Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in full) that: (a) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor. (b) This Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms. (c) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral. (d) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable. (e) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder. (f) There are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral. (g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement. (h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens"). (i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties. (j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. (k) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
Appears in 3 contracts
Sources: Stock Pledge Agreement (Greenshift Corp), Stock Pledge Agreement (Greenshift Corp), Stock Pledge Agreement (Greenshift Corp)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
(a) The the execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.;
(b) This this Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.;
(ci) all Pledged Stock owned by Pledgor is set forth on Schedule A hereto and (ii) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.Pledged Stock;
(d) All all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.;
(e) No no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.;
(f) There there are no pending or, to the best of Pledgor's ’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.;
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase AgreementsDocuments, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "“Liens"”).
(i) There there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuer.
Appears in 2 contracts
Sources: Stock Pledge Agreement (One2one Living Corp), Stock Pledge Agreement (Terra Tech Corp.)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee Agent (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and the Guaranty has been irrevocably terminated) that:
(a) Pledgor has the requisite power and authority to enter into this Agreement, to pledge the Collateral for the purposes described herein and to carry out the transactions contemplated by this Agreement.
(b) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder have been duly and properly authorized and do not and will not result in any violation of any material agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(bc) This Agreement constitutes the legal, valid, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms, except as enforceability may be limited by any applicable federal or state bankruptcy, reorganization, moratorium or insolvency law relating to or affecting the enforcement of creditors’ rights generally.
(cd) Pledgor is the direct and exclusive beneficial owner of each share of the CollateralPledged Stock.
(de) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(ef) No consent Upon delivery of the Pledged Stock to Agent or approval of any personan agent for Agent, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery this Agreement creates and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to grants a valid first lien on and perfected security interest in the Collateral or (iii) the pledge and assignment of, and the grant of a security interest inproceeds thereof, the Collateral hereunder.
(f) There are subject to no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, free and clear of any other prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "“Liens")”) or to any agreement purporting to grant to any third party a Lien upon the property or assets of Pledgor which would include the Collateral other than Permitted Encumbrances, it being understood that enforcement thereof may be subject to the requirement of the jurisdiction in which the issuer is located.
(ig) There are no restrictions on transfer of the Pledged Stock contained in the certificate Certificate of incorporation Incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(jh) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(ki) The There are no pending or, to the best of Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(j) No consent, approval, authorization or other order of any Person and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by the Pledgor either (i) for the pledge and assignment of the Collateral and the grant of a security interest under pursuant to this Agreement vest or for the execution, delivery or performance of this Agreement or (ii) for the exercise by the Agent of the voting or other rights provided for in Pledgee all rights this Agreement or the remedies in respect of Pledgor in the Collateral pursuant to this Agreement, except as contemplated may be required in connection with such disposition by laws affecting the offering and sale of securities generally or the laws of the jurisdiction to which the issuer is located.
(k) No notification of the pledge evidenced hereby to any Person is required.
(l) The Pledged Stock constitutes the indicated percentage of the issued and outstanding shares of capital stock of the Issuers thereof set forth on Schedule A annexed hereto.
(m) As of the date hereof, there are no existing options, warrants, calls or commitments of any such character whatsoever relating to any Pledged Stock and no indebtedness or other security convertible into any Pledged Stock. 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 (Presstek Inc /De/)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and the Purchase Agreement has been irrevocably terminated) that:
(a) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(b) This Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
(c) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.
(d) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.
(f) There are no pending or, to the best of Pledgor's ’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase AgreementsAgreement, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "“Liens"”).
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of the respective Issuer.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee Pledgee, as of the Closing Date and as of the date of the making of each Advance and issuance of Standby Letter of Credit (or other extension of credit) made or issued thereafter, as though made on and as of the date of such Advance and issuance of such Standby Letter of Credit (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be deemed to continue to be made until all as of the Indebtedness has been paid in full) such earlier date), that:
(a) Pledgor has the requisite power and authority to enter into this Agreement, to pledge the Collateral for the purposes described herein and to carry out the transactions contemplated by this Agreement.
(b) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder have been duly and properly authorized and do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(bc) This Agreement constitutes the legal, valid, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
(cd) Pledgor is the direct and exclusive beneficial owner of each share of the CollateralPledged Stock and/or the Pledged Membership Interests.
(de) All of the shares of the Pledged Stock and the Pledged Membership Interests have been duly authorized, validly issued and are fully paid and nonassessable.
(ef) No consent Upon delivery of the Pledged Stock and the Pledged Membership Interests to Pledgee or approval of any personan agent for Pledgee, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery this Agreement creates and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to grants a valid first lien on and perfected security interest in the Collateral or (iii) the pledge and assignment of, and the grant of a security interest inproceeds thereof, the Collateral hereunder.
(f) There are subject to no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, free and clear of any other prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "“Liens")”) or to any agreement purporting to grant to any third party a Lien upon the property or assets of Pledgor which would include the Collateral.
(ig) There are no restrictions on transfer of the Pledged Stock or the Pledged Membership Interests contained in the certificate of incorporation or by-laws laws, or the certificate of formation, limited liability company agreement or other organizational documents, as the case may be, of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(jh) None of the Pledged Stock or the Pledged Membership Interests has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(ki) The There are no pending or, to the best of Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(j) No consent, approval, authorization or other order of any Person and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by the Pledgor either (i) for the pledge and assignment of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement or (ii) for the exercise by the Pledgee of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(k) No notification of the pledge evidenced hereby to any Person is required.
(l) The Pledged Stock and the grant Pledged Membership Interests constitute one hundred percent (100%) of a the issued and outstanding shares of capital stock and limited liability company interests of the Issuers thereof set forth on Schedule A annexed hereto.
(m) As of the date hereof, there are no existing options, warrants, calls or commitments of any such character whatsoever relating to any Pledged Stock or Pledged Membership Interests and no indebtedness or other security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreementconvertible into any Pledged Stock or Pledged Membership Interests.
Appears in 1 contract
Sources: Pledge Agreement (Reis, Inc.)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee Laurus (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
(a) The the execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.;
(b) This this Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.;
(ci) all Pledged Securities owned by Pledgor is set forth on Schedule A hereto and (ii) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.Pledged Securities;
(d) All all of the shares of the Pledged Stock Securities have been duly authorized, validly issued and are fully paid and nonassessable.;
(e) No no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee Laurus of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.;
(f) There there are no pending or, to the best of Pledgor's ’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.;
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee Laurus in accordance with the terms of this Agreement.;
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee Laurus hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase AgreementsDocuments, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "“Liens"”).;
(i) There there are no restrictions on transfer of the Pledged Stock Securities contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.;
(j) None none of the Pledged Stock Securities has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.;
(k) The the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee Laurus all rights of Pledgor in the Collateral as contemplated by this Agreement.;
(l) The Pledged Securities constitute one hundred percent (100%) of the issued and outstanding shares in the capital stock of T▇▇▇▇▇ Equipment Europe N.V.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all warrants, as of the Indebtedness has been paid in full) Effective Date, that:
(a) All the shares of, and other interests constituting, the Pledged Units have been duly and validly issued and are fully paid and nonassessable, except as such non-assessability may be affected by Section 17-607 of the Delaware Act (as defined in the Limited Partnership Agreement).
(b) Pledgor (i) is the record and beneficial owner of and sole holder of the Pledged Units and all of the other Collateral, (ii) will be the record and beneficial owner of any Pledged HEP Units that become Collateral after the Effective Date and all other Collateral hereafter acquired, in each case of clause (i) and (ii), free and clear of all claims, liens, options and encumbrances of any kind, except for the security interests arising under this Pledge Agreement and any Applicable ROFR, and (iii) has the right and authority to pledge and assign the Collateral and grant a security interest therein as herein.
(c) The execution, delivery and performance of this Pledge Agreement by Pledgor will not cause a violation of or a default under the Operating Agreements. Further, the execution, delivery and performance of this Pledge Agreement and the pledge of the Collateral hereunder do not and by Pledgor will not result in any cause a violation of or a default under (i) any mortgage, lease or other agreement, indentureoral or written, instrumentto which Pledgor is a party or by which any of its assets are subject, licenseor (ii) any pending litigation, judgment, decree, arbitration award, governmental order, statute, law, statutetreaty, ordinance rule or regulation to which Pledgor is subject, nor will this Pledge Agreement cause a dissolution or other termination of Pledgor or HEP.
(d) The pledge, assignment, lien and security interest granted pursuant to this Pledge Agreement constitutes a valid, perfected first priority pledge, assignment, lien and security interest of or in all of the Collateral owned by Pledgor, enforceable as such against Pledgor, 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, moratorium or other similar laws relating to or affecting the rights of creditors generally and to general principles of equity).
(e) The state of formation of Pledgor, together with the principal place of business of Pledgor, is listed on Schedule 2. Pledgor will not change its state of formation or principal place of business except upon at least thirty (30) days’ prior written notice to Secured Party and the delivery to Secured Party of such financing statements and other documents as Secured Party may require in connection therewith.
(f) No approval by, authorization of, or filing with any federal, state or other governmental rule commission, agency or regulation applicable to authority is necessary in connection with the execution, delivery and performance by Pledgor, or the validity or enforceability, of this Pledge Agreement.
(bg) No approval by or authorization or consent of any other Person is necessary to authorize or validate the execution and delivery of this Pledge Agreement, or if such approval, authorization, or consent is necessary, it has been otherwise obtained and is in full force and effect.
(h) The grant of the security interest contemplated by this Pledge Agreement does not violate and does not require that any filing, registration or other act be taken with respect to any and all laws pertaining to the registration or transfer of securities, including without limitation the Securities Act and the Securities and Exchange Act of 1934, and any and all rules and regulations promulgated thereunder (collectively, the “Securities Laws”), as such laws are amended and in effect from time to time, and the Pledged Units in HEP are represented by a “certificated security” as that term is defined in the Code. Nothing herein shall constitute a representation or warranty by Pledgor that the issuance by HEP of the Pledged HEP Units complies with Securities Laws.
(i) Pledgor has the requisite organizational power and authority, and the legal right, to make, deliver and perform this Pledge Agreement and to grant the liens and security interests provided for herein. Pledgor has taken all necessary organizational action to authorize the execution, delivery and performance of this Pledge Agreement and to grant the liens and security interests provided for herein. This Pledge Agreement has been duly executed and delivered on behalf of Pledgor. This Pledge Agreement constitutes the a legal, valid, valid and binding obligation of Pledgor Pledgor, enforceable against Pledgor in accordance with its terms.
(c) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.
(d) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.
(f) There are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the pledge enforcement of creditors’ rights generally and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset general equitable principles (whether enforcement is sought by proceedings in equity or encumbrance whatsoever (collectively, "Liens"at law).
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None All actions and other requirements under the Operating Agreements (including, without limitation, those set forth or referenced in Section 6.7(b) of the Pledged Stock has Limited Partnership Agreement) necessary to permit Pledgor to transfer the HEP Units (other than the recording of such transfer in the books and records of HEP) have been issued or transferred in violation satisfied and the HEP Units are fully transferable under the provisions of the securities registration, securities disclosure or similar laws of Limited Partnership Agreement and any jurisdiction to which such issuance or transfer may be subjectother Operating Agreements.
(k) The pledge and assignment Pledgor has delivered to Secured Party a certificate, dated the Effective Date, from the chief financial officer (or comparable officer) of Pledgor, in the form attached hereto as Exhibit B, as to the solvency of the Collateral and Pledgor as of the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this AgreementEffective Date.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee HSBC (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and the Loan Agreement has been irrevocably terminated) that:
(a) Pledgor has the requisite power and authority to enter into this Agreement, to pledge the Collateral for the purposes described herein and to carry out the transactions contemplated by this Agreement.
(b) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder have been duly and properly authorized and do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(bc) This Agreement constitutes the legal, valid, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
(cd) Pledgor is the direct and exclusive beneficial owner of each share of the CollateralPledged Stock set forth under Pledgor’s name on Schedule A annexed hereto.
(de) All of the shares Collateral consisting of the Pledged Stock have has been duly authorized, validly issued and are fully paid and nonassessable.
(ef) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this This Agreement, (ii) together with the exercise by Pledgee of any rights with respect to Loan Agreement, creates and grants a valid first lien on and perfected security interest in the Collateral or (iii) the pledge and assignment of, and the grant of a security interest inproceeds thereof, the Collateral hereunder.
(f) There are subject to no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, free and clear of any other prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "“Liens")”) or to any agreement purporting to grant to any third party a Lien upon the property or assets of Pledgor which would include the Collateral.
(ig) There are no restrictions on transfer of the Pledged Stock contained in the certificate Certificate of incorporation Incorporation or by-laws (or Certificate of Formation, limited liability company agreement or other organizational documents, as the case may be) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(jh) None of the Collateral consisting of Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(ki) The There are no pending or, to the best of Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(j) No consent, approval, authorization or other order of any Person and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by Pledgor either (i) for the pledge and assignment of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement or (ii) for the exercise by the HSBC of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(k) No notification of the grant pledge evidenced hereby to any Person is required.
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock and limited liability company interests of the Issuers thereof set forth on Schedule A annexed hereto, except in the case of any Issuers of a Foreign Subsidiary.
(m) As of the date hereof, there are no existing options, warrants, calls or commitments of any such character whatsoever relating to any Collateral consisting of Pledged Stock and no indebtedness or other security interest under convertible into any Collateral.
(n) As of the date hereof any proxy or proxies heretofore given by Pledgor to any Person or Persons whatsoever have been revoked.
(o) The Pledged Notes described in Schedule B hereto constitute all of the promissory notes held by Pledgor.
(p) Each of Pledgor’s Pledged Notes constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in equity or at law). The representations and warranties set forth in this Agreement vest in Pledgee all rights Section 4 shall survive the execution and delivery of Pledgor in the Collateral as contemplated by this Agreement.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in full) thatSecured Party as follows:
(a) The No consent of any other person or entity (including, without limitation, any owner or creditor of Pledgor), is required in connection with the execution, delivery and performance by Pledgor delivery, performance, validity or enforceability of this Agreement and other than the pledge consent of the Collateral hereunder do not and will not result in any violation Senior Lender with respect to the Senior Loan, which consent of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to PledgorSenior Lender has been obtained contemporaneously herewith.
(b) This Agreement constitutes Pledgor is duly organized, validly existing and in good standing under the legal, valid, laws of the state of its formation and binding obligation has all requisite power and authority under the laws of Pledgor enforceable against Pledgor in accordance with such state and under its termsorganizational and charter documents to enter into and perform its obligations under this Agreement.
(c) Pledgor is the direct has taken all necessary legal and exclusive beneficial owner of each share of the Collateral.
(d) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) action to authorize the execution, delivery and performance of this Agreement, and this Agreement constitutes the valid and binding obligation and agreement of Pledgor, enforceable in accordance with its terms, subject to limitations as to enforceability imposed by bankruptcy, reorganization, moratorium, insolvency and other laws of general application relating to or affecting the enforceability of creditors' rights and to equitable principles.
(d) Pledgor has not received any notice of default under any agreement or instrument to which Pledgor is a party or by which Pledgor or Pledgor's assets may be bound which default would have a material adverse effect on Pledgor's business, assets, property or financial or other condition, and Pledgor is not in default under any order, judgment, award or decree of any court, arbitrator or other governmental authority binding upon or affecting Pledgor or by which any of Pledgor's assets may be bound or affected.
(e) Neither the execution and delivery of this Agreement nor the compliance by Pledgor with the terms and provisions hereof are events which of themselves, or with the giving of notice or the passage of time, or both, would constitute, on the part of Pledgor, a violation of or conflict with, or result in any breach of, or default under, the terms, conditions or provisions of, or require any consent, permit, approval, authorization, declaration or filing which has not been made or obtained under or pursuant to, (i) any statute, law, judgment, decree, order, rule or regulation applicable to Pledgor, (ii) the exercise by Pledgee organizational and charter documents of any rights with respect to the Collateral or Pledgor, if any, or, (iii) except as set forth in the pledge documents listed on Exhibit A annexed hereto and assignment ofon the Disclosure Schedule (as such term is defined in the Original Konover 2 Pledge Agreement) that was delivered by Pledgor to Capital Trust simultaneously with the delivery of the Original Konover 2 Pledge Agreement (EXHIBIT A together with the Disclosure Schedule is hereinafter collectively referred to as the "DISCLOSURE SCHEDULES"), and any other agreement or instrument to which Pledgor is a party (other than the grant Senior Loan had the consent of a security interest inthe Senior Lender not been obtained with respect hereto, such consent of Senior Lender having been so obtained contemporaneously herewith) or by which Pledgor, or Pledgor's assets, are bound, or result in the Collateral hereundercreation or imposition of any lien, charge or encumbrance of any nature whatsoever on any of the assets of Pledgor, and, except as set forth in the documents listed on the Disclosure Schedules, no such condition or event of itself, or with the giving of notice or the passage of time, or both, will result in the acceleration of the due date of any obligation of Pledgor or by which any of Pledgor's assets are bound.
(f) There are no pending or, After giving effect to the best documents set forth on Exhibit A annexed hereto and delivered in connection herewith, the Disclosure Schedule originally delivered by Pledgor to Capital Trust simultaneously with the Original Konover 2 Pledge Agreement is true, correct and complete as of Pledgor's knowledgethe date hereof and no modifications, threatened actions amendments or proceedings before any courtother changes have been made to the documents listed therein since such delivery date, judicial bodyexcept for those modifications, administrative agency or arbitrator which may materially adversely affect amendments and other changes contemplated by the Collateraldocuments set forth on Exhibit A hereto and delivered in connection herewith.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There are no restrictions on transfer judgments presently outstanding and unsatisfied against Pledgor or any of Pledgor's assets, and neither Pledgor nor any of Pledgor's assets is a party to or the Pledged Stock contained subject of any actions or suits or proceedings in the certificate of incorporation equity or by-laws of the Issuer by any governmental authorities, and no such litigation or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock proceeding has been issued threatened against Pledgor or transferred against any of Pledgor's assets, and no investigation in violation contemplation of the securities registration, securities disclosure such litigation or similar laws of any jurisdiction to which such issuance proceeding has begun or transfer may be subjectis pending or has been threatened.
(k) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
Appears in 1 contract
Sources: Pledge and Security Agreement (Lazard Freres Real Estate Investors LLC)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee Laurus (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
(a) The the execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.;
(b) This this Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.;
(ci) all Pledged Stock owned by Pledgor is set forth on Schedule A hereto and (ii) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.Pledged Stock;
(d) All all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.;
(e) No no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee Laurus of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.;
(f) There there are no pending or, to the best of Pledgor's ’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.;
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee Laurus in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee Laurus hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase AgreementsDocuments, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "“Liens"”).
(i) There there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee Laurus all rights of Pledgor in the Collateral as contemplated by this Agreement.
(l) The Pledged Stock constitutes (i) one hundred percent (100%) of the issued and outstanding shares of capital stock of T▇▇▇▇▇ Ventures, Inc. and (ii) one hundred percent (100%) of the issued and outstanding common shares of T▇▇▇▇▇ Equipment 2004, Inc.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in full) that:
(a) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(b) This Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
(c) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.
(d) All of the shares of the Pledged Stock Collateral have been duly authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.
(f) There are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase AgreementsSPA Agreement, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(kj) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee Federal Partners (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
(a) The the execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.;
(b) This this Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.;
(ci) all Pledged Stock owned by Pledgor is set forth on Schedule A hereto and (ii) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.Pledged Stock;
(d) All all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.;
(e) No no consent or approval of any person, corporation, governmental body, regulatory authority or other entityentity that has not been obtained, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee Federal Partners of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.;
(f) There there are no pending or, to the best of Pledgor's ’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.;
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee Federal Partners in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee Federal Partners hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase AgreementsDocuments, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "“Liens"”).
(i) There there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee Federal Partners all rights of Pledgor in the Collateral as contemplated by this Agreement.
(l) the Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of the Issuer.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
(a) The the execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.;
(b) This this Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.terms except as limited by bankruptcy, insolvency, reorganization, moratorium or similar law relating to or affecting the enforcement of creditors' rights generally;
(ci) all Pledged Stock owned by Pledgor is set forth on Schedule A hereto and (ii) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.Pledged Stock;
(d) All all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.;
(e) No no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.;
(f) There there are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.;
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to the Pledgee in accordance with the terms of this Agreement.
(h) Subject to the Pledgors' disclosures on Schedule 4.9 of the Securities Purchase Agreement Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase AgreementsDocuments, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in the Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuer.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee Pledgees (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
(a) The the execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.;
(b) This this Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.;
(ci) all Pledged Stock owned by Pledgor is set forth on Schedule A hereto and (ii) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.Pledged Stock;
(d) All all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.;
(e) No no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee the Pledgees of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.;
(f) There there are no pending or, to the best of Pledgor's ’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.;
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee Pledgees in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee Pledgees hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase AgreementsDocuments, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "“Liens"”).
(i) There there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer Company or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee Pledgees all rights of Pledgor in the Collateral as contemplated by this Agreement.
(l) The Pledged Stock constitutes 28.83% of the issued and outstanding shares of capital stock of the Company upon completion of the transactions contemplated in the Purchase Agreement.
Appears in 1 contract
Sources: Stock Pledge Agreement (Hague Corp.)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness Obligations has been paid in fullfull and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
(a) The the execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.;
(b) This this Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.;
(ci) all Pledged Stock owned by Pledgor is set forth on Schedule A hereto and (ii) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.Pledged Stock;
(d) All all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.;
(e) No no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.;
(f) There there are no pending or, to the best of Pledgor's ’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.;
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase AgreementsDocuments, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "“Liens"”).
(i) There there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
(l) The Pledged Stock constitutes the respective percentage of the issued and outstanding shares of capital stock of each Issuer as set forth on Schedule A.
Appears in 1 contract
Sources: Securities Purchase Agreement (Codesmart Holdings, Inc.)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in full) that:
(a) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(b) This Agreement constitutes the legal, valid, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
(c) Pledgor is Other than a deposit account control agreement to be executed on or prior to the direct date hereof in favor of and exclusive beneficial owner of each share of on terms satisfactory to Pledgee by the Collateral.
(d) All of the shares of financial institution at which the Pledged Stock have been duly authorizedAccount (as defined in Schedule A hereto) is maintained, validly issued and are fully paid and nonassessable.
(e) No no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this AgreementAgreement or, (ii) the exercise by Pledgee of any rights with respect to the Collateral or (iii) for the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.
(fd) There are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(ge) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(hf) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, is free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(kg) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee Laurus (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullTermination Date (as such term is hereinafter defined) that:
(a) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(b) This Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms, except as may be limited by general equity principles and the effect of applicable bankruptcy, insolvency or similar laws relating to or affecting creditors’ rights generally.
(c) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.
(d) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this AgreementAgreement or, (ii) the exercise by Pledgee Laurus of any rights with respect to the Collateral or (iii) for the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.
(fd) There are no pending or, to the best of Pledgor's ’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(ge) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee Laurus in accordance with the terms of this Agreement.
(hf) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunderLaurus hereunder and any lien on the Collateral that may be held by the institution at which the Account (as hereinafter defined) that constitutes part of the Collateral is located (collectively, “Permitted Liens”), the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, is free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "“Liens"”).
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(kg) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee Laurus all rights of Pledgor in the Collateral as contemplated by this Agreement.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in full) thatSecured Party as follows:
(a) The No consent of any other person or entity (including, without limitation, any owner or creditor of Pledgor), is required in connection with the execution, delivery and performance by Pledgor delivery, performance, validity or enforceability of this Agreement and other than the pledge consent of the Collateral hereunder do not and will not result in any violation Senior Lender with respect to the Senior Loan, which consent of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to PledgorSenior Lender has been obtained contemporaneously herewith.
(b) This Agreement constitutes Pledgor is duly organized, validly existing and in good standing under the legal, valid, laws of the state of its formation and binding obligation has all requisite power and authority under the laws of Pledgor enforceable against Pledgor in accordance with such state and under its termsorganizational and charter documents to enter into and perform its obligations under this Agreement.
(c) Pledgor is the direct has taken all necessary legal and exclusive beneficial owner of each share of the Collateral.
(d) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) action to authorize the execution, delivery and performance of this Agreement, and this Agreement constitutes the valid and binding obligation and agreement of Pledgor, enforceable in accordance with its terms, subject to limitations as to enforceability imposed by bankruptcy, reorganization, moratorium, insolvency and other laws of general application relating to or affecting the enforceability of creditors' rights and to equitable principles.
(d) Pledgor has not received any notice of default under any agreement or instrument to which Pledgor is a party or by which Pledgor or Pledgor's assets may be bound which default would have a material adverse effect on Pledgor's business, assets, property or financial or other condition, and Pledgor is not in default under any order, judgment, award or decree of any court, arbitrator or other governmental authority binding upon or affecting Pledgor or by which any of Pledgor's assets may be bound or affected.
(e) Neither the execution and delivery of this Agreement nor the compliance by Pledgor with the terms and provisions hereof are events which of themselves, or with the giving of notice or the passage of time, or both, would constitute, on the part of Pledgor, a violation of or conflict with, or result in any breach of, or default under, the terms, conditions or provisions of, or require any consent, permit, approval, authorization, declaration or filing which has not been made or obtained under or pursuant to, (i) any statute, law, judgment, decree, order, rule or regulation applicable to Pledgor, (ii) the exercise by Pledgee organizational and charter documents of any rights with respect to the Collateral Pledgor, if any, or (iii) except as set forth in the pledge and assignment of, documents listed on EXHIBIT A annexed hereto and the grant Disclosure Schedule (as such term is defined in the Original Konover Pledge Agreement) that was delivered by Pledgor to Capital Trust simultaneously with the delivery of the Original Konover Pledge Agreement (EXHIBIT A together with the Disclosure Schedule is hereinafter collectively referred to as the "DISCLOSURE SCHEDULES"), any other agreement or instrument to which Pledgor is a security interest inparty (other than the Senior Loan had the consent of the Senior Lender not been obtained with respect hereto, such consent of Senior Lender having been so obtained contemporaneously herewith) or by which Pledgor, or Pledgor's assets, are bound, or result in the Collateral hereundercreation or imposition of any lien, charge or encumbrance of any nature whatsoever on any of the assets of Pledgor, and, except as set forth in the documents listed on the Disclosure Schedules, no such condition or event of itself, or with the giving of notice or the passage of time, or both, will result in the acceleration of the due date of any obligation of Pledgor or by which any of Pledgor's assets are bound.
(f) There are no pending or, After giving effect to the best documents set forth on Exhibit A annexed hereto and delivered in connection herewith, the Disclosure Schedule originally delivered by Pledgor to Capital Trust simultaneously with the Original Konover Pledge Agreement is true, correct and complete as of Pledgor's knowledgethe date hereof and no modifications, threatened actions amendments or proceedings before any courtother changes have been made to the documents listed therein since such delivery date, judicial bodyexcept for those modifications, administrative agency or arbitrator which may materially adversely affect amendments and other changes contemplated by the Collateraldocuments set forth on Exhibit A hereto and delivered in connection herewith.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There are no restrictions on transfer judgments presently outstanding and unsatisfied against Pledgor or any of Pledgor's assets, and neither Pledgor nor any of Pledgor's assets is a party to or the Pledged Stock contained subject of any actions or suits or proceedings in the certificate of incorporation equity or by-laws of the Issuer by any governmental authorities, and no such litigation or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock proceeding has been issued threatened against Pledgor or transferred against any of Pledgor's assets, and no investigation in violation contemplation of the securities registration, securities disclosure such litigation or similar laws of any jurisdiction to which such issuance proceeding has begun or transfer may be subjectis pending or has been threatened.
(k) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
Appears in 1 contract
Sources: Pledge and Security Agreement (Lazard Freres Real Estate Investors LLC)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee Bank (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has Obligations have been paid in fullfull and the Loan Agreement has been irrevocably terminated) that:
(a) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(b) This Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
(c) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.
(d) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this AgreementAgreement by Pledgor or, (ii) the exercise by Pledgee Bank of any rights with respect to the Collateral or (iii) for the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.
(fd) There are no Pledgor is not a party to any pending or, to the best of Pledgor's ’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may which, if adversely determined could materially adversely affect the Collateral.
(ge) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee Bank, in accordance with the terms of this Agreement.
(hf) Pledgor owns each item of the Collateral and, and except for the pledge and security interest granted hereunder to Pledgee hereunderBank, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, is free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens")whatsoever.
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(kg) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee Bank, all rights of Pledgor in the Collateral as contemplated by this Agreement.
(h) The Fair Market Value (as hereinafter defined) of the Collateral is at least $2,143,000 Dollars. “Fair Market Value” of any Collateral at any date shall mean the lesser of (i) the current cash value of such Collateral as set forth on the most recent statement of account delivered to (A) Pledgor or (B) Bank with respect to such Collateral or (ii) the current cash value of such Collateral as determined by Bank.
Appears in 1 contract
Sources: Pledge and Security Agreement (Northern Technologies International Corp)
Representations and Warranties of Pledgor. Each Pledgor represents and warrants to Pledgee Agent (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and the Loan Agreement has been irrevocably terminated) that:
(a) Each Pledgor has the requisite power and authority to enter into this Agreement, to pledge the Collateral for the purposes described herein and to carry out the transactions contemplated by this Agreement.
(b) The execution, delivery and performance by each Pledgor of this Agreement and the pledge of the Collateral hereunder have been duly and properly authorized and do not and will not result in any violation of any material agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to such Pledgor.
(bc) This Agreement constitutes the legal, valid, valid and binding obligation of each Pledgor enforceable against such Pledgor in accordance with its terms.
(cd) Each Pledgor is the direct and exclusive beneficial owner of each share of the CollateralPledged Stock and Membership Interests set forth under such Pledgor’s name on Schedule A annexed hereto.
(de) All of the shares of the Pledged Stock have Collateral has been duly authorized, validly issued and are is fully paid and nonassessable.
(ef) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery This Agreement creates and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to grants a valid first lien on and perfected security interest in the Collateral or (iii) the pledge and assignment of, and the grant of a security interest inproceeds thereof, the Collateral hereunder.
(f) There are subject to no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, free and clear of any other prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "“Liens")”) or to any agreement purporting to grant to any third party a Lien upon the property or assets of any Pledgor which would include the Collateral.
(ig) There are no restrictions on transfer of the Pledged Stock or Membership Interests contained in the certificate Certificate of incorporation Incorporation or by-laws (or Certificate of Formation, limited liability company agreement or other organizational documents, as the case may be) of any Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(jh) None of the Pledged Stock Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(ki) The There are no pending or, to the best of each Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(j) No consent, approval, authorization or other order of any Person and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by any Pledgor either (i) for the pledge and assignment of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement or (ii) for the exercise by the Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(k) No notification of the pledge evidenced hereby to any Person is required.
(l) The Pledged Stock and the grant Membership Interests constitutes one hundred percent (100%) of a the issued and outstanding shares of capital stock and limited liability company interests of the Issuers thereof set forth on Schedule A annexed hereto.
(m) As of the date hereof, there are no existing options, warrants, calls or commitments of any such character whatsoever relating to any Collateral and no indebtedness or other security interest under convertible into any Collateral.
(n) As of the date hereof any proxy or proxies heretofore given by such Pledgor to any Person or Persons whatsoever have been revoked. The representations and warranties set forth in this Agreement vest in Pledgee all rights Section 4 shall survive the execution and delivery of Pledgor in the Collateral as contemplated by this Agreement.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and the Purchase Agreement has been irrevocably terminated) that:
(a) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(b) This Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
(c) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.
(d) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.
(f) There are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase AgreementsAgreement, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each respective Issuer.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull in cash) that:
(a) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(b) This Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
(c) Pledgor is Other than a deposit account control agreement to be executed on or prior to the direct date hereof in favor of and exclusive beneficial owner of each share of on terms satisfactory to Pledgee by the Collateral.
(d) All of the shares of financial institution at which the Pledged Stock have been duly authorizedAccount (as defined in Schedule A hereto) is maintained, validly issued and are fully paid and nonassessable.
(e) No no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this AgreementAgreement or, (ii) the exercise by Pledgee of any rights with respect to the Collateral or (iii) for the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.
(fd) There are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(ge) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(hf) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, is free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(kg) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
(a) The the execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.;
(b) This this Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.;
(ci) all Pledged Stock owned by Pledgor is set forth on Schedule A hereto and (ii) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.Pledged Stock;
(d) All all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.;
(e) No no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.;
(f) There there are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.;
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to the Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase AgreementsDocuments, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in the Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuer.
Appears in 1 contract
Sources: Stock Pledge Agreement (Gvi Security Solutions Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all warrants, as of the Indebtedness has been paid in full) Effective Date, that:
(a) All the units of, and other interests constituting, the Pledged Equity Interests have been duly and validly issued and are fully paid and nonassessable, except as such non-assessability may be affected by Section 17-607 of the Delaware Act (as defined in the Limited Partnership Agreement).
(b) Pledgor (i) is the record and beneficial owner of and sole holder of the Pledged Equity Interests and all of the other Collateral, free and clear of all claims, liens, options and encumbrances of any kind, except for the security interests arising under this Pledge Agreement, and (ii) has the right and authority to pledge and assign the Collateral and grant a security interest therein as herein.
(c) The execution, delivery and performance of this Pledge Agreement by Pledgor will not cause a violation of or a default under the Operating Agreements. Further, the execution, delivery and performance of this Pledge Agreement and the pledge of the Collateral hereunder do not and by Pledgor will not result in any cause a violation of or a default under (i) any mortgage, lease or other agreement, indentureoral or written, instrumentto which Pledgor is a party or by which any of its assets are subject, licenseor (ii) any pending litigation, judgment, decree, arbitration award, governmental order, statute, law, statutetreaty, ordinance rule or regulation to which Pledgor is subject, nor will this Pledge Agreement cause a dissolution or other termination of Pledgor or HEP.
(d) The pledge, assignment, lien and security interest granted pursuant to this Pledge Agreement constitutes a valid, perfected first priority pledge, assignment, lien and security interest of or in all of the Collateral owned by Pledgor, enforceable as such against Pledgor, 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, moratorium or other similar laws relating to or affecting the rights of creditors generally and to general principles of equity).
(e) The state of formation of Pledgor, together with the principal place of business of Pledgor, is listed on Schedule 2.
(f) No approval by, authorization of, or filing with any federal, state or other governmental rule commission, agency or regulation applicable authority is necessary (i) in connection with the execution, delivery and performance by Pledgor, or the validity or enforceability, of this Pledge Agreement, or (ii) to Pledgorperfect the security interests granted herein, except the filing of a UCC Financing Statement in the office of the Secretary of State of the State of Delaware pursuant to the Code (as in effect in the Sate of Delaware).
(bg) No approval by or authorization or consent of any other Person is necessary to authorize or validate the execution and delivery of this Pledge Agreement, or if such approval, authorization, or consent is necessary, it has been otherwise obtained and is in full force and effect.
(h) The grant of the security interest contemplated by this Pledge Agreement does not violate and does not require that any filing, registration or other act be taken with respect to any and all laws pertaining to the registration or transfer of securities, including without limitation the Securities Act and the Securities and Exchange Act of 1934, and any and all rules and regulations promulgated thereunder (collectively, the “Securities Laws”), as such laws are amended and in effect from time to time, and the Pledged Equity Interests in HEP are represented by a “certificated security” as that term is defined in the Code. Nothing herein shall constitute a representation or warranty by Pledgor that the issuance by HEP of the Pledged Units complies with Securities Laws.
(i) Pledgor has the requisite organizational power and authority, and the legal right, to make, deliver and perform this Pledge Agreement and to grant the liens and security interests provided for herein. Pledgor has taken all necessary organizational action to authorize the execution, delivery and performance of this Pledge Agreement and to grant the liens and security interests provided for herein. This Pledge Agreement has been duly executed and delivered on behalf of Pledgor. This Pledge Agreement constitutes the a legal, valid, valid and binding obligation of Pledgor Pledgor, enforceable against Pledgor in accordance with its terms.
(c) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.
(d) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.
(f) There are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the pledge enforcement of creditors’ rights generally and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset general equitable principles (whether enforcement is sought by proceedings in equity or encumbrance whatsoever (collectively, "Liens"at law).
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None All actions and other requirements under the Operating Agreements (including, without limitation, those set forth or referenced in Section 6.7(b) of the Pledged Stock has Limited Partnership Agreement) necessary to permit Pledgor to transfer the HEP Units (other than the recording of such transfer in the books and records of HEP) have been issued or transferred in violation satisfied and the HEP Units are fully transferable under the provisions of the securities registration, securities disclosure or similar laws of Limited Partnership Agreement and any jurisdiction to which such issuance or transfer may be subjectother Operating Agreements.
(k) The pledge and assignment Pledgor or another wholly-owned subsidiary of ▇▇▇▇▇ has been the Record Holder (as defined in the Limited Partnership Agreement) of the Collateral Pledged Units at all times since December 1, 2009. HEP Logistics Holdings, L.P. (“HEP Logistics”), a wholly-owned subsidiary of ▇▇▇▇▇, was the Record Holder of the Pledged Units from December 1, 2009, until December 17, 2010. On December 17, 2010, HEP Logistics validly and directly transferred the grant of Pledged Units to Pledgor. In connection with such transfer, Pledgor completed a security interest under this Agreement vest in Pledgee all rights of Pledgor Transfer Application (as defined in the Collateral Limited Partnership Agreement) and requested admission as contemplated by this Substituted Limited Partner. The Pledgor is now a Limited Partner (as defined in the Limited Partnership Agreement). The Pledgor has been the record owner of the Pledged Units since December 17, 2010.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull in cash) that:
(a) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(b) This Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
(c) Pledgor is Other than a deposit account control agreement to be executed on or prior to the direct date hereof in favor of and exclusive beneficial owner of each share of on terms satisfactory to Pledgee by the Collateral.
(d) All of the shares of financial institution at which the Pledged Stock have been duly authorizedAccount (as defined in Schedule A hereto) is maintained, validly issued and are fully paid and nonassessable.
(e) No no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this AgreementAgreement or, (ii) the exercise by Pledgee of any rights with respect to the Collateral or (iii) for the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.
(fd) There are no pending or, to the best of Pledgor's ’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(ge) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(hf) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, is free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "“Liens"”).
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(kg) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
Appears in 1 contract
Sources: Pledge and Security Agreement (Innovative Companies Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all Pledgee, as of the Indebtedness has been paid in full) date hereof, that:
(a) The executionPledgor is the sole holder of record and beneficial owner of the Pledged Shares, delivery free and performance clear of any pledge, hypothecation, assignment, lien, charge, claim, security interest, option, preference, priority or other preferential arrangement of any kind or nature whatsoever created by Pledgor of thereon or affecting the title thereto other than as created by this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to PledgorAgreement.
(b) Pledgor has the right and all requisite authority to pledge, assign, grant a security interest in, transfer and deliver the Collateral to Pledgee as provided in this Agreement.
(c) This Agreement has been duly executed and delivered by Pledgor and constitutes the legal, valid, valid and binding obligation of Pledgor Pledgor, enforceable against Pledgor in accordance with its terms.
(c) Pledgor is the direct , subject to applicable bankruptcy, insolvency and exclusive beneficial owner similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of each share of the Collateralequity.
(d) All No consent, approval, authorization or other order of any person is required for (i) the execution and delivery of this Agreement by Pledgor or the delivery by Pledgor of the shares Collateral to Pledgee as provided herein, or (ii) for the exercise by Pledgee of the Pledged Stock have been duly authorizedvoting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, validly issued except as may be required in connection with the disposition of the Collateral by laws affecting the offering and are fully paid and nonassessablesale of securities generally.
(e) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) Upon the execution, delivery and performance of this Agreement, (ii) the exercise by to Pledgee of any rights with respect to the Collateral or (iii) certificates representing the pledge Pledged Shares, Pledgee will have a valid and assignment of, and the grant of a perfected security interest in, therein subject to no prior lien. The representations and warranties set forth in this Section 4 shall survive the Collateral hereunder.
(f) There are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power execution and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms delivery of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
Appears in 1 contract
Sources: Stock Pledge and Guaranty Agreement (U S Technologies Inc)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and the Guaranty and Suretyship Agreement has been irrevocably terminated) that:
(a) Pledgor has the requisite power and authority to enter into this Agreement, to pledge the Collateral for the purposes described herein and to carry out the transactions contemplated by this Agreement.
(b) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder have been duly and properly authorized and do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(bc) This Agreement constitutes the legal, valid, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
(cd) Pledgor is the direct and exclusive beneficial owner of each share of the CollateralPledged Stock.
(de) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(ef) No consent Upon delivery of the Pledged Stock to Pledgee or approval of any personan agent for Pledgee, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery this Agreement creates and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to grants a valid first lien on and perfected security interest in the Collateral or (iii) the pledge and assignment of, and the proceeds thereof, subject to no prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens") or to any agreement purporting to grant to any third party a Lien upon the property or assets of a security interest in, Pledgor which would include the Collateral hereunderCollateral.
(fg) There are no restrictions on transfer of the Pledged Stock contained in the Certificate of Incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(h) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(i) There are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(gj) No consent, approval, authorization or other order of any person, firm, corporation or other entity ("Person") and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by the Pledgor has either (i) for the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral andpursuant to this Agreement or for the execution, delivery or performance of this Agreement or (ii) for the exercise by the Pledgee of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer as may be subjectrequired in connection with such disposition by laws affecting the offering and sale of securities generally.
(k) The pledge and assignment No notification of the Collateral pledge evidenced hereby to any Person is required.
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of the grant Issuers thereof set forth on Schedule A annexed hereto.
(m) As of a the date hereof, there are no existing options, warrants, calls or commitments of any such character whatsoever relating to any Pledged Stock and no indebtedness or other security interest under convertible into any Pledged Stock. The representations and warranties set forth in this Agreement vest Section 4 (other than those contained in Pledgee all rights subsection (m)) shall survive the execution and delivery of Pledgor in the Collateral as contemplated by this Agreement.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee (which representations and warranties (other than those in this Section 4(m)) shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and the Purchase Agreement has been irrevocably terminated) that:
(a) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(b) This Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
(c) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.
(d) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.
(f) There are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, is free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of the respective Issuer.
Appears in 1 contract
Sources: Stock Pledge Agreement (Nestor Inc)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee Agent (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and the Loan Agreement has been irrevocably terminated) that:
(a) Pledgor has the requisite power and authority to enter into this Agreement, to pledge the Collateral for the purposes described herein and to carry out the transactions contemplated by this Agreement.
(b) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder have been duly and properly authorized and do not and will not result in any violation of any material agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(bc) This Agreement constitutes the legal, valid, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms, except as enforceability may be limited by any applicable federal or state bankruptcy, reorganization, moratorium or insolvency law relating to or affecting the enforcement of creditors’ rights generally.
(cd) Pledgor is the direct and exclusive beneficial owner of each share of the CollateralPledged Stock.
(de) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(ef) No consent Upon delivery of the Pledged Stock to Agent or approval of any personan agent for Agent, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery this Agreement creates and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to grants a valid first lien on and perfected security interest in the Collateral or (iii) the pledge and assignment of, and the grant of a security interest inproceeds thereof, the Collateral hereunder.
(f) There are subject to no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, free and clear of any other prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "“Liens")”) or to any agreement purporting to grant to any third party a Lien upon the property or assets of Pledgor which would include the Collateral other than Permitted Encumbrances, it being understood that enforcement thereof may be subject to the requirement of the jurisdiction in which the issuer is located.
(ig) There are no restrictions on transfer of the Pledged Stock contained in the certificate Certificate of incorporation Incorporation or by-laws bylaws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(jh) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(ki) The There are no pending or, to the best of Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(j) No consent, approval, authorization or other order of any Person and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by the Pledgor either (i) for the pledge and assignment of the Collateral and the grant of a security interest under pursuant to this Agreement vest or for the execution, delivery or performance of this Agreement or (ii) for the exercise by the Agent of the voting or other rights provided for in Pledgee all rights this Agreement or the remedies in respect of Pledgor in the Collateral pursuant to this Agreement, except as contemplated may be required in connection with such disposition by laws affecting the offering and sale of securities generally or the laws of the jurisdiction to which the issuer is located.
(k) No notification of the pledge evidenced hereby to any Person is required.
(l) The Pledged Stock constitutes the indicated percentage of the issued and outstanding shares of capital stock of the Issuers thereof set forth on Schedule A annexed hereto.
(m) As of the date hereof, there are no existing options, warrants, calls or commitments of any such character whatsoever relating to any Pledged Stock and no indebtedness or other security convertible into any Pledged Stock. 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 (Presstek Inc /De/)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and the Security Agreement has been irrevocably terminated) that:
(a) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(b) This Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
(c) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral, except with respect to the shares of common stock of Southern Exposure Holdings, Inc., which such shares shall be purchased by the Pledgor and delivered to the Pledgee as Collateral within thirty (30) days of the date hereof.
(d) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.
(f) There are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase AgreementsSecurity Agreement, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
Appears in 1 contract
Sources: Stock Pledge Agreement (Home Solutions of America Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee (which representations Agent and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in full) thatLenders as follows:
(a) The executionPledgor has not heretofore transferred, delivery and performance by Pledgor pledged, assigned or otherwise encumbered any of this Agreement and its rights in or to the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to PledgorCollateral.
(b) Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement.
(c) No action has been brought or, to Pledgor's knowledge, threatened that might prohibit or interfere with the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement.
(d) Pledgor has full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any agreement to which Pledgor is a party or any applicable law, order, ordinance, rule, or regulation to which Pledgor is subject or by which it is bound and does not constitute a default under any agreement or instrument binding upon Pledgor.
(e) This Agreement has been properly executed and delivered and constitutes the legal, valid, valid and legally binding obligation of Pledgor and is fully enforceable against Pledgor in accordance with its terms.
(c) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.
(d) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any personexcept as such enforcement may be limited by applicable bankruptcy, corporationinsolvency, governmental bodyreorganization, regulatory authority moratorium, or other entitysimilar laws, is now or will be necessary for (i) hereafter in effect, relating to or affecting the execution, delivery enforcement of creditors' rights generally and except that the remedy of specific performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect and other equitable remedies are subject to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunderjudicial discretion.
(f) There are no pending orPledgor has good, valid and clear title to the best Collateral. Pledgor is the sole legal, record and beneficial owner of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item all of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase AgreementsOwnership Interests, free and clear of any all security interests, pledges, voting trusts, agreements, liens, claims and encumbrances whatsoever, other than the security interestinterests, pledgepledges, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably assignments and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The pledge and assignment of the Collateral and the grant of a security interest liens granted under this Agreement vest in Pledgee all rights of Pledgor in or the Collateral as contemplated by this Agreementother Loan Documents.
Appears in 1 contract
Sources: Ownership Pledge, Assignment and Security Agreement (Omega Healthcare Investors Inc)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in full) Agent that:
(a) Pledgor has the requisite power and authority to enter into this Agreement, to pledge the Collateral for the purposes described herein and to carry out the transactions contemplated by this Agreement.
(b) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder have been duly and properly authorized and do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor, except as could not reasonably be expected to have a Material Adverse Effect.
(bc) This Agreement constitutes the legal, valid, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws.
(cd) Pledgor is the direct and exclusive beneficial owner of each share of the CollateralPledged Stock.
(de) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(ef) No consent Upon delivery of the Pledged Stock to Agent or approval of any personan agent for Agent, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery this Agreement creates and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to grants a valid first Lien on and in the Collateral or (iii) the pledge and assignment of, and the grant of a security interest inproceeds thereof, the Collateral hereunder.
(f) There are subject to no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, free and clear of any other prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectivelyor to any agreement purporting to grant to any third party a Lien upon the property or assets of Pledgor which would include the Collateral, "Liens")except for Permitted Encumbrances.
(ig) There are no restrictions on transfer of the Pledged Stock contained in the certificate Certificate of incorporation Incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(jh) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(ki) The There are no actions or proceedings pending or, to the best of Pledgor’s knowledge, threatened in writing before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(j) No consent, approval, authorization or other order of any person, firm, corporation or other entity (“Person”) and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by the Pledgor either (i) for the pledge and assignment of the Collateral and the grant of a security interest under pursuant to this Agreement vest or for the execution, delivery or performance of this Agreement or (ii) for the exercise by the Agent of the voting or other rights provided for in Pledgee all rights this Agreement or the remedies in respect of Pledgor in the Collateral pursuant to this Agreement, except as contemplated may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(k) No notification of the pledge evidenced hereby to any Person is required.
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of the Issuers thereof set forth on Schedule A annexed hereto.
(m) As of the date hereof, there are no existing options, warrants, calls or commitments of any such character whatsoever relating to any Pledged Stock and no indebtedness or other security convertible into any Pledged Stock. 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 (Verrazano,inc.)
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee Laurus (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
(a) The the execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.;
(b) This this Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.;
(ci) all Pledged Stock owned by Pledgor is set forth on Schedule A hereto and (ii) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.Pledged Stock;
(d) All all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.;
(e) No no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee Laurus of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.;
(f) There there are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.;
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee Laurus in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee Laurus hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase AgreementsDocuments, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee Laurus all rights of Pledgor in the Collateral as contemplated by this Agreement.
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of Thomas Equipment Asia Co. Ltd.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in fullfull and the Purchase Agreement has been irrevocably terminated) that:
(a) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(b) This Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
(c) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.
(d) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.
(f) There are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase AgreementsAgreement, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
(l) Except for the pledged stock of Coesen [THIS COMPANY OWNS IP RELATED TO THE BUSINESS OF THE PLEDGOR, WE WILL NEED TO GET A RIGHTS TO THE IP IN CONNECTION HEREWITH, I'LL BE SENDING YOU A FORM OF "CONSENT" FOR YOUR REVIEW, TO BE FORWARDED TO COESEN'S COUNSEL) ], which constitutes 33% of the shares issued and outstanding as of the date hereof, the Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of the respective Issuer.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee the Secured Party (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has Secured Obligations have been paid satisfied in full) that:
(a) Pledgor has the requisite power and authority to enter into this Agreement, to pledge the Collateral for the purposes described herein and to carry out the transactions contemplated by this Agreement.
(b) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder have been duly and properly authorized and do not and will not result in any violation of any material agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(bc) This Agreement constitutes the legal, valid, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
(cd) Pledgor is the direct and exclusive beneficial owner of each share of the CollateralDSR Interests set forth under Pledgor's name on Schedule A annexed hereto.
(de) All of the shares of the Pledged Stock have Collateral has been duly authorized, validly issued and are is fully paid and nonassessable.
(ef) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery This Agreement creates and performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect to grants a valid first lien on and perfected security interest in the Collateral or (iii) the pledge and assignment of, and the proceeds thereof, subject to no prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens") or to any agreement purporting to grant to any third party a Lien upon the property or assets of a security interest inPledgor which would include the Collateral, except for Permitted Liens (as defined in the Collateral hereunderInvestment Agreement).
(fg) There are no restrictions on transfer of the DSR Interests contained in the Certificate of Formation, limited liability company agreement or other organizational documents of any Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(h) None of the Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(i) There are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(gj) No consent, approval, authorization or other order of any Person and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by Pledgor has either (i) for the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral andpursuant to this Agreement or for the execution, delivery or performance of this Agreement or (ii) for the exercise by the Secured Party of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer as may be subjectrequired in connection with such disposition by laws affecting the offering and sale of securities generally.
(k) The pledge and assignment No notification of the pledge evidenced hereby to any Person is required.
(I) The DSR Interests collectively constitute thirty percent (30%) of the issued and outstanding equity interests of the Issuers thereof set forth on Schedule A annexed hereto.
(m) As of the date hereof, there are no existing options, warrants, calls or commitments of any such character whatsoever relating to any Collateral and no indebtedness or other security convertible into any Collateral.
(n) As of the grant date hereof any proxy or proxies heretofore given by ▇▇▇▇▇▇▇ to any Person or Persons whatsoever have been revoked. The representations and warranties set forth in this Section 4 shall survive the execution and delivery of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
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Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee Lender (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been irrevocably paid in fullfull and the Commitments and the Guaranty have been irrevocably terminated) that:
(a) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor.
(b) This Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms.
(c) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.
(d) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this AgreementAgreement or, (ii) the exercise by Pledgee Lender of any rights with respect to the Collateral or (iii) for the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder.
(fd) There are no pending or, to the best of Pledgor's ’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral.
(ge) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee Lender in accordance with the terms of this Agreement.
(hf) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee Lender hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, is free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "“Liens"”).
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(kg) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee Lender all rights of Pledgor in the Collateral as contemplated by this Agreement.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee (which representations Agent and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in full) thatLenders as follows:
(a) The executionPledgor has not heretofore transferred, delivery and performance by Pledgor pledged, assigned or otherwise encumbered any of this Agreement and its rights in or to the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to PledgorCollateral.
(b) Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement.
(c) No action has been brought or, to Pledgor's knowledge, threatened that might prohibit or interfere with the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement.
(d) Pledgor has full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any agreement to which Pledgor is a party or any applicable law, order, ordinance, rule, or regulation to which Pledgor is subject or by which it is bound and does not constitute a default under any agreement or instrument binding upon Pledgor.
(e) This Agreement has been properly executed and delivered and constitutes the legal, valid, valid and legally binding obligation of Pledgor and is fully enforceable against Pledgor in accordance with its terms.
(c) Pledgor is the direct and exclusive beneficial owner of each share of the Collateral.
(d) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any personexcept as such enforcement may be limited by applicable bankruptcy, corporationinsolvency, governmental bodyreorganization, regulatory authority moratorium, or other entitysimilar laws, is now or will be necessary for (i) hereafter in effect, relating to or affecting the execution, delivery enforcement of creditors' rights generally and except that the remedy of specific performance of this Agreement, (ii) the exercise by Pledgee of any rights with respect and other equitable remedies are subject to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunderjudicial discretion.
(f) There are no pending orPledgor has good, valid and clear title to the best Collateral. Pledgor is the sole legal, record and beneficial owner of Pledgor's knowledgeall of the Ownership Interests, threatened actions free and clear of all security interests, pledges, voting trusts, agreements, liens, claims and encumbrances whatsoever, other than the security interests, pledges, assignments and liens granted under this Agreement or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateralother Loan Documents.
(g) Pledgor has There exist no membership or other certificates evidencing the requisite power and authority to enter into this Agreement and to pledge and assign the Ownership Interests or other Collateral to Pledgee in accordance with the terms of this Agreement.
(h) Pledgor owns each item as of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Securities Purchase Agreements, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens")date hereof.
(i) There are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties.
(j) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
(k) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement.
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Sources: Ownership Pledge, Assignment and Security Agreement (Omega Healthcare Investors Inc)