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 Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith 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; (i) all Pledged Stock owned by Pledgor is set forth on SCHEDULE A hereto and (ii) Pledgor is the direct and beneficial owner of each share of the Pledged Stock; (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 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) except as set forth on SCHEDULE B hereto, 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 Documents, 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 (or equivalent organizational documents) 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 the Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement; and (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 (Pacific Energy Resources LTD), Stock Pledge Agreement (Pacific Energy Resources LTD)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
(a) the 4.1 The execution, delivery and performance by Pledgor of this Agreement and all other documents and instruments relating to the pledge of the Collateral hereunder do not and Obligation will not result in any violation breach of the terms and conditions of, nor constitute a default under, any agreement or instrument under which Pledgor is a party or is obligated. Pledgor is not in default in the performance or observance of any agreementcovenants, indenture, conditions or provisions of any such agreement or instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor;.
(b) 4.2 The address of Pledgor set forth at the beginning of this Agreement constitutes is the legal, valid, chief executive office of Pledgor.
4.3 The Pledged Securities are and binding obligation of Pledgor enforceable against Pledgor shall be duly and validly issued and pledged in accordance with its terms;
(i) all Pledged Stock owned by applicable law, and this Agreement shall not contravene any law, agreement or commitment binding Pledgor is set forth on SCHEDULE A hereto or the Company, and (ii) Pledgor is shall defend the direct right, title, lien and beneficial owner security interest of each share of Secured Party in and to the Pledged Stock;Securities against the claims and demands of all persons and other entities whatsoever.
(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 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) except as set forth on SCHEDULE B hereto, 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) 4.4 Pledgor has the requisite right, power and authority to enter into this Agreement convey good and to pledge and assign the Collateral marketable title to the Pledgee in accordance with Pledged Securities; and the terms of this Agreement;
(h) Pledgor owns each item of Pledged Securities and the Collateral and, except for the pledge proceeds thereof are and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, be free and clear of any other security interestall claims, pledgemortgages, claimpledges, lienliens, 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 (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably encumbrances 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 the Pledgee all rights of Pledgor in the Collateral every nature whatsoever other than as contemplated by this Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuerimposed hereby or as set forth, if at all, on Schedule "A" attached hereto.
Appears in 2 contracts
Sources: Pledge and Irrevocable Proxy Security Agreement (Continental Circuits Corp), Pledge and Irrevocable Proxy Security Agreement (Continental Circuits Corp)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
4.1 If Pledgor is a corporation, partnership or trust, it (ai) is duly organized, validly existing and in good standing under the laws of the state in which it is organized; (ii) is qualified to do business and is in good standing under the laws of each state in which it is doing business; (iii) has full power and authority to own its properties and assets and to carry on its business as now conducted; and (iv) is fully authorized and permitted to execute and deliver this Agreement. The execution, delivery and performance by Pledgor of this Agreement and all other documents and instruments relating to the pledge of the Collateral hereunder do not and Obligation will not result in any violation breach of the terms and conditions of, nor constitute a default under, any agreement or instrument under which Pledgor is a party or is obligated. Pledgor is not in default in the performance or observance of any agreementcovenants, indenture, conditions or provisions of any such agreement or instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor;.
(b) 4.2 The address of Pledgor set forth at the beginning of this Agreement constitutes is the legal, valid, and binding obligation chief executive office of Pledgor enforceable against (or Pledgor's residence if Pledgor is an individual without an office).
4.3 The Pledged Securities are and shall be duly and validly issued and pledged in accordance with its terms;
(i) all Pledged Stock owned by applicable law, and this Agreement shall not contravene any law, agreement or commitment binding Pledgor is set forth on SCHEDULE A hereto or the Company, and (ii) Pledgor is shall defend the direct right, title, lien and beneficial owner security interest of each share of Secured Party in and to the Pledged Stock;Securities against the claims and demands of all persons and other entities whatsoever.
(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 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) except as set forth on SCHEDULE B hereto, 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) 4.4 Pledgor has the requisite right, power and authority to enter into this Agreement convey good and to pledge and assign the Collateral marketable title to the Pledgee in accordance with Pledged Securities; and the terms of this Agreement;
(h) Pledgor owns each item of Pledged Securities and the Collateral and, except for the pledge proceeds thereof are and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, be free and clear of any other security interestall claims, pledgemortgages, claimpledges, lienliens, 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 (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably encumbrances 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 the Pledgee all rights of Pledgor in the Collateral every nature whatsoever other than as contemplated by this Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuerimposed hereby or as set forth, if at all, on Schedule "A" attached hereto.
Appears in 2 contracts
Sources: Modification Agreement (Schuff International Inc), Pledge and Irrevocable Proxy Security Agreement (Schuff International Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
4.1 Pledgor (ai) is duly organized, validly existing and in good standing under the laws of the state in which it is organized; (ii) is qualified to do business and is in good standing under the laws of each state in which it is doing business; (iii) has full power and authority to own its properties and assets and to carry on its business as now conducted; and (iv) is fully authorized and permitted to execute and deliver this Agreement. The execution, delivery and performance by Pledgor of this Agreement and all other documents and instruments relating to the pledge of the Collateral hereunder do not and Obligation will not result in any violation breach of the terms and conditions of, nor constitute a default under, any agreement or instrument under which Pledgor is a party or is obligated. Pledgor is not in default in the performance or observance of any agreementcovenants, indenture, conditions or provisions of any such agreement or instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor;.
(b) 4.2 The address of Pledgor set forth at the beginning of this Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms;
(i) all Pledged Stock owned by Pledgor is set forth on SCHEDULE A hereto and (ii) Pledgor is the direct chief executive office of Pledgor.
4.3 in and beneficial owner of each share of to the Pledged Stock;
(d) Securities against the claims and demands of all of the shares of the Pledged Stock have been duly authorizedpersons and other entities whatsoever, 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 the Pledgee of any rights with respect subject only to the Collateral or (iii) interest of Imperial and Cruttenden under the pledge and assignment of, Imperial Pledge Agreement and the grant of a security interest in, the Collateral hereunder;Cruttenden Pledge Agreement.
(f) except as set forth on SCHEDULE B hereto, 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) 4.4 Pledgor has the requisite right, power and authority to enter into this Agreement convey good and to pledge and assign the Collateral marketable title to the Pledgee in accordance with Pledged Securities; and the terms of this Agreement;
(h) Pledgor owns each item of Pledged Securities and the Collateral and, except for the pledge proceeds thereof are and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, be free and clear of any other all claims, mortgages, pledges, liens, encumbrances and security interestinterest of every nature whatsoever, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "LIENS");
(i) there are no restrictions on transfer except the interest of Imperial and Cruttenden under 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 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 Imperial Pledge Agreement 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 Cruttenden Pledge Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuer, respectively.
Appears in 1 contract
Sources: Pledge and Security Agreement (Antigua Enterprises Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
4.1 Pledgor (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (ii) is qualified to do business and is in good standing under the laws of each state in which it is doing business; (iii) has full power and authority to own its properties and assets and to carry on its business as now conducted; and (iv) is fully authorized and permitted to execute and deliver this Agreement. The execution, delivery and performance by Pledgor of this Agreement and all other documents and instruments relating to the pledge of the Collateral hereunder do not and Obligation will not result in any violation breach of the terms and conditions of, nor constitute a default under, any agreement or instrument under which Pledgor is a party or is obligated. Pledgor is not in default in the performance or observance of any agreementcovenants, indenture, conditions or provisions of any such agreement or instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor;.
(b) this Agreement constitutes the legal, valid, 4.3 The Pledged Securities are and binding obligation of Pledgor enforceable against Pledgor shall be duly and validly issued and pledged in accordance with its terms;
(i) all Pledged Stock owned by applicable law, and this Agreement shall not contravene any law, agreement or commitment binding Pledgor is set forth on SCHEDULE A hereto or SEI, and (ii) Pledgor is shall defend the direct right, title, lien and beneficial owner security interest of each share of Secured Party in and to the Pledged Stock;
(d) Securities against the claims and demands of all of the shares of the Pledged Stock have been duly authorizedpersons and other entities whatsoever, 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 the Pledgee of any rights with respect subject only to the Collateral or (iii) interest of Imperial and Cruttenden under the pledge and assignment of, Imperial Pledge Agreement and the grant of a security interest in, the Collateral hereunder;Cruttenden Pledge Agreement.
(f) except as set forth on SCHEDULE B hereto, 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) 4.4 Pledgor has the requisite right, power and authority to enter into this Agreement convey good and to pledge and assign the Collateral marketable title to the Pledgee in accordance with Pledged Securities; and the terms of this Agreement;
(h) Pledgor owns each item of Pledged Securities and the Collateral and, except for the pledge proceeds thereof are and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, be free and clear of any other all claims, mortgages, pledges, liens, encumbrances and security interestinterest of every nature whatsoever, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "LIENS");
(i) there are no restrictions on transfer except the interest of Imperial and Cruttenden under 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 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 Imperial Pledge Agreement 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 Cruttenden Pledge Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuer, respectively.
Appears in 1 contract
Sources: Pledge and Security Agreement (Antigua Enterprises Inc)
Representations and Warranties of Pledgor. Pledgor represents and warrants to the Pledgee Lender (which representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith the Loan Agreement has been irrevocably terminated) that:
(a) Upon entry of the Confirmation Order, ▇▇▇▇▇▇▇ has the requisite power and authority to enter into this Agreement and to pledge the Pledged Collateral for the purposes described herein.
(b) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Pledged 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 This Agreement constitutes the legal, valid, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms;.
(i) all Pledged Stock owned by Pledgor is set forth on SCHEDULE A hereto and (iid) Pledgor is the sole direct and beneficial owner of each share and has good, sufficient and legal title to, or interest in, all of the Pledged Stock;
(d) all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable;Collateral.
(e) This Agreement creates and grants a valid, perfected first lien on and security interest in the Pledged Collateral and the proceeds thereof, subject to no consent prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or approval 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 Pledged Collateral; provided, however, that ▇▇▇▇▇▇’s Lien in the Apartment Collateral and the proceeds thereof (but not in any person, corporation, governmental body, regulatory authority or of the other entity is or will Pledged Collateral) shall be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Pledgee of any rights with respect subordinate to the Collateral or (iii) Lien in favor of CapLease pursuant to the pledge CapLease Loan and assignment ofSecurity Agreement securing the New CapLease Note to the extent of the CapLease Secured Claim. ▇▇▇▇▇▇▇▇ agrees that it will not, and the grant of a security interest inhereby waives any right to, contest, challenge or object to, or support any other Person in contesting, challenging or objecting to, the Collateral hereunder;perfection, priority, validity or enforceability of the liens and security interests granted hereunder to ▇▇▇▇▇▇ on the Pledged Collateral.
(f) except as set forth on SCHEDULE B hereto, 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 Pledged Collateral;.
(g) Upon entry of the Confirmation Order, 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 pledge of the Apartment Collateral or the Pledged Indebtedness pursuant to enter into this Agreement and to pledge and assign or for the Collateral to the Pledgee in accordance with the terms execution, delivery or performance of this Agreement or (ii) for the exercise by the Lender of the voting or other rights provided for in this Agreement or the remedies in respect of the Apartment Collateral or the Pledged Indebtedness pursuant to this Agreement;, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(h) Pledgor owns each item No notification of the Collateral and, except for the pledge and security interest granted evidenced hereby to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "LIENS");Person is required.
(i) As of the date hereof, there are no restrictions on transfer existing options, warrants, calls or commitments of the any such character whatsoever relating to any Pledged Stock contained in the certificate of incorporation Equity Interests and no indebtedness 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;other security convertible into any Pledged Equity Interests.
(j) none As of the Pledged Stock has date hereof any proxy or proxies heretofore given by Pledgor to any Person or Persons whatsoever have been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject;revoked.
(k) 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; and
(l) The Pledged Stock constitutes one hundred percent (Equity Interests constitute 100%) % of the issued and outstanding shares of capital stock Equity Interests of each Issuer, unless otherwise disclosed on Schedule I.
(l) Pledgor does not own or hold any Equity Interests aside from the Pledged Equity Interests pledged to Lender pursuant to this Agreement and listed on Part A of Schedule I.
(m) Pledgor does not own or hold any Indebtedness aside from the Pledged Indebtedness pledged to Lender pursuant to this Agreement and listed on Part B of Schedule I. The representations and warranties set forth in this Section 4 shall survive the execution and delivery of this Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement
Representations and Warranties of Pledgor. Pledgor warrants and represents and warrants to the Pledgee Agent as follows (which representations and warranties shall be deemed to continue to be made until continuing):
(a) Pledgor is the legal and beneficial owner of the Pledged Collateral; (b) all of the Obligations Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Permitted Liens and Agent's security interest hereunder; (c) the Pledged Collateral constitutes all of the issued and outstanding Equity Interests of the Companies; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Pledgor has the right to vote, pledge and grant a security interest in full or otherwise transfer the Pledged Collateral without the consent of any other party and each Document free of any Liens other than Permitted Liens and each applicable restrictions imposed by any Governmental Authority and without any restriction under the Organic Documents of Pledgor or any Company or any agreement and instrument entered into in connection therewith among Pledgor's or any Company's shareholders, members or partners; (f) this Agreement has been irrevocably terminated) that:
duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights; (ag) the execution, delivery and performance by Pledgor of this Agreement and the pledge exercise by Agent of the Collateral its rights and remedies hereunder do not and will not result in any the violation of the Organic Documents of Pledgor, any agreement, indenture, instrumentinstrument or Applicable Law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except Pledgor makes no representation or warranty about Agent's prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, licensefiling, judgmentapproval, decree, order, law, statute, ordinance registration or other governmental rule or regulation applicable recording is required (x) for the pledge by Pledgor of the Pledged Collateral pursuant to Pledgor;
(b) this Agreement constitutes or (y) to perfect the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms;
Lien created by this Agreement; (i) all Pledged Stock owned by Pledgor is set forth on SCHEDULE A hereto and (ii) Pledgor is the direct and beneficial owner of each share none of the Pledged Stock;
(d) all of Collateral is held or maintained in 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 the Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant form of a security interest in, the Collateral hereunder;
(f) except as set forth on SCHEDULE B hereto, there are no pending or, securities entitlement or credited 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 Documents, 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 (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties;
securities account; (j) none of the Pledged Stock Collateral constituting membership interests in a limited liability company or general or limited partnership interests in a limited partnership or limited liability partnership is, nor has been issued or transferred in violation the relevant Company elected to designate any of the securities registrationPledged Collateral as, securities disclosure or similar laws a "security" under (and as defined in) Article 8 of any jurisdiction to which such issuance or transfer may be subject;
the UCC; and (k) the pledge and assignment unless a Power is delivered in connection therewith, none of the Pledged Collateral and the grant of is evidenced by a security interest under this Agreement vest in the Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuercertificate or other writing.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor warrants and represents to Agent and warrants to the Pledgee Lenders as follows (which representations and warranties shall be deemed to continue to be made until continuing):
(a) Pledgor is the legal and beneficial owner of the Pledged Collateral; (b) all of the Obligations shares of the Stock have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Agent's security interest hereunder; (c) the Stock constitutes all of the issued and outstanding capital stock of the Company; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Pledgor has the right to vote, pledge and grant a security interest in full or otherwise transfer the Pledged Collateral without the consent of any other party and each Document free of any Liens and each applicable restrictions imposed by any Governmental Body and without any restriction under the by-laws or charter of Pledgor or Company or any agreement and instrument entered into in connection therewith among Pledgor's or Company's shareholders; (f) this Agreement has been irrevocably terminated) that:
duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights; (ag) the execution, delivery and performance by Pledgor of this Agreement and the pledge exercise by Agent of the Collateral its rights and remedies hereunder do not and will not result in any the violation of the by-laws or charter of Pledgor, any agreement, indenture, instrumentinstrument or Applicable Law by which Pledgor or Company is bound or to which Pledgor or Company is subject (except Pledgor makes no representation or warranty about Agent's prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); and (h) no consent, licensefiling, judgmentapproval, decree, order, law, statute, ordinance registration or other governmental rule or regulation applicable to Pledgor;
recording is required (bx) this Agreement constitutes for the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms;
(i) all Pledged Stock owned pledge by Pledgor is set forth on SCHEDULE A hereto and (ii) Pledgor is the direct and beneficial owner of each share of the Pledged Stock;
(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 Collateral pursuant to this Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral Agreement or (iiiy) to perfect the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder;
(f) except as set forth on SCHEDULE B hereto, 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 Documents, 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 (or equivalent organizational documents) 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 the Pledgee all rights of Pledgor in the Collateral as contemplated Lien created by this Agreement; and
(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 makes the following representations and warrants to the Pledgee (warranties, which representations and warranties shall be deemed to survive the execution and delivery of this Agreement and shall continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) thatdischarged:
(a) the execution, delivery and performance by Pledgor of this Agreement and the pledge of the 3.1 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;
(i) all Pledged Stock is owned by Pledgor is set forth on SCHEDULE A hereto and (ii) Pledgor is the direct and beneficial owner of each share of the Pledged Stock;
(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 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) except Trust as set forth on SCHEDULE B heretoExhibit A hereto and is free and clear of any and all options, there are no pending orclaims, to security interests, liens, pledges and encumbrances except those in favor of 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;Secured Party being granted hereby.
(g) 3.2 Pledgor has the requisite full power and legal authority to enter into this Agreement and to consummate the transactions contemplated hereby (including the right and power to pledge and assign transfer the Collateral to Collateral), and this Agreement constitutes the Pledgee authorized, valid and legally binding obligation thereof enforceable in accordance with its terms, except that the terms enforceability of the remedies set forth in this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect affecting creditor’s rights generally.
3.3 The Collateral now constitutes and at all times shall constitute (a) all of the Pledged Interests owned by the Trust and (b) all of the Other Collateral owned by the Trust.
3.4 There are no outstanding options, warrants or other rights to purchase, or contracts or commitments to issue, or any interests, instruments or evidences of indebtedness convertible in any manner into equity interests of the Partnership.
3.5 The execution and delivery of this Agreement;, the consummation of the transactions provided for herein, and the fulfillment of the terms hereof, will not result in the breach of any of the terms, conditions or provisions of, or constitute a default under, or conflict with, or cause any acceleration of any obligation under, any agreement or other instrument to which Pledgor is a party or by which it is bound, or any provision of the Partnership Agreement, as applicable, or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation.
(h) Pledgor owns each item 3.6 No approvals of any nature are required by any governmental or regulatory body in connection with the pledge of the Collateral and, except provided for herein and no such approvals are required to be obtained by Pledgor in connection with the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, 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 Collateral upon the certificate exercise 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 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 the Pledgee all Secured Party’s rights of Pledgor in the Collateral as contemplated by this Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuerhereunder.
Appears in 1 contract
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all Secured Party as of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) thatdate hereof as follows:
(a) No consent of any other person or entity (including, without limitation, any owner or creditor of Pledgor) which has not been obtained is required in connection with the execution, delivery and performance by Pledgor delivery, performance, validity or enforceability 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;Agreement.
(b) Pledgor is duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority under the laws of such state and under its organizational and charter documents to enter into and perform its obligations under this Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms;Agreement.
(i) all Pledged Stock owned by Pledgor is set forth on SCHEDULE A hereto and (iic) Pledgor is the direct has taken all necessary legal and beneficial owner of each share of the Pledged Stock;
(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.
(iid) the exercise Pledgor has not received any notice of default under any agreement or instrument to which Pledgor is a party or by the Pledgee 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 rights 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 respect to the Collateral terms and provisions hereof are events which of themselves, or (iii) with the pledge and assignment 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, and the grant of a security interest inor default under, the Collateral hereunder;terms, conditions or provisions of, or require any consent, permit, approval, authorization, declaration or filing (other than filings now or hereinafter made by Pledgor as required under the Securities and Exchange Act of 1934, as amended, as a result hereof) which has not been made or obtained under or pursuant to, any statute, law, judgment, decree, order, rule or regulation applicable to Pledgor, the organizational and charter documents of Pledgor, if any, or, any other agreement or instrument to which Pledgor is a party or by which Pledgor, or Pledgor's assets, are bound, or result in the creation or imposition of any Lien on any of the assets of Pledgor, 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; provided, however, that the compliance by Pledgor with the terms and provisions hereof is subject to all applicable Federal and state securities laws.
(f) except There are no 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 subject of any actions or suits or proceedings in equity or by any governmental authorities, and no such litigation or proceeding has been threatened against Pledgor or against any of Pledgor's assets, and no investigation in contemplation of such litigation or proceeding has begun or is pending or has been threatened.
(g) Pledgor's principal place of business and chief executive office is at the location identified in the first paragraph of this Agreement.
(h) The financial statements of Pledgor and Company furnished to Secured Party are true, correct and complete in all material respects and fairly present the financial condition of Pledgor and Company as set forth at the end of and for the reporting periods covered thereby. Except as shown on SCHEDULE B heretosuch financial statements, no borrowings have been made or indebtedness incurred by Pledgor or Company which is outstanding and which might give rise to a lien or claim against any assets of Pledgor or Company. Except for Permitted Indebtedness of Pledgor, there are no pending orliabilities, contingent or otherwise, or any unrealized or anticipated losses from unfavorable commitments, whether arising before or after the date of such financial statements, which are not disclosed in such financial statements. Notwithstanding any of the foregoing, the representations and warranties set forth in this Section 2(h) as they relate to the best of Company are made to Pledgor's actual 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 Documents, 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 As of the Pledged Stock contained in the certificate of incorporation date hereof, Pledgor has filed or by-laws caused to be filed all United States, state, local and foreign income tax returns (if any) which are required to be filed and all United States, state, local and foreign tax returns other than income tax returns which are required to be filed and has paid or equivalent organizational documents) of the Issuer caused to be paid all taxes shown on such returns or otherwise on any assessment made against it and all other taxes, fees or other charges imposed on it by any governmental authority, agency or instrumentality which have not otherwise become due and payable. No tax liens have been enforceably filed against Pledgor or against any of its assets, and legally waived by the necessary parties;no material claims are being asserted against Pledgor or any of its assets in respect of any taxes.
(j) none Pledgor is the sole record and beneficial owner of the Pledged Stock has been issued except to the extent any direct or transferred in violation indirect equity owners of Pledgor is deemed to be a beneficial owner 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 Stock. All of the Collateral Stock is validly issued, fully paid 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; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuernon-assessable.
Appears in 1 contract
Sources: Pledge and Security Agreement (Lazard Freres Real Estate Investors LLC)
Representations and Warranties of Pledgor. Each Pledgor warrants and represents and warrants to the Pledgee Administrative Agent as follows (which representations and warranties shall be deemed to continue to be made until continuing): (a) such Pledgor is the legal and beneficial owner of its respective portion of the Pledged Collateral indicated on Annex A; (b) all of the Obligations Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by such Pledgor free of any Liens except for Permitted Liens and Administrative Agent’s security interest hereunder; (c) the Pledged Collateral constitutes all of the issued and outstanding Equity Interests of the Companies; (d) except for those restrictions contained in full the Loan Documents, there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) such Pledgor has the right to vote, pledge and each Document grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other party and each free of any Liens other than Permitted Liens and applicable restrictions imposed by any Governmental Authority and without any restriction under the Organic Documents of such Pledgor or any Company or any agreement and instrument entered into in connection therewith among such Pledgor’s or any Company’s shareholders, members or partners; (f) this Agreement has been irrevocably terminated) that:
duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor, enforceable in accordance with its terms except to the extent that the. enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (ag) the execution, delivery and performance by such Pledgor of this Agreement and the pledge exercise by Administrative Agent of the Collateral its rights and remedies hereunder do not and will not result in any the violation of the Organic Documents of such Pledgor, any agreement, indenture, instrumentinstrument or applicable law by which such Pledgor or any Company is bound or to which such Pledgor or any Company is subject (except such Pledgor makes no representation or warranty about Administrative Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, licensefiling, judgmentapproval, decree, order, law, statute, ordinance registration or other governmental rule or regulation applicable recording is required (x) for the pledge by such Pledgor of the Pledged Collateral pursuant to Pledgor;
(b) this Agreement constitutes or (y) to perfect the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms;
Lien created by this Agreement; (i) all Pledged Stock owned by Pledgor is set forth on SCHEDULE A hereto and (ii) Pledgor is the direct and beneficial owner of each share none of the Pledged Stock;
(d) all of Collateral is held or maintained in 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 the Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant form of a security interest in, the Collateral hereunder;
(f) except as set forth on SCHEDULE B hereto, there are no pending or, securities entitlement or credited 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 Documents, 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 (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties;
securities account; (j) none of the Pledged Stock Collateral constituting partnership interests or membership interests in a limited liability company is, nor has been issued or transferred in violation the relevant Company elected to designate any of the securities registrationPledged Collateral as, securities disclosure or similar laws a “security” under (and as defined in) Article 8 of any jurisdiction to which such issuance or transfer may be subject;
the UCC; and (k) the pledge and assignment unless a Power is delivered in connection therewith, none of the Pledged Collateral and the grant of is evidenced by a security interest under this Agreement vest in the Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuercertificate or other writing.
Appears in 1 contract
Sources: Revolving Credit Agreement (Delek US Holdings, Inc.)
Representations and Warranties of Pledgor. Pledgor represents represents, warrants and warrants covenants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
(a) Pledgor is the legal and beneficial owner of the Securities and, except for the security interest granted to Pledgee herein, Pledgor has, and will at all times during the term of this Pledge Agreement have, good and marketable title to the Securities, free and clear of any security interest, lien, pledge, encumbrance, option, claim or conditional sale contract, lease or other title retention agreement and Pledgor shall not take any action which would impair, diminish or dilute the value of the Securities or attempt to take any such action;
(b) Pledgor is organized, validly existing, and in good standing under the laws of the State of Delaware and upon execution of this Pledge Agreement by Pledgee, the Pledge Agreement shall be a legal, valid and binding obligation of Pledgor and enforceable against Pledgor according to its terms (subject only to the relief generally available to creditors under the United States Bankruptcy Code and other similar state legislation;
(c) Upon the execution and delivery of this Pledge Agreement by Pledgor and delivery of the Securities to Pledgee as provided hereby or the delivery to the Holder (as defined below) of the Securities of the written Notification/Instruction referred to in Section 6(g) below, the Pledgee’s security interest in the Securities conferred hereby will be a valid, perfected, first priority security interest.
(d) The execution, delivery and performance by Pledgor of this Pledge Agreement and the pledge of the Collateral hereunder do not and will not violate any provision of law, any order of any court or other agency of government, or any indenture agreement or other instrument to which Pledgor is a party or by which Pledgor or any of Pledgor’s property is bound, or be in conflict with, result in a breach of or constitute (with due notice or lapse of time, or both) a default under any violation such indenture, agreement or other instrument, or result in the creation or imposition of any agreementlien, indenturecharge or encumbrance of any nature whatsoever upon any of Pledgor’s property or assets, instrumentexcept as contemplated by the provisions of this Pledge Agreement. No consent, licenseapproval, judgment, decreeauthorization, order, lawregistration, statute, ordinance or other governmental rule qualification of 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;
(i) all Pledged Stock owned by Pledgor is set forth on SCHEDULE A hereto and (ii) Pledgor is the direct and beneficial owner of each share of the Pledged Stock;
(d) all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable;
(e) no consent any court or approval of any person, corporation, governmental body, regulatory authority or other entity is or will be necessary for (i) governmental body having jurisdiction over Pledgor, the absence of which would adversely affect the legal and valid execution, delivery and performance by Pledgor of its obligations under this Pledge Agreement, (ii) is required. There is no litigation, investigation or proceeding of or before any arbitrator or governmental authority pending or threatened by or against Pledgor which, if adversely determined, would have a material adverse effect on the exercise by the Pledgee respective business, operations, property or financial or other condition 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;Pledgor.
(fe) except as set forth on SCHEDULE B hereto, 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 The pledge and security interest granted to Pledgee hereunderhereunder shall survive any expiration, termination or revocation of Pledgor.
(f) Pledgor shall cooperate with Pledgee and shall execute and deliver, or cause to be executed and delivered, to Pledgee all stock powers, proxies, assignments, financing statement, instruments, and other documents, and shall take all further action, at the Collateral shall beexpense of Pledgor, immediately following from time to time reasonably requested by Pledgee, in order to maintain a continuing, first-priority, perfected security interest in the closing Securities in favor of Pledgee, to enable Pledgee to exercise and enforce its rights and remedies hereunder with respect to the Securities.
(g) In the event that any of the transactions contemplated Securities are not in the possession of Pledgee, Pledgor shall execute and deliver to the holder of such securities (the “Holder”) a written notification/Instruction pursuant to section 8-313 and 8-321 of the Connecticut Uniform Commercial Code, substantially in the form of Exhibit B hereto, and each such notification shall be immediately delivered upon the execution of this Agreement or as otherwise requested by the Documents, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "LIENS");Pledgee.
(ih) there There are no restrictions on upon the transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) any of the Issuer or otherwise which have not otherwise been enforceably Securities and legally waived by Pledgor has 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 right 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 the Pledgee all rights or otherwise transfer such Securities free of Pledgor in the Collateral as contemplated by this Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%) any encumbrance or right of the issued and outstanding shares of capital stock of each Issuerthird parties.
Appears in 1 contract
Sources: Master Lease Agreement (Coley Pharmaceutical Group, Inc.)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
(a) the 4.1 The execution, delivery and performance by Pledgor of this Agreement and all other documents and instruments relating to the pledge of the Collateral hereunder do not and Obligation will not result in any violation breach of the terms and conditions of, nor constitute a default under, any agreement or instrument under which Pledgor is a party or is obligated. Pledgor is not in default in the performance or observance of any agreementcovenants, indenture, conditions or provisions of any such agreement or instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to which default would have a Material Adverse Effect on Pledgor;.
(b) this Agreement constitutes the legal, valid, 4.2 The Pledged Securities are and binding obligation of Pledgor enforceable against Pledgor shall be duly and validly issued and pledged in accordance with its terms;
(i) all Pledged Stock owned by applicable law, and this Agreement shall not contravene any law, agreement or commitment binding Pledgor is set forth on SCHEDULE A hereto or the Company, and (ii) Pledgor is shall defend the direct right, title, lien and beneficial owner security interest of each share of Secured Party in and to the Pledged Stock;Securities against the claims and demands of all persons and other entities whatsoever.
(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 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) except as set forth on SCHEDULE B hereto, 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) 4.3 Pledgor has the requisite right, power and authority to enter into this Agreement convey good and to pledge and assign the Collateral marketable title to the Pledgee in accordance with Pledged Securities; and the terms of this Agreement;
(h) Pledgor owns each item of Pledged Securities and the Collateral and, except for the pledge proceeds thereof are and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, be free and clear of any other security interestall claims, pledgemortgages, claimpledges, lienliens, 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 (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably encumbrances 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 of every nature whatsoever other than as imposed hereby and other than transfer restrictions imposed under this Agreement vest in the Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued applicable federal and outstanding shares of capital stock of each Issuerstate securities laws.
Appears in 1 contract
Sources: Pledge and Irrevocable Proxy Security Agreement (Global Entertainment Corp)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
4.1 If Pledgor is a corporation, partnership or trust, it (ai) is duly organized, validly existing and in good standing under the laws of the state in which it is organized; (ii) is qualified to do business and is in good standing under the laws of each state in which it is doing business; (iii) has full power and authority to own its properties and assets and to carry on its business as now conducted; and (iv) is fully authorized and permitted to execute and deliver this Agreement. The execution, delivery and performance by Pledgor of this Agreement and all other documents and instruments relating to the pledge of the Collateral hereunder do not and Obligation will not result in any violation breach of the terms and conditions of, nor constitute a default under, any agreement or instrument under which Pledgor is a party or is obligated. Pledgor is not in default in the performance or observance of any agreementcovenants, indenture, conditions or provisions of any such agreement or instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor;.
(b) 4.2 The address of Pledgor set forth at the beginning of this Agreement constitutes is the legal, valid, and binding obligation chief executive office of Pledgor enforceable against (or Pledgor's residence if Pledgor is an individual without an office).
4.3 The Pledged Securities are and shall be duly and validly issued and pledged in accordance with its terms;
(i) all Pledged Stock owned by Pledgor is set forth on SCHEDULE A hereto and (ii) Pledgor is the direct and beneficial owner of each share of the Pledged Stock;
(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 the Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment ofapplicable law, and the grant of a security interest in, the Collateral hereunder;
(f) except as set forth on SCHEDULE B hereto, 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 shall not contravene any law, agreement or commitment binding Pledgor or the Company, and to pledge and assign Pledgor shall defend the Collateral to the Pledgee in accordance with the terms of this Agreement;
(h) Pledgor owns each item of the Collateral andright, except for the pledge title, lien and security interest granted of Secured Party in and to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, 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 Securities against the claims and demands of all persons and other entities whatsoever. The stock identified 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 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 the Pledgee Schedule 2.1 is all rights of Pledgor in the Collateral as contemplated by this Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuerthe Company.
4.4 Pledgor has the right, power and authority to convey good and marketable title to the Pledged Securities; and the Pledged Securities and the proceeds thereof are and shall be free and clear of all claims, mortgages, pledges, liens, encumbrances and security interest of every nature whatsoever other than as imposed hereby or as set forth, if at all, on Schedule 4.4 attached hereto.
Appears in 1 contract
Sources: Pledge and Irrevocable Proxy Security Agreement (Antigua Enterprises Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
5.1 Pledgor (ai) are duly organized, validly existing and in good standing under the laws of the state in which they are organized; (ii) are qualified to do business and is in good standing under the laws of each state in which they are doing business; (iii) has full power and authority to own their properties and assets and to carry on their business as now conducted; and (iv) are fully authorized and permitted to execute and deliver this Agreement. The execution, delivery and performance by Pledgor of this Agreement and all other documents and instruments relating to the pledge of the Collateral hereunder do not and Obligation will not result in any violation breach of the terms and conditions of, nor constitute a default under, any agreement or instrument under which Pledgor is a party or is obligated. Pledgor are not in default in the performance or observance of any agreementcovenants, indenture, conditions or provisions of any such agreement or instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor;.
(b) 5.2 The address of Pledgor set forth at the beginning of this Agreement constitutes is the legal, valid, chief executive office of Pledgor.
5.3 The Pledged Securities are and binding obligation of Pledgor enforceable against Pledgor shall be duly and validly issued and pledged in accordance with its terms;
(i) all Pledged Stock owned by applicable law, and this Agreement shall not contravene any law, agreement or commitment binding Pledgor is set forth on SCHEDULE A hereto or the company, and (ii) Pledgor is shall defend the direct right, title, lien and beneficial owner security interest of each share of the Pledged Stock;
(d) all of the shares of the Pledged Stock have been duly authorized, validly issued Secured party in 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 the Pledgee of any rights with respect to the Collateral or (iii) pledged Securities against the pledge claims and assignment of, demands of all persons and the grant of a security interest in, the Collateral hereunder;other entities whatsoever.
(f) except as set forth on SCHEDULE B hereto, 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) 5.4 Pledgor has the requisite right, power and authority to enter into this Agreement convey good and to pledge and assign the Collateral marketable title to the Pledgee in accordance with Pledged Securities; and the terms of this Agreement;
(h) Pledgor owns each item of Pledged Securities and the Collateral and, except for the pledge proceeds thereof are and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, be free and clear of any all claims, mortgages, pledges, liens, encumbrances and security interest of every nature whatsoever other security interestthan as imposed hereby, 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 (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived as imposed by the necessary parties;
(j) none of the Pledged Stock has been issued or transferred in violation of the Purchase Agreement, and pursuant to federal and state 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 the Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuerlaws.
Appears in 1 contract
Sources: Pledge and Security Agreement (Meteor Industries Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all Secured Party as of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) thatdate hereof as follows:
(a) No consent of any other person or entity (including, without limitation, any owner or creditor of Pledgor) which has not been obtained is required in connection with the execution, delivery and performance by Pledgor delivery, performance, validity or enforceability 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;Agreement.
(b) Pledgor is duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority under the laws of such state and under its organizational and charter documents to enter into and perform its obligations under this Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms;Agreement.
(i) all Pledged Stock owned by Pledgor is set forth on SCHEDULE A hereto and (iic) Pledgor is the direct has taken all necessary legal and beneficial owner of each share of the Pledged Stock;
(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.
(iid) the exercise Pledgor has not received any notice of default under any agreement or instrument to which Pledgor is a party or by the Pledgee 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 rights 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 respect to the Collateral terms and provisions hereof are events which of themselves, or (iii) with the pledge and assignment 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, and the grant of a security interest inor default under, the Collateral hereunder;terms, conditions or provisions of, or require any consent, permit, approval, authorization, declaration or filing (other than filings now or hereinafter made by Pledgor required under the Securities Exchange Act of 1934, as amended, as a result hereof) which has not been made or obtained under or pursuant to, any statute, law, judgment, decree, order, rule or regulation applicable to Pledgor, the organizational and charter documents of Pledgor, if any, or, any other agreement or instrument to which Pledgor is a party or by which Pledgor, or Pledgor's assets, are bound, or result in the creation or imposition of any Lien on any of the assets of Pledgor, 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; provided, however, that the compliance by Pledgor with the terms and provisions hereof is subject to all applicable Federal and state securities laws.
(f) except There are no 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 subject of any actions or suits or proceedings in equity or by any governmental authorities, and no such litigation or proceeding has been threatened against Pledgor or against any of Pledgor's assets, and no investigation in contemplation of such litigation or proceeding has begun or is pending or has been threatened.
(g) Pledgor's principal place of business and chief executive office is at the location identified in the first paragraph of this Agreement.
(h) The financial statements of Pledgor and Company furnished to Secured Party are true, correct and complete in all material respects and fairly present the financial condition of Pledgor and Company as set forth at the end of and for the reporting periods covered thereby. Except as shown on SCHEDULE B heretosuch financial statements, no borrowings have been made or indebtedness incurred by Pledgor or Company which is outstanding and which might give rise to a lien or claim against any assets of Pledgor or Company. Except for the Permitted Indebtedness of Pledgor, there are no pending orliabilities, contingent or otherwise, or any unrealized or anticipated losses from unfavorable commitments, whether arising before or after the date of such financial statements, which are not disclosed in such financial statements. Notwithstanding any of the foregoing, the representations and warranties set forth in this Section 2(h) as they relate to the best of Company are made to Pledgor's actual 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 Documents, 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 As of the Pledged Stock contained in the certificate of incorporation date hereof, Pledgor has filed or by-laws caused to be filed all United States, state, local and foreign income tax returns (if any) which are required to be filed and all United States, state, local and foreign tax returns other than income tax returns which are required to be filed and has paid or equivalent organizational documents) of the Issuer caused to be paid all taxes shown on such returns or otherwise on any assessment made against it and all other taxes, fees or other charges imposed on it by any governmental authority, agency or instrumentality which have not otherwise become due and payable. No tax liens have been enforceably filed against Pledgor or against any of its assets, and legally waived by the necessary parties;no material claims are being asserted against Pledgor or any of its assets in respect of any taxes.
(j) none Pledgor is the sole record and beneficial owner of 7,595,069 shares of common stock of the Pledged Stock has been issued Company except to the extent any direct or transferred in violation indirect equity owners of Pledgor is deemed to be a beneficial owner of said common stock. All of such common stock of the securities registrationCompany held by Pledgor is validly issued, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject;
(k) the pledge fully paid 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; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuernon-assessable.
Appears in 1 contract
Sources: Pledge and Security Agreement (Lazard Freres Real Estate Investors LLC)
Representations and Warranties of Pledgor. To induce Lender to enter into this Pledge Agreement and the Loan Agreement, Pledgor represents and warrants to makes the Pledgee (which following representations and warranties shall be deemed to continue to be made until all Lender:
5.1 Pledgor is a corporation duly organized, validly existing and in good standing under the laws of the Obligations have been paid State of Delaware and the State of Illinois. The Bank is a national banking association duly organized, validly existing and in full good standing under the laws of the United States.
5.2 The execution and each Document delivery of this Pledge Agreement and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
(a) the execution, delivery and performance by Pledgor of this Agreement its obligations hereunder are within Pledgor’s corporate powers 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;
(i) all Pledged Stock owned by Pledgor is set forth on SCHEDULE A hereto and (ii) Pledgor is the direct and beneficial owner of each share of the Pledged Stock;
(d) all of the shares of the Pledged Stock have been duly authorized, validly issued authorized by all necessary corporate action.
5.3 Pledgor beneficially owns 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 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) except as set forth on SCHEDULE B hereto, 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 Documents, 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 (or equivalent organizational documents) 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 the Pledgee record all rights of Pledgor in the Collateral as contemplated by this Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuerthe Bank and has good and marketable title to the Pledged Stock.
5.4 Following the Closing Date, Pledgor will hold all of the issued and outstanding capital stock of the Bank free and clear of all liens, charges, encumbrances, security interests, options, voting trusts and restrictions of every kind and nature whatsoever except only the liens and security interests created by this Pledge Agreement or otherwise in favor of Lender.
5.5 Each security which is a part of the Pledged Stock has been duly authorized and validly issued and is fully paid and nonassessable.
5.6 This Pledge Agreement has been duly executed and delivered by Pledgor and constitutes the legal, valid and binding obligation of Pledgor enforceable against it in accordance with its terms.
5.7 No consent or approval of any governmental body, regulatory authority or securities exchange or other Person or entity is required to be obtained by Pledgor in connection with the execution, delivery and performance of this Pledge Agreement other than those that have been obtained already.
5.8 The execution, delivery and performance of this Pledge Agreement will not violate any provision of any applicable law or regulation or of any writ or decree of any court or governmental instrumentality or of any indenture, contract, agreement or other undertaking to which Pledgor is a party or which purports to be binding upon Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Pledge Agreement or otherwise in favor of Lender.
5.9 The pledge, collateral assignment and delivery of the Pledged Stock pursuant to this Pledge Agreement creates a valid first lien and first and senior security interest in the Pledged Stock, which lien and security interest are perfected.
Appears in 1 contract
Sources: Loan and Subordinated Debenture Purchase Agreement (Old Second Bancorp Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to that: 3
4.1 If Pledgor is a corporation, partnership or trust, it (i) is duly organized, validly existing and in good standing under the Pledgee (which representations and warranties shall be deemed to continue to be made until all laws of the Obligations have been paid state in which it is organized; (ii) is qualified to do business and is in good standing under the laws of each state in which it is doing business; (iii) has full power and each Document authority to own its properties and each agreement assets and instrument entered into in connection therewith has been irrevocably terminatedto carry on its business as now conducted; and (iv) that:
(a) the is fully authorized and permitted to execute and deliver this Agreement. The execution, delivery and performance by Pledgor of this Agreement and all other documents and instruments relating to the pledge of the Collateral hereunder do not and Obligation will not result in any violation breach of the terms and conditions of, nor constitute a default under, any agreement or instrument under which Pledgor is a party or is obligated. Pledgor is not in default in the performance or observance of any agreementcovenants, indenture, conditions or provisions of any such agreement or instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor;.
(b) 4.2 The address of Pledgor set forth at the beginning of this Agreement constitutes is the legal, valid, and binding obligation chief executive office of Pledgor enforceable against (or Pledgor's residence if Pledgor is an individual without an office).
4.3 The Pledged Securities are and shall be duly and validly issued and pledged in accordance with its terms;
(i) all Pledged Stock owned by Pledgor is set forth on SCHEDULE A hereto and (ii) Pledgor is the direct and beneficial owner of each share of the Pledged Stock;
(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 the Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment ofapplicable law, and the grant of a security interest in, the Collateral hereunder;
(f) except as set forth on SCHEDULE B hereto, 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 shall not contravene any law, agreement or commitment binding Pledgor or the Company, and to pledge and assign Pledgor shall defend the Collateral to the Pledgee in accordance with the terms of this Agreement;
(h) Pledgor owns each item of the Collateral andright, except for the pledge title, lien and security interest granted of Secured Party in and to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, 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 Securities against the certificate claims and demands of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably all persons 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 the Pledgee other entities whatsoever. The stock identified on Schedule 2.1 is all rights of Pledgor in the Collateral as contemplated by this Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuerthe Company.
4.4 Pledgor has the right, power and authority to convey good and marketable title to the Pledged Securities; and the Pledged Securities and the proceeds thereof are and shall be free and clear of all claims, mortgages, pledges, liens, encumbrances and security interest of every nature whatsoever other than as imposed hereby or as set forth, if at all, on Schedule 4.4 attached hereto.
Appears in 1 contract
Sources: Pledge and Irrevocable Proxy Security Agreement (Antigua Enterprises Inc)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
4.1 Pledgor (ai) is duly organized, validly existing and in good standing under the laws of the state in which it is organized; (ii) is qualified to do business and is in good standing under the laws of each state in which it is doing business; (iii) has full power and authority to own its properties and assets and to carry on its business as now conducted; and (iv) is fully authorized and permitted to execute and deliver this Agreement. The execution, delivery and performance by Pledgor of this Agreement and all other documents and instruments relating to the pledge of the Collateral hereunder do not and Obligation will not result in any violation breach of the terms and conditions of, nor constitute a default under, any agreement or instrument under which Pledgor is a party or is obligated. Pledgor is not in default in the performance or observance of any agreementcovenants, indenture, conditions or provisions of any such agreement or instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor;.
(b) 4.2 The address of Pledgor set forth at the beginning of this Agreement constitutes is the legal, valid, chief executive office of Pledgor.
4.3 The Pledged Securities are and binding obligation of Pledgor enforceable against Pledgor shall be duly and validly issued and pledged in accordance with its terms;
(i) all Pledged Stock owned by applicable law, and this Agreement shall not contravene any law, agreement or commitment binding Pledgor is set forth on SCHEDULE A hereto or the Company, and (ii) Pledgor is shall defend the direct right, title, lien and beneficial owner security interest of each share of Secured Party in and to the Pledged Stock;Securities against the claims and demands of all persons and other entities whatsoever.
(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 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) except as set forth on SCHEDULE B hereto, 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) 4.4 Pledgor has the requisite right, power and authority to enter into this Agreement convey good and to pledge and assign the Collateral marketable title to the Pledgee in accordance with Pledged Securities; and the terms of this Agreement;
(h) Pledgor owns each item of Pledged Securities and the Collateral and, except for the pledge proceeds thereof are and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, be free and clear of any other security interestall claims, pledgemortgages, claimpledges, lienliens, 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 (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably encumbrances 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 the Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuerevery nature whatsoever.
Appears in 1 contract
Sources: Pledge and Irrevocable Proxy Security Agreement (Sitestar Corp)
Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all Secured Party as of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) thatdate hereof as follows:
(a) No consent of any other person or entity (including, without limitation, any owner or creditor of Pledgor) which has not been obtained 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 Pledgor;Senior Lender has been obtained contemporaneously herewith.
(b) Pledgor is duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority under the laws of such state and under its organizational and charter documents to enter into and perform its obligations under this Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms;Agreement.
(i) all Pledged Stock owned by Pledgor is set forth on SCHEDULE A hereto and (iic) Pledgor is the direct has taken all necessary legal and beneficial owner of each share of the Pledged Stock;
(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 (other than filings now or hereinafter made by Pledgor required under the Securities Exchange Act of 1934, as amended, as a result hereof) 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 the Pledgee organizational and charter documents of any rights with respect to the Collateral or Pledgor, if any, or, (iii) any other agreement or instrument to which Pledgor is a party (other than the pledge 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 creation or imposition of any Lien on any of the assets of Pledgor, 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; provided, however, that the compliance by Pledgor with the terms and assignment of, provisions hereof is subject to all applicable Federal and the grant of a security interest in, the Collateral hereunder;state securities laws.
(f) except as set forth on SCHEDULE B hereto, there There are no pending or, to the best judgments presently outstanding and unsatisfied against Pledgor or any of Pledgor's knowledgeassets, threatened and neither Pledgor nor any of Pledgor's assets is a party to or the subject of any actions or suits or proceedings before in equity or by any courtgovernmental authorities, judicial body, administrative agency and no such litigation 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 Documents, 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 (or equivalent organizational documents) of the Issuer 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 subject;
(k) 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; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issueris pending or has been threatened.
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 the Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) thatas follows:
(ai) If Pledgor is legal entity (including a corporation, partnership, limited liability company or trust), Pledgor is duly organized, is validly existing and in good standing under the laws of the State of its organization as set forth in the preface to this Agreement and is duly qualified to do business in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary;
(ii) Pledgor has the power and authority (A) to carry on its business and affairs as now being conducted and as proposed to be conducted (if Pledgor is a legal entity), (B) to execute, deliver and perform its obligations under this Agreement and each of the documents or agreements be executed by Pledgor in connection herewith (the “Pledge Documents”), and (C) to take all action necessary to consummate the transactions contemplated under this Agreement and the Pledge Documents;
(iii) If Pledgor is a legal entity, the execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder Pledge Documents has been duly authorized, executed and delivered by such Pledgor and such execution, delivery and performance do not and will not result in any violation require the approval of any agreementshareholders, indenturepartners, instrumentmembers, license, judgment, decree, order, law, statute, ordinance trustees or other governmental rule persons or regulation applicable to entities which have not been obtained, and do not contravene any organizational document, if applicable, governing Pledgor. If Pledgor is a natural person, this Agreement has been duly executed and delivered by Pledgor and the execution, delivery and performance by Pledgor hereunder does not require the approval of any other persons or entities which have not been obtained;
(biv) this This Agreement constitutes and each of the Pledge Documents is a legal, valid, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms, subject to laws generally affecting the enforcement of creditors’ rights;
(iv) all Pledged Stock owned by If Pledgor is set forth on SCHEDULE A hereto and (ii) a legal entity, Pledgor is the direct in compliance in all material respects with all laws, rules, regulations and beneficial owner of each share of the Pledged Stockorders applicable to Pledgor or its business, operations or affairs;
(dvi) all of There is no pending or overtly threatened action or proceeding affecting Pledgor before any court, governmental agency or arbitrator which could reasonably be expected to have a material adverse affect on the shares of Collateral or the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessableSecured Party’s remedies under this Agreement;
(evii) no consent or approval of any person, corporation, governmental body, regulatory authority or other entity is or will be necessary for (i) the The execution, delivery and performance by Pledgor of this Agreement and each of the Pledge Documents does not and will not conflict with, result in a breach of, or constitute (with or without notice or the lapse of time or both) a default under, any law, rule or regulation or any instrument, indenture, agreement or other contractual obligation issued by Pledgor or enforceable against it or any of its property and does not result in or require the creation of any lien (other than pursuant to Section 1 hereof) upon any of Pledgor’s property;
(viii) The LP Agreement provides that each of the Pledged OP Units are securities governed by Article 8 of the Uniform Commercial Code as in effect in each applicable jurisdiction;
(ix) The OP Unit Certificate(s) evidencing each of the Pledged OP Units contains a legend substantially as follows: “This certificate evidences an interest in NHP/PMB, L.P. and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction”;
(x) The provisions of Section 1 hereof are effective to create in favor of Secured Party a legal, valid and perfected first priority security interest in all right, title and interest in the Collateral described therein, enforceable against Pledgor, subject to laws generally affecting the enforcement of creditors’ rights; and
(xi) Pledgor is, and after giving effect to all transactions occurring or being consummated on or prior to the date hereof will be, Solvent (as hereinafter defined). For purposes of this Agreement, (ii) the exercise by the Pledgee of any rights “Solvent” means, with respect to any particular date, that on such date the Collateral or (iii) fair value of the pledge and assignment ofproperty of Pledgor is greater than the total amount of liabilities, and the grant of a security interest inincluding probable liability on contingent liabilities, the Collateral hereunder;
(f) except as set forth on SCHEDULE B hereto, 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 Documents, 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 (or equivalent organizational documents) 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 the Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement; and
(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: Formation and Contribution Agreement (Nationwide Health Properties Inc)