuch enforceability may be limited by applicable bankruptcy, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally;
(d) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged CollateralInterests;
(c) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(de) the Pledged Shares Interests have been been, and the Pledged Collateral constituting equity interests will be, duly and validly authorized and issued, and are or will be fully paid and non-assessable, and the . The Pledged Shares Interests listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests which are held by each Pledgor on the date of this Agreement. Unless specifically provided otherwise in the Intercreditor Agreement, each Pledgor shall cause all of their respective Pledged Interests which are certificated securities, including, without limitation, certificates representing limited liability company membership interests, to be delivered as of the Pledge Entities;date hereof to Pledgee, for the benefit of Pledgee and the Lenders, with undated assignments or transfers separate from such certificates, duly executed in blank by each Pledgor, each in form and substance reasonably satisfactory to Pledgee. Unless specifically provided otherwise in the Intercreditor Agreement, Pledgee, on behalf of the Lenders, shall maintain possession and custody of the certificates representing the Pledged Interests and Pledged Collateral.
(ef) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority Governmental Authority on the part of any Pledgor is required in connection with the pledge and security interest granted under this Agreement, or, as of the date hereof, the exercise by Pledgee of the voting and other rights provided for in this Agreement, except for the filing of Uniform Commercial Code financing statements;
(fg) the execution, delivery and performance of this Agreement by each Pledgor will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgor, Governmental Authority or of the articles or certificate of organization, incorporation, certificate of or formation, bylaws as applicable, by-laws or any other similar organizational documents operating agreement of such Pledgor or of any Pledge Entity such issuer listed on Exhibit A, or of any securities issued by Pledgor or any Pledge Entity or of such issuer, or, after giving effect to the Term Loan Agreement and the transactions contemplated by the other Loan Documents (collectively, the “Transactions”), any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which such Pledgor or any Pledge Entity is a party or which is purports to be binding upon such Pledgor or any Pledge Entity or upon any of its assets, and, after giving effect to the assets Transactions contemplated to occur on the Closing Date of Pledgor or any Pledge Entitythe Term Loan Agreement, and will not result in the creation or imposition of any lienLien, charge or encumbrance on or security interest in any of the assets of such Pledgor or any Pledge Entity, issuer of Pledged Interests except as otherwise contemplated by this Agreement;Agreement and the other Loan Documents; and
(gh) assuming as of the Pledgee retains control of and holds all certificates and executed stock powers for the Pledged Shares and the Pledged CollateralClosing Date, the pledge, assignment and delivery to Pledgee of the Pledged Shares and the other Pledged Collateral Interests pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such the Pledged Shares and Pledged Collateral Interests and the proceeds thereof in favor of PledgeePledgee (subject to the filing of Uniform Commercial Code financing statement with respect to equity interests that are not securities), for the benefit of Pledgee and the Lenders, subject to no prior pledge, lienLien, mortgage, hypothecation, security interest, charge, option or encumbrance encumbrance, except the Liens listed in Section 7.2 of the Term Loan Agreement, to the extent applicable to the Pledged Interests, or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged CollateralInterests. Until this Agreement is terminated pursuant to Section 11 hereof, Each Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, shall use its best efforts to defend Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral Interests and the proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderwhomsoever.
Appears in 1 contract
Sources: Pledge Agreement (Bombay Co Inc)
Representations and Warranties of Pledgor. Each Pledgor warrants and represents to Agent as follows (which representations and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):
warranties shall be deemed continuing): (a) Exhibit A sets forth (i) the 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. such Pledgor is the legal and beneficial owner of, and has good and marketable title to, of its respective portion of 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;
Collateral indicated on Annex A; (b) Except as set forth on Exhibit Aall of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by such Pledgor free of any Liens except for Permitted Liens and Agent’s security interest hereunder; (c) the Pledged Collateral constitutes (i) all of the issued and outstanding Equity Interests of each of Essex Canada, Essex Mexico, and (ii) 65% of the issued and outstanding voting Equity Interests of each of Canadian Borrower; (d) except for those restrictions contained in the Loan Documents, there are no outstanding options, warrants contractual or other similar agreements with respect to charter restrictions upon the Pledged Shares voting rights or upon the transfer of any of the other Pledged Collateral;
; (ce) such Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other party and free of any Liens other than Permitted Liens and applicable restrictions imposed by any Governmental Body and without any restriction under the Organic Documents of such Pledgor or any Company or any agreement among such Pledgor’s or any Company’s shareholders or members; (f) this Agreement is the has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such the enforceability is subject to applicable thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and insolvency or other similar laws of general application affecting the enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
rights; (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 any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(fg) the execution, delivery and performance by such Pledgor of this Agreement will and the exercise by Agent of its rights and remedies hereunder do not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any 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 violation of the assets articles of incorporation or organization or by-laws or operating agreement of such Pledgor, any material agreement, indenture, instrument or Applicable Law by which such Pledgor or any Pledge EntityCompany is bound or to which such Pledgor or any Company is subject (except such Pledgor makes no representation or warranty about Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, except as otherwise contemplated by this Agreement;
filing, approval, registration or recording is required (gx) 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 pledge by such Pledgor of the Pledged Shares and the other 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 or (y) to perfect the proceeds thereof in favor of Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged Collateral. Until Lien created by 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 Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesAgreement; and
(h) Neither Pledgor nor any Pledged Entity (i) will become none of the Pledged Collateral is held or maintained in the form of a person whose property securities entitlement or credited to any securities account; (j) none of the Pledged Collateral constituting membership interests in property are blocked a limited liability company is, nor has the relevant Company elected to designate any of the Pledged Collateral as, a “security” under (and as defined in) Article 8 of the UCC; and (k) unless a Power is delivered in connection therewith, none of the Pledged Collateral is evidenced by a certificate 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderwriting.
Appears in 1 contract
Representations and Warranties of Pledgor. On a continuing basis during the term of this Security and Pledge Agreement, the Pledgor represents and warrants to Pledgee, the Collateral Agent and covenants with Pledgee, that for so long to the Trust as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):follows:
(a) Exhibit A sets forth (i) the authorized capital stock or other equity interests of each Pledgor has full power and authority to execute and deliver this Security and Pledge Entity, (ii) Agreement and to perform and observe the number of shares of capital stock or other equity interests of each Pledge Entity that are issued and outstanding as of the date provisions hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or other equity interests of each Pledge Entity held except as performance may be limited by Pledgor. Pledgor is the legal 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, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generallymoratorium, or other similar laws now or hereafter in effect relating to creditors' rights, and general principles of equity (regardless of whether the availability enforceability of equitable remedies, which are subject to the discretion of the court before which an action may be broughtsuch performance is considered in a proceeding in equity or at law);
(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 any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(fii) the execution, delivery and performance of this Security and Pledge Agreement will by the Pledgor do not violate contravene any provision requirement of any applicable law or regulation or law, the Indenture of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws Trust or any other similar organizational documents of material transactional restriction or material agreement binding on or affecting the Pledgor or any of its assets;
(iii) this Security and Pledge Entity or Agreement has been duly and properly executed and delivered by the Pledgor and constitutes a legal, valid and binding agreement of any securities issued the Pledgor enforceable against the Pledgor in accordance with its terms, except as the enforcement of rights and remedies may be limited by Pledgor or any Pledge Entity or of any mortgagebankruptcy, indentureinsolvency, leasereorganization, contractmoratorium, or other agreement, instrument similar laws now or undertaking hereafter in effect relating 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 Entitycreditors' rights, and will not result general principles of equity (regardless of whether such enforceability is considered in the creation a proceeding in equity 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 Agreementat law);
(giv) assuming no Transfer Restrictions (other than Transfer Restrictions applicable to the Pledgee retains control Series A Preferred Stock contained in the Restated Articles of Incorporation of Dollar General, as amended as of August 22, 1994, Transfer Restrictions created by this Security and holds all certificates Pledge Agreement and executed stock powers Transfer Restrictions created by the Collateral Agent or the Trust) exist with respect to or otherwise apply to the assignment of, or transfer by the Pledgor of possession of, any items of Collateral to the Collateral Agent hereunder, or the subsequent sale or transfer of such items of Collateral by the Collateral Agent pursuant to the terms hereof;
(v) except for the Pledged Shares rights of the Trust and of the Collateral Agent on the Trust's behalf established under this Security and Pledge Agreement and the Pledged CollateralForward Purchase Contract, the pledge, assignment and delivery of the Pledged Shares and the other 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 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 righthas all rights, title and security interest in and to the Pledged SharesCollateral pledged by it under this Security and Pledge Agreement, the other Pledged Collateral free and the proceeds thereof against the claims and demands clear of all Liens (other persons than the Lien created by this Security and Pledge Agreement and any Lien created by the Collateral Agent or entities; and
(hthe Trust) Neither Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.Transfer
Appears in 1 contract
Sources: Security and Pledge Agreement (Dollar General Strypes Trust)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth (i) the authorized capital stock or other equity interests of each Pledge Pledged Entity, (ii) the number of shares of capital stock or other equity interests of each Pledge Pledged 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 Pledged Entity held by Pledgor. Pledgor has the power to transfer the Pledged Collateral and is the legal 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, Liens except the liens Liens and security interests in favor of Pledgee created by this Agreement;
(b) Except except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be broughtterms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessableassessable (as applicable), and the Pledged Shares listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Pledged Entities;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authorityGovernmental Authority, which are applicable to Pledgordomestic or foreign, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Pledged Entity or of any securities issued by Pledgor or any Pledge Pledged Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or any Pledge Pledged Entity is a party or which is purports to be binding upon Pledgor or any Pledge Pledged Entity or upon any of the assets of Pledgor or any Pledge Pledged Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest Lien in any of the assets of Pledgor or any Pledge Pledged 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 Pledged Collateral pursuant to this Agreement creates a valid first lien 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 Lien or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged 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 Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither Pledgor nor any Pledged Entity (i) will not 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 not engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will not otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Appears in 1 contract
Sources: Pledge Agreement (Mru Holdings Inc)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):Bank that:
(a) Exhibit A sets forth (i) the 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. The Pledgor is the legal and beneficial owner of, of the Collateral and has good good, valid and marketable title to, to the Pledged Shares, and such shares are and will remain Collateral free and clear of all pledges, liens, security interests interests, and other encumbrances and restrictions whatsoever, except the liens and security interests for those in favor of Pledgee the Bank and those previously disclosed in writing to the Bank.
(b) The stock listed on Schedule 1 beside the name of each Pledged Subsidiary represents 100% of the beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of each Pledged Subsidiary.
(c) The Pledgor will not sell, transfer, exchange, or otherwise dispose of the Collateral, or any part thereof, without the prior written consent of the Bank and will not permit any lien, security interest, or other encumbrance to attach to the Collateral, or any part thereof, other than those in favor of the Bank or those permitted by the Bank in writing.
(d) The Pledgor will not allow any Pledged Subsidiary to issue any beneficial interests in such Subsidiary that would cause the percentage of beneficial interest in such Collateral pledged pursuant to this Agreement to fall below the percentages specified in clause (b) above, unless such additional interests are subject to the terms hereof or, if represented by certificates, such certificates are promptly delivered to Bank.
(e) The Collateral has been duly and validly issued and is fully paid and nonassessable.
(f) Pledgor will advise the Bank promptly, but in any event within 30 days prior to such happening, in reasonable detail, of (i) any security interest (other than the security interests created by this Agreement;
(b) Except as set forth on Exhibit Aon, there are no outstanding optionsor claim asserted against, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;, or (ii) the occurrence of any event, claim or occurrence that could reasonably be expected to have a material adverse effect on the value of the Collateral greater than or equal to 10% of Pledgor's Consolidated Tangible Net Worth or on the security interests created by this Agreement.
(cg) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the 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 No consent, approval or approval, authorization of or designation or filing with any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement;, except those which have been obtained or made.
(fh) the The execution, delivery and performance of this Agreement will (i) are within the Pledgor's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not violate contravene, or constitute a default under, any provision of any applicable law or regulation or of the certificate of incorporation or articles of incorporation or by-laws of the Pledgor or of any orderagreement, judgment, writinjunction, award order, decree or decree of any court, arbitrator or governmental authority, which are applicable to other instrument binding upon the Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any 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 (iv) do not result in the creation or imposition of any lien, charge or encumbrance Lien on or security interest in any asset of the assets of Pledgor or any Pledge EntityPledgor, except as otherwise contemplated by this Agreement;other than the Lien created hereby.
(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 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 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 Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither Pledgor nor any Pledged Entity (i) will become This Agreement constitutes a person whose property valid and binding agreement of the Pledgor enforceable in accordance with its terms except as such enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or interests in property are blocked or subject to blocking pursuant to Section 1 similar laws affecting the enforceability of Executive Order 13224 of September 23creditors' rights generally, 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 list of Specially Designated Nationals and Blocked Persons or subject to general legal and equitable principles of good faith, fair dealing and equity, as well as considerations of public policy as the limitations same may be held or prohibitions under any other Office of Foreign Asset Control regulation or executive orderdeemed to apply.
Appears in 1 contract
Representations and Warranties of Pledgor. As of the date hereof, and with respect to any Person who joins this Agreement following such date, each Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth (i) the 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. Such Pledgor is the legal and record beneficial owner of, and has good and marketable legal title to, the Pledged SharesInterests listed on Exhibit A, and after giving effect to the Note Purchase Agreement and the transactions contemplated to occur on the Closing Date, such shares Pledged Interests are and will remain and all other equity interests constituting Pledged Collateral will be, free and clear of all pledges, liensLiens, security interests and other encumbrances and restrictions whatsoever, except the liens Liens and security interests in favor of Pledgee created by this Agreement and the Permitted Liens (as defined in, and pursuant to, the Note Purchase Agreement), to the extent applicable to the Pledged Interests;
(b) Except Each Pledgor has full power and authority to execute and deliver this Agreement and to pledge the Pledged Interests and Pledged Collateral to Pledgee,
(c) this Agreement has been duly authorized, executed and delivered by each Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms, except as set forth on Exhibit Asuch enforceability may be limited by applicable bankruptcy, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally;
(d) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of Interests other than in connection with the other Pledged CollateralSenior Loan Documents;
(c) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(de) the Pledged Shares Interests have been been, and the Pledged Collateral constituting interests will be, duly and validly authorized and issued, and are or will be fully paid and non-assessable. Any Pledged Interest represented by stock certificates, which certificates, with undated assignments separate from such certificates, duly executed in blank by each Pledgor, shall be delivered as of the date hereof to Pledgee, for the benefit of Pledgee, each in form and substance reasonably satisfactory to Pledgee. Pledgee, shall maintain possession and custody of all certificates representing the Pledged Shares listed on Exhibit A constitute all of the issued Interests and outstanding capital stock or other equity interests of the Pledge EntitiesPledged Collateral;
(ef) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority Governmental Authority on the part of any Pledgor is required in connection with the pledge and security interest granted under this Agreement, or, as of the date hereof, the exercise by Pledgee of the voting and other rights provided for in this Agreement of any Governmental Authority or any other Person;
(fg) the execution, delivery and performance of this Agreement by each Pledgor will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgor, Governmental Authority or of the articles or certificate of organization or incorporation, certificate as applicable, by-laws or operating agreement of formation, bylaws or any other similar organizational documents of such Pledgor or of any Pledge Entity such issuer listed on Exhibit A, or of any securities issued by Pledgor or any Pledge Entity or of such issuer, or, after giving effect to the Note Purchase Agreement, any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which such Pledgor or any Pledge Entity is a party or which is purports to be binding upon such Pledgor or any Pledge Entity or upon any of its assets, and, after giving effect to the assets of Pledgor or any Pledge EntityNote Purchase Agreement and the transactions contemplated to occur on the Initial Closing Date, and will not result in the creation or imposition of any lienLien, charge or encumbrance on or security interest in any of the assets of such Pledgor or any Pledge Entity, issuer of Pledged Interests except as otherwise contemplated by this Agreement and the Note Purchase Agreement;
(gh) assuming None of the Pledgee retains control operating agreements, limited liability agreements, or other agreements governing any Pledged Interests of and holds all certificates and executed stock powers for a Company that is a limited liability company (or similar entity) provide that such Pledged Interests governed thereby are securities governed by Article 8 of the Pledged Shares UCC; and
(i) after giving effect to the Note Purchase Agreement and the Pledged Collateraltransactions contemplated to occur on the Initial Closing Date, the pledge, assignment and delivery to Pledgee of the Pledged Shares and the other Pledged Collateral Interests pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such the Pledged Shares and Pledged Collateral Interests and the proceeds thereof in favor of Pledgee, subject to no prior pledge, lienLien, mortgage, hypothecation, security interest, charge, option or encumbrance encumbrance, except Permitted Liens (as defined in, and pursuant to, the Note Purchase Agreement), to the extent applicable to the Pledged Interests, or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged CollateralInterests. Until this Agreement is terminated pursuant to Section 11 hereof, Each Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, shall use their best efforts to defend Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral Interests and the proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderwhomsoever.
Appears in 1 contract
Sources: Pledge Agreement (Global Telecom & Technology, Inc.)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long Collateral Agent on the Effective Date (as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):hereinafter defined) that:
(a) Exhibit A sets forth (i) Pledgor has the authorized capital stock or other equity interests of each Pledge Entitynecessary limited liability company power and authority to enter into this Agreement, (ii) to pledge the number of shares of capital stock or other equity interests of each Pledge Entity that are issued Collateral for the purposes described herein and outstanding as of to carry out 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 legal 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 transactions contemplated by this Agreement;.
(b) Except as set forth on Exhibit AThe execution, there are no outstanding optionsdelivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder have been (i) duly and properly authorized by all necessary limited liability company action and (ii) do not and will not result in any violation of any material agreement, warrants indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other similar agreements with respect governmental rule or regulation applicable to the Pledged Shares or any of the other Pledged Collateral;Pledgor.
(c) this This Agreement is constitutes the legal, valid and binding obligation of Pledgor, Pledgor and is enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;terms.
(d) Pledgor is the Pledged Shares have been duly direct and validly authorized and issued, are fully paid and non-assessable, and the Pledged Shares listed on Exhibit A constitute beneficial owner of all of the issued and outstanding capital stock or other equity interests of the Pledge Entities;Pledged Interests.
(e) All of the Pledged Interests have been validly issued or pledged to Pledgor and otherwise created.
(f) This Agreement creates and grants a valid first priority Lien on and a security interest in the Collateral and the proceeds thereof, subject to no prior Lien, other than (i) Liens created under this Agreement and (ii) inchoate tax liens on Equity Interests arising by operation of state law (collectively, “Permitted Liens”).
(g) Except for the restrictions on transfers required pursuant to the Gaming Laws and restrictions expressly set forth in the Investor Rights Agreement, there are no restrictions on the transfer of the Pledged Interests contained in the articles of organization or operating agreement of the Issuer pursuant to this Agreement which have not otherwise been enforceably and legally waived by the necessary parties.
(h) None of the Pledged Interests has been issued or transferred by Pledgor in violation of the Gaming Laws or any securities laws of any jurisdiction to which such issuance or transfer may be subject.
(i) There are no pending or, to Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which could reasonably be expected to materially adversely affect the aggregate value of the Collateral.
(j) Except for the required notices to, filings with and consents, authorizations and approvals from the Commission pursuant to the Gaming Laws and other consents, notices and filings specified in Schedule C attached hereto, no consent, approval or authorization of any Person and no consent, authorization, approval or designation other action by, and no notice to or filing with with, any governmental or regulatory authority on the part of Pledgor Governmental Authority is required in connection with by the pledge and Pledgor either (i) to perfect the security interest granted under this Agreement;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any 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 Collateral Agent 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 Pledged Collateral pursuant to this Agreement creates (except for the filing of a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Uniform Commercial Code financing statement with the Secretary of State of the State of Nevada to perfect the 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 Agent’s security interest in the property Collateral) or assets for the execution, delivery or performance of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. Until of 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 Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither Pledgor 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 for the exercise by the Collateral Agent of the voting or other rights or the remedies in respect of the Collateral provided for pursuant to this Agreement, except as may be required under any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject applicable securities laws relating to the limitations offer and sale of securities generally in connection with the sale or prohibitions other disposition of the Collateral.
(k) The Pledged Interests constitute one hundred percent (100%) of the issued and outstanding membership interests of the Issuer, as set forth on Schedule A annexed hereto.
(l) Except as set forth on Schedule B, as of the date hereof, there are no existing options or warrants (other than the Warrants described in the Investor Rights Agreement) or other Equity Interests evidencing any Pledged Interests and no indebtedness or securities convertible into any Pledged Interests.
(m) The Pledgor will, at all times, cause the Issuer to provide in its operating agreement or other applicable organizational document that all Pledged Interests of the Issuer will be “securities” under any other Office Article 8 of Foreign Asset Control regulation or executive orderthe Uniform Commercial Code of the State of Nevada.
(n) None of the Pledged Interests will constitute “uncertificated securities” as defined in Article 8 of the Uniform Commercial Code of the State of New York (the “New York UCC”). The representations and warranties set forth in this Section 4 shall survive the execution and delivery of this Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Bh Re LLC)
Representations and Warranties of Pledgor. The Pledgor represents represents, warrants and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):
(a) Exhibit A sets forth agrees that: (i) the authorized capital stock or other equity interests of each Pledge EntityPledged Collateral is duly and validly issued, (ii) fully paid and nonassessable and duly and validly pledged with 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 legal 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, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor Administrative Agent in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the 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-assessablelaw, and the Pledged Shares listed on Exhibit A constitute all of Pledgor agrees to defend 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 any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any 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 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 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, PledgeeAdministrative Agent’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitieswhomsoever; and
(h) Neither Pledgor 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 it has good title to all of the Pledged Collateral, free and clear of all claims, security interests, mortgages, pledges, liens and other encumbrances of every nature whatsoever except to or in any dealings or transactions prohibited by Section 2 favor of such executive order, or the Administrative Agent and that it has the right to pledge the Pledged Collateral as herein provided; (iii) each Certificate is issued in the name of Pledgor; (iv) each Certificate has attached thereto a stock power duly signed in blank by an appropriate officer of Pledgor; (v) the security interest in the Pledged Collateral created hereby constitutes a first, prior, and indefeasible security interest with respect to such collateral; (vi) the possession by the Administrative Agent of the Certificates representing the Pledged Securities and custody of certain Pledged Stock held in the DTC Account will otherwise become perfect the Secured Parties’ interest therein; and (vii) it shall provide such additional endorsements, forms and writings and execute all documents and take such other action as the Administrative Agent deems necessary to create and perfect a person on security interest in the list Pledged Collateral as the Administrative Agent may at any time reasonably request in connection with the administration or enforcement of Specially Designated Nationals and Blocked Persons this Agreement or subject to the limitations or prohibitions under any other Office administration of Foreign Asset Control regulation or executive orderthe Pledged Collateral.
Appears in 1 contract
Sources: Pledge Agreement (Tracinda Corp)
Representations and Warranties of Pledgor. The Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth (i) the authorized capital stock or and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock or and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or and other equity interests of each Pledge Entity held by such Pledgor. Such Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged SharesInterests of such Pledgor, and such shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of Pledgee created by this Agreement;
(b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares Interests or any of the other Pledged Collateral;
(c) this This Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(d) the The Pledged Shares Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Shares Interests listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities;
(e) no No consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to the Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of the Pledgor or any Pledge Entity or of any securities issued by the Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which is binding upon the Pledgor or any Pledge Entity or upon any of the assets of the Pledgor or any Pledge Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the 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 The pledge, assignment and delivery of the Pledged Shares Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares Interests and Pledged Collateral and the proceeds thereof in favor of Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares Interests or any other Pledged Collateral. Until this Agreement is terminated pursuant to Section 11 hereof, the Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, Pledgee▇▇▇▇▇▇▇’s right, title and security interest in and to the Pledged SharesInterests, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and
(h) Neither the Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Appears in 1 contract
Sources: Pledge Agreement
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, Agent and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):Lenders that:
(a) Exhibit A Schedule I sets forth with respect to Pledgor (i) ---------- the authorized capital stock or other equity interests of each Pledge EntitySubsidiary (to the knowledge of the Pledgor with respect to the authorized capital stock of the Target and its Subsidiaries (as such term is defined in the Loan Agreement)), (ii) the number of shares of capital stock or other equity interests of each Pledge Entity Subsidiary (to the knowledge of the Pledgor with respect to the authorized capital stock of the Target and its Subsidiaries (as such term is defined in the Loan Agreement)) that are issued and outstanding as of the date hereof, hereof and (iii) the percentage number of the issued and outstanding shares of capital stock or other equity interests of each Pledge Entity Subsidiary (to the knowledge of the Pledgor with respect to the authorized capital stock of the Target and its Subsidiaries (as such term is defined in the Loan Agreement)) held by Pledgorin its treasury. Pledgor is the legal 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 Pledgor has full power, authority and legal right to execute the pledge provided for herein and to pledge the Pledged Shares to Agent, on Exhibit Abehalf of Lenders;
(c) This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance with terms;
(d) There are no outstanding options, warrants or other agreements with respect to the Pledged Shares and there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any other shares of the other Pledged Collateral;capital stock of any Subsidiary except, in each case, as set forth in Schedule 3(d) hereto; -------------
(ce) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(d) the The Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable, assessable and the Pledged Shares listed on Exhibit A constitute represent all of the issued and outstanding shares of the capital stock or other equity interests of the Pledge Entitieseach Subsidiary;
(ef) no No consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement;Agreement except as set forth on Schedule 3(f) hereto; ------------
(fg) the The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgordomestic or foreign, or of the articles charter or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents by-laws of Pledgor or any Pledge Entity Subsidiary or of any securities issued by Pledgor or any Pledge Entity Subsidiaries or of any mortgage, indenture, lease, contract, or other material agreement, instrument or undertaking to which Pledgor or any Pledge Entity Subsidiary is a party or which is purports to be binding upon Pledgor or any Pledge Entity Subsidiary or upon any of the assets of Pledgor or any Pledge Entityits assets, 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, Subsidiary except as otherwise contemplated by this Agreement;
(gh) assuming the Pledgee retains control The pledge and assignment to Agent, on behalf of and holds all certificates and executed stock powers for the Pledged Shares and the Pledged CollateralLenders, the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and a first perfected first priority security interest in such the Pledged Shares and Pledged Collateral and the proceeds thereof in favor of PledgeeAgent, on behalf of Lenders, 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 any Pledgor which would include the Pledged Shares or any other Pledged CollateralShares. 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 defend Agent's right, title and security interest in and to the Pledged Shares, the other Pledged Collateral Shares and the proceeds thereof against the claims and demands of all other persons or entitieswhomsoever; and
(h) Neither Pledgor nor any Pledged Entity (i) will become a person whose property All information heretofore, herein or interests in property are blocked hereafter supplied to Agent by or subject to blocking pursuant to Section 1 on behalf of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions Pledgor 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 list of Specially Designated Nationals and Blocked Persons or subject respect to the limitations or prohibitions under Pledged Shares is and will be accurate and complete in all material respects, taking into account any other Office amendments to Schedules as a result of Foreign Asset Control regulation or executive orderany disclosures made by Pledgor to Agent after the Closing Date and approved by Agent.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth (i) the 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 legal record and beneficial owner of, and has good and marketable legal title to, the Pledged SharesInterests listed on Exhibit A, and such shares interests are and will remain and all other interests constituting Pledged Collateral will be, free and clear of all pledges, liensLiens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests created by this Agreement and second priority Liens in favor of Pledgee created by this Agreementthe Trafalgar Subordinated Lenders securing the Trafalgar Subordinated Debt;
(b) Except Pledgor has full power, authority and legal right to execute the pledge provided for herein and to pledge the Pledged Interests and any additional Pledged Collateral to Pledgee, for the benefit of the Pledgee and the Lenders;
(c) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance with its terms, except as set forth on Exhibit Asuch enforceability may be limited by applicable bankruptcy, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally;
(d) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged CollateralInterests;
(c) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(de) the Pledged Shares Interests have been been, and all additional Pledged Collateral constituting capital stock, membership interests, partnership interests or other similar equity interests will be, duly and validly authorized and issued, and are or will be fully paid and non-assessable, and the . The Pledged Shares Interests listed on Exhibit A constitute all one hundred percent of the issued and outstanding of the capital stock or other equity interests of the Pledge EntitiesCarbiz USA;
(ef) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement, or the exercise by Pledgee of the voting and other rights provided for in this Agreement;
(fg) the execution, delivery and performance of this Agreement by Pledgor will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgordomestic or foreign, or of the articles charter or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents by-laws of Pledgor or any Pledge Entity Issuer or of any securities issued by Pledgor or any Pledge Entity Issuer or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or any Pledge Entity Issuer is a party or which is purports to be binding upon Pledgor or any Pledge Entity Issuer or upon any of the assets of Pledgor or any Pledge Entitytheir respective assets, 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, Issuer except as otherwise contemplated by this Agreement;
(gh) 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 to Pledgee of the Pledged Shares and the other Pledged Collateral Interests pursuant to this Agreement creates a valid first lien on and a first perfected first priority security interest in such the Pledged Shares and Pledged Collateral Interests and the proceeds thereof in favor of Pledgee, for the benefit of Pledgee and the Lenders, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged CollateralInterests. Until this Agreement is terminated pursuant to Section 11 hereof, Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, defend Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral Interests and the proceeds thereof against the claims and demands of all other persons whomsoever;
(i) Pledgor hereby irrevocably authorizes Pledgee at any time and from time to time (for so long as any of the Liabilities remain outstanding and any commitment under the Loan Agreement remains effective and to the extent permitted by applicable law) to file in any filing office in any UCC or entitiesPPSA jurisdiction one or more (i) UCC financing or continuation statements and amendments thereto and/or (ii) PPSA registration statements, relating to all or any part of the Pledged Collateral; and
(hj) Neither Pledgor nor any each Pledged Entity Interest consisting of either (i) will become a person whose property membership interest in an Issuer that is a limited liability company 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 a partnership interest in any dealings an Issuer that is a partnership (if any) are “securities” governed by Article 8 of the UCC. Certificates evidencing such membership interests or transactions prohibited partnership interests (if any) have been issued to Pledgor by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderapplicable Issuer.
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Sources: Pledge Agreement (Carbiz Inc)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that for so long as the Liabilities remain outstanding (other than indemnity obligations for which no claim is asserted):that:
(a) Exhibit A sets forth (i) the 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 has the power to transfer the Pledged Collateral and is the legal 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, Liens except the liens Liens and security interests in favor of Pledgee created by this Agreement;
(b) Except Pledgor has rights in and the power to transfer the Account Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Account Collateral, to Pledgor acquiring the same) and no Lien other than Permitted Liens exists or will exist upon such Collateral at any time;
(c) this Agreement is effective to create in favor of Pledgee a valid security interest in and Lien upon all of Pledgor’s right, title and interest in and to the Account Collateral, and upon the Blocked Account being subject to an account control agreement (the “Blocked Account Agreement”) in the form attached hereto as Exhibit B among the Pledgor, the depository institution and the Pledgee on behalf of the Buyers, such security interest will be a duly perfected first priority security interest in all of the Account Collateral;
(d) pursuant to the Blocked Account Agreement, Pledgor shall grant to Pledgee a continuing lien upon, and security interest in, the Account Collateral, and the depository institution shall act as Pledgee’s agent in connection therewith;
(e) Pledgor hereby authorizes the financial institution at which the Blocked Account is maintained to provide Pledgee with such information with respect to the Blocked Account as Pledgee from time to time reasonably may request, and Pledgor hereby consents to such information being provided to Pledgee;
(f) except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(cg) this Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be broughtterms;
(dh) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessableassessable (as applicable), and the Pledged Shares listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge EntitiesEntity;
(ei) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(fj) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgordomestic or foreign, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any 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 purports to be 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 Lien in any of the assets of Pledgor or any Pledge Entity, except as otherwise contemplated by this Agreement;
(gk) 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 Pledged Collateral pursuant to this Agreement creates and the filing in the appropriate filing office of a UCC financing statement describing the Pledged Collateral consisting of uncertificated membership interests as collateral create a valid first lien 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 Lien or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged 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 Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and;
(hl) Neither Pledgor nor any hereby represents and warrants that the Pledged Entity Collateral is uncertificated;
(m) Pledgor (i) will not 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 not engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will not otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
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