Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that: (a) the Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreement; (b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities.
Appears in 3 contracts
Sources: Shareholder Pledge Agreement (Kaching Kaching, Inc.), Shareholder Pledge Agreement (Kaching Kaching, Inc.), Shareholder Pledge Agreement (Kaching Kaching, Inc.)
Representations and Warranties of the Pledgor. The Pledgor expressly reiterates hereby representations and warranties of Section 1 of the Supplemental Agreement and hereby represents and warrants to the PledgeeBeneficiary that, on the date of this Pledge Agreement and covenants with for the Pledgee, thatentire term of the Pledge Agreement:
(a) the Pledgor is the record 7.1 this Pledge Agreement shall constitute a non possessory first-priority perfected and beneficial owner of, and has good and marketable title to, enforceable security interest over the Pledged SharesAccounts (except as enforcement may be limited by equitable principles and by bankruptcy, and such shares insolvency, reorganization, moratorium or other equity interests are and similar laws relating to creditors’ rights generally), subject only to the Permitted Liens, it being specified that the Pledge will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except only be enforceable as against the liens and security interests in favor of the Pledgee created by this AgreementAccount Holder(s) when notified to them pursuant to clause 2.4 above;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) 7.2 the execution, delivery and performance by the Pledgor of this Agreement will Agreement, and all other documents contemplated hereby (i) have been duly and validly authorized, (ii) are not subject to any consents, which have not been obtained, (iii) are enforceable against Pledgor in accordance with their terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally), and (iv) do not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the Pledgor’s articles or certificate of incorporation, bylaws or Pledgor’s by-laws, or any law or any material agreement or instrument, which is binding upon Pledgor or its property;
7.3 there is no action, claims or proceeding before any court or administrative authority, pending or likely to occur, that could affect the validity, applicability or the capacity of the Pledgor to perform its obligations under this Pledge Agreement;
7.4 it is the sole and beneficial owner of the Pledged Accounts and the related Credit Balances and will remain the sole and beneficial owner of the Pledged Accounts and the related Credit Balances;
7.5 from the entry into force of this Pledge Agreement, the Pledged Accounts and the monies that are credited in it are and will remain free of any third party right (other than those of the Accounts Holder(s)), except for the Pledge, any Permitted Lien and any adverse claim in an amount lower than USD 100,000;
7.6 the amendments of the Secured Obligations are immediately enforceable against it, automatically and without any formalities whatsoever. The novation shall not be presumed by the Pledgor which shall only invoke it if the Beneficiary has expressly notified its will to perform the novation;
7.7 there will be no several and joint liability or indivisibility between any successors and assignees of the Beneficiary;
7.8 this Pledge Agreement does not affect and will not affect in any way the nature and the scope of all the guarantees and the actual or personal commitments which may have been or would be entered into or granted by the Pledgor or any third party to which it is added or will be added;
7.9 it will provide the Beneficiary with any information relating to the Pledged Accounts that the Beneficiary could reasonably require, including any litigation related to them;
7.10 the Pledgor is not on the date of this Pledge Agreement (a) insolvent or (b) informed of an action or proceedings whatsoever initiated, in the course of a bankruptcy proceedings, for the purpose of requesting the suspension of payment, the dissolution or liquidation or ad hoc proceedings or the opening of a safeguard proceedings or the appointment of a mediator or a conciliator or any other similar organizational documents proceedings described in the Livre Sixiéme of the Pledgor French Code de Commerce or of any mortgageother similar proceedings provided by any other applicable law;
7.11 it shall refrain, indenturein order to discharge itself from its undertakings, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon invoke any modifications of the assets legal form of the PledgorBeneficiary, and will not even if these modifications would result in the creation of a new legal person, provided that the Secured Obligations are validly transferred to the new legal entity;
7.12 it shall not be discharged by:
(i) any modifications to the Loan Agreement (occurring one or imposition several times provided those do not cause a novation);
(ii) the addition or the removal of any liennew security interests, charge new creditors or encumbrance on or security interest new debtors;
(iii) a prorogation of the repayment date of the Loans in accordance with the provisions of the Loan Agreement; affecting in any way the provisions of the assets of the Pledgor or the Company, except as otherwise contemplated by this Loan Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities.
Appears in 3 contracts
Sources: First Rank Accounts Pledge Agreement, First Rank Accounts Pledge Agreement (Talend SA), First Rank Accounts Pledge Agreement (Talend SA)
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that:
(a) that the Pledgor is a legal entity, duly organised and validly existing under the record and beneficial owner oflaws of the Gibraltar, and has good able to own its assets and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreementconduct its business;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) that the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledge by the Pledgor is a party or which purports to be binding upon within the Pledgor's legal capacity and have been duly authorised by all actions required under the Pledgor's Constitutive Documents;
(c) that the Pledgor is not in material breach of or upon default under any agreement to which it is a party, and which is binding (and continuing unwaived and unremedied) on any material part of its assets;
(d) that all necessary authorisations, approvals, filings or notices to or from any governmental authority or third party required in advance of the assets execution of this Pledge have been obtained, and, all necessary authorisations, approvals, filings or notices to or from any governmental authority or third party required after such execution of this Pledge will be sought;
(e) that the Pledgor is the sole beneficial owner of the Collateral;
(f) to the best of the Pledgor's knowledge and belief having made all reasonable enquiries, the Shares have been validly issued and properly registered with the appropriate authorities competent for the registration of the issuance thereof in accordance with applicable law;
(g) that the Pledgor is not in liquidation, administration or receivership nor has any moratorium been declared in respect of the Pledgor, nor has any other Person, to the best of the Pledgor's knowledge and will not result belief, having made all reasonable enquiries, taken any step in the creation or imposition of any lien, charge or encumbrance on or security interest in good faith with a view to bringing about any of the assets of foregoing;
(h) that the Pledgor or is solvent and is not unable to pay its debts as they fall due (within the Companymeaning ascribed thereto by any applicable law) where such debts, except as otherwise contemplated by this Agreementwhen taken together, have an aggregate value in excess of two million five hundred thousand Dollars ($2,500,000) and are not discharged within twenty (20) Business Days; and
(gi) the pledge, assignment and delivery of the Pledged Shares and the that no writ or other Pledged Collateral proceedings have been issued or commenced pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to which any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares may be secured or any executed against which, where such writ or other Pledged Collateral. The Pledgor covenants proceedings when taken together, have an aggregate value of two million five hundred thousand Dollars ($2,500,000) and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesare not discharged within twenty (20) Business Days.
Appears in 2 contracts
Sources: Pledge Agreement (Open Joint Stock Co Vimpel Communications), Pledge Agreement (Open Joint Stock Co Vimpel Communications)
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that:
(a) that the Pledgor is a legal entity, duly organised and validly existing under the record and beneficial owner oflaws of the Gibraltar, and has good able to own its assets and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreementconduct its business;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) that the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledge by the Pledgor is a party or which purports to be binding upon within the Pledgor’s legal capacity and have been duly authorised by all actions required under the Pledgor’s Constitutive Documents;
(c) that the Pledgor is not in material breach of or upon default under any agreement to which it is a party, and which is binding (and continuing unwaived and unremedied) on any material part of its assets;
(d) that all necessary authorisations, approvals, filings or notices to or from any governmental authority or third party required in advance of the assets execution of this Pledge have been obtained, and, all necessary authorisations, approvals, filings or notices to or from any governmental authority or third party required after such execution of this Pledge will be sought;
(e) that the Pledgor is the sole beneficial owner of the Collateral;
(f) the Shares have been validly issued and properly registered with the appropriate authorities competent for the registration of the issuance thereof in accordance with applicable law;
(g) that the Pledgor is not in liquidation, administration or receivership nor has any moratorium been declared in respect of the Pledgor, nor has any other Person, to the best of the Pledgor’s knowledge and will not result belief, having made all reasonable enquiries, taken any step in the creation or imposition of any lien, charge or encumbrance on or security interest in good faith with a view to bringing about any of the assets foregoing;
(h) that the Pledgor is solvent and is not unable to pay its debts as they fall due (within the meaning ascribed thereto by any applicable law) where such debts, when taken together, have an aggregate value in excess of two million five hundred thousand Dollars ($2,500,000) and are not discharged within twenty (20) Business Days;
(i) that no writ or other proceedings have been issued or commenced pursuant to which any property of the Pledgor may be secured or the Companyexecuted against which, except as otherwise contemplated by this Agreementwhere such writ or other proceedings when taken together, have an aggregate value of two million five hundred thousand Dollars ($2,500,000) and are not discharged within twenty (20) Business Days; and
(gj) that neither the pledge, assignment and delivery Pledgor nor any of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates its Controlling Persons or Controlled Affiliates are convicted of a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest felony in the property United States, Norway, the Russian Federation or assets of the Pledgor which would include the Pledged Shares or in any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesjurisdiction.
Appears in 2 contracts
Sources: Pledge Agreement (Open Joint Stock Co Vimpel Communications), Pledge Agreement (Open Joint Stock Co Vimpel Communications)
Representations and Warranties of the Pledgor. The Each Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, Collateral Agent that:
(a) the such Pledgor is the record and beneficial owner of, and has good and marketable valid rights in, title to, or the Pledged Sharespower to transfer the Collateral with respect to which it has purported to grant a security interest hereunder, and such shares or other equity interests are and will remain free and clear of all pledgesLiens (other than Permitted Liens), liens, and has all requisite power and authority to grant to the Collateral Agent the security interests and other encumbrances and restrictions whatsoever, except the liens and security interests interest in favor of the Pledgee created by this Agreementsuch Collateral pursuant hereto;
(b) there are no outstanding options, warrants or other similar agreements with respect subject to the Pledged Shares or any Legal Reservations, this Agreement is effective to create a legal, valid and enforceable Lien on and security interest in the Collateral in favor of the other Pledged CollateralCollateral Agent for the benefit of the Secured Parties and, subject to the satisfaction of the Perfection Requirements, the Collateral Agent will have a fully perfected first priority Lien on such Collateral securing the Obligations to the extent perfection can be achieved by the Perfection Requirements;
(c) this Agreement no Collateral is in the legalpossession or control of any person asserting a claim thereto or security interest therein, valid and binding obligation except that the Collateral Agent or its nominee or a Securities Intermediary acting on its behalf may have possession or control of the Pledgor, enforceable against the Pledgor in accordance with its termsCollateral;
(d) the all Collateral consisting of Pledged Shares have has been duly authorized and validly authorized and issued, are is outstanding as fully paid and non-assessable assessable, constitutes 100% of the issued and outstanding shares of capital stock or other equity interests of the holders thereof are not entitled to any preemptive first refusal or similar rightsrespective issuers thereof, and is held by each Pledgor free and clear of all Liens (other than Permitted Liens);
(e) except to the extent previously disclosed to the Collateral Agent in writing, there is no existing agreement, option, warrant, right or privilege capable of becoming an agreement or option pursuant to which any issuer of the Pledged Shares is obligated to issue additional Securities or such Pledgor could be required to sell or otherwise dispose of any of the Collateral; and
(f) no authorization, consent, permit or approval of, or authorization of or designation other action by, or filing with or notice to, any governmental agency or authority, regulatory authority on the part of the Pledgor body, court, tribunal or other similar entity having jurisdiction is required in connection with the pledge execution and delivery by such Pledgor of this Agreement and the performance of its obligations hereunder, except for such filings as may be required to perfect the security interest granted under this Agreement;
(f) hereby and as may be required in connection with the execution, delivery and performance disposition of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws all or any other similar organizational documents Collateral by laws affecting the offering and sale of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiessecurities generally.
Appears in 2 contracts
Sources: Pledge Agreement (Li-Cycle Holdings Corp.), Pledge Agreement (Li-Cycle Holdings Corp.)
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that:
(a) that the Pledgor is a legal entity, duly organised and validly existing under the record and beneficial owner oflaws of the Gibraltar, and has good able to own its assets and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreementconduct its business;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) that the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledge by the Pledgor is a party or which purports to be binding upon within the Pledgor’s legal capacity and have been duly authorised by all actions required under the Pledgor’s Constitutive Documents;
(c) that the Pledgor is not in material breach of or upon default under any agreement to which it is a party, and which is binding (and continuing unwaived and unremedied) on any material part of its assets;
(d) that all necessary authorisations, approvals, filings or notices to or from any governmental authority or third party required in advance of the assets execution of this Pledge have been obtained, and, all necessary authorisations, approvals, filings or notices to or from any governmental authority or third party required after such execution of this Pledge will be sought;
(e) that the Pledgor is the sole beneficial owner of the Collateral;
(f) to the best of the Pledgor’s knowledge and belief having made all reasonable enquiries, the Shares have been validly issued and properly registered with the appropriate authorities competent for the registration of the issuance thereof in accordance with applicable law;
(g) that the Pledgor is not in liquidation, administration or receivership nor has any moratorium been declared in respect of the Pledgor, nor has any other Person, to the best of the Pledgor’s knowledge and will not result belief, having made all reasonable enquiries, taken any step in the creation or imposition of any lien, charge or encumbrance on or security interest in good faith with a view to bringing about any of the assets of foregoing;
(h) that the Pledgor or is solvent and is not unable to pay its debts as they fall due (within the Companymeaning ascribed thereto by any applicable law) where such debts, except as otherwise contemplated by this Agreementwhen taken together, have an aggregate value in excess of two million five hundred thousand Dollars ($2,500,000) and are not discharged within twenty (20) Business Days; and
(gi) the pledge, assignment and delivery of the Pledged Shares and the that no writ or other Pledged Collateral proceedings have been issued or commenced pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to which any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares may be secured or any executed against which, where such writ or other Pledged Collateral. The Pledgor covenants proceedings when taken together, have an aggregate value of two million five hundred thousand Dollars ($2,500,000) and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesare not discharged within twenty (20) Business Days.
Appears in 2 contracts
Sources: Pledge Agreement (Open Joint Stock Co Vimpel Communications), Pledge Agreement (Open Joint Stock Co Vimpel Communications)
Representations and Warranties of the Pledgor. The Pledgor represents makes the following representations and warrants to the Pledgee, and covenants with the Pledgee, thatwarranties:
(a) the Pledgor is the record It has been validly incorporated and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests exists in favor of the Pledgee created by this Agreementcompliance with its applicable laws;
(b) there are no outstanding optionsIt has all powers and full capacity to execute this Agreement and has obtained all necessary authorizations for this purpose, warrants or other similar agreements with respect to the Pledged Shares or any including all corporate authorizations of the other Pledged Collateralits relevant corporate bodies;
(c) Its obligations under this Agreement is Agreement, and if necessary under the Loan Agreement, are legal, valid and binding obligation of the Pledgorobligations, enforceable against the Pledgor in accordance with its their respective terms;
(d) No consent or authorization of any kind whatsoever is necessary for the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal execution or similar rightsenforcement of this Pledge (other than those mentioned in this Agreement);
(e) no consent, approval or authorization The contemplated Pledge has been duly authorised by the Company and its shareholders in accordance with Article 3 of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) It has obtained the executionrelease of the Initial Pledge;
(g) It has full ownership over the Pledged Shares and all the Pledged Shares have been fully paid up;
(h) On the date hereof, delivery the Pledged Shares are free from any registration, right, privilege, lien or other security interest and in particular, as the case may be, from the general mortgage of the competent tax administrations, so that the registration to be made pursuant to this Agreement shall bear a first priority and will not be challenged and the Pledged Shares have not been seized and are not under escrow;
(i) The execution and performance of this Agreement will do not violate or breach any provision of legislative, regulatory or conventional (including any treaty) provisions applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by nor violate decisions or judgments of any court, arbitration entity, administrative authority or governmental entity;
(j) It complies with the terms and conditions of any agreement or other document to which it is a party;
(k) It is not in a situation of suspension of payments (cessation de paiements) and is not subject to any insolvency proceedings (or any similar proceedings aiming at the settlement of distressed companies) in any State where it operates its activities;
(l) It complies with all applicable regulations (or regulations applicable to the shareholders of the Company) and all authorizations have been obtained for the performance of its activities, the ownership of its assets, and the execution of its obligations resulting from the Convention;
(m) On the date hereof, no litigation, legal action or pending proceedings have been brought against it, and to his knowledge there is no risk of litigation, legal action, action or proceedings:
(i) which would relate directly to any provision of this Agreement; andor
(gii) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant which could affect its capacity to fulfill its obligations under this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesAgreement.
Appears in 1 contract
Sources: Registered Share Pledge Agreement (Randgold Resources LTD)
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, Secured Party that:
(a) The Pledgor has the Pledgor is power and authority and the record legal right to execute and beneficial owner deliver, to perform its obligations under, and to grant the security interest in the Collateral pursuant to, this Agreement and has taken all necessary action to authorize its execution, delivery and performance of, and has good and marketable title grant of the security interest in the Collateral pursuant to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreement;.
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this This Agreement is the constitutes a legal, valid and binding obligation of the Pledgor, Pledgor enforceable against the Pledgor in accordance with its terms and creates in favor of the Secured Party a perfected, first priority security interest in the Collateral, enforceable in accordance with its terms;, except in each case as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(dc) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the The execution, delivery and performance of this Agreement will not violate any provision of any applicable law Requirement of Law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents Contractual Obligation of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance Lien on or security interest in any of the assets properties or revenues of the Pledgor pursuant to any Requirement of Law or Contractual Obligation of the CompanyPledgor, except as otherwise contemplated by this Agreement; andhereby.
(gd) the pledgeNo consent or authorization of, assignment filing with, or other act by or in respect of, any arbitrator or Governmental Authority and delivery no consent of any other Person (including, without limitation, any member or creditor of the Pledged Shares and Pledgor), is required in connection with the other Pledged Collateral pursuant execution, delivery, performance, validity or enforceability of this Agreement by or against the Pledgor.
(e) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Pledgor, threatened by or against the Pledgor or against any of its properties or revenues with respect to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor or any of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiestransactions contemplated hereby.
Appears in 1 contract
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, Pledgee (which representations and covenants with warranties shall be deemed to continue to be made until all of the Pledgee, 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 the Pledgor is of this Agreement and the record pledge of the Collateral hereunder do not and beneficial owner ofwill not result in any violation of any agreement, and has good and marketable title toindenture, the Pledged Sharesinstrument, and such shares license, judgment, decree, order, law, statute, ordinance or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except governmental rule or regulation applicable to the liens and security interests in favor of the Pledgee created by this AgreementPledgor;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is constitutes the legal, valid valid, and binding obligation of the Pledgor, Pledgor enforceable against the Pledgor in accordance with its terms;
(di) all Pledged Instruments held by the Pledgor is set forth on Schedule A hereto and (ii) the Pledgor is the direct and beneficial owner of each share of the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rightsInstruments;
(ed) no consentconsent or approval of any person, approval or authorization of or designation or filing with any corporation, governmental or body, regulatory authority on the part of the Pledgor or other entity, is required in connection with the pledge and security interest granted under this Agreement;
or will be necessary for (fi) the execution, delivery and performance of this Agreement will not violate any provision Agreement, (ii) the exercise by the Pledgee of any applicable law rights with respect to the Collateral or regulation (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder;
(e) there are no pending or, to the best of Pledgor’s knowledge, threatened actions or of any order, judgment, writ, award or decree of proceedings before any court, judicial body, administrative agency or arbitrator or governmental authority, domestic or foreign, or which may materially adversely affect the Collateral;
(f) the 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;
(g) the Pledgor owns each item of the articles 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, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”);
(h) there are no restrictions on transfer of the Pledged Instruments contained in the certificate of incorporation, bylaws incorporation or any other similar by-laws (or equivalent organizational documents documents) of the payor under the Pledged Instruments or otherwise which have not otherwise been enforceably and legally waived by the necessary parties;
(i) the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in the Pledgee all rights of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except Collateral as otherwise contemplated by this Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities.
Appears in 1 contract
Sources: Stock Pledge Agreement (Accentia Biopharmaceuticals Inc)
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that:
(a) the Pledgor it is the legal record and beneficial owner of, and has good and marketable title to, of the Pledged SharesStock, and such shares subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions encumbrance whatsoever, except the liens lien and security interests in favor of the Pledgee interest created by this Agreement;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any Stock constitutes the percentage set forth on Schedule 1 of the other Pledged Collateralpresently issued and outstanding shares of common stock of the Company;
(c) the Pledgor has full power, authority and legal right to pledge, and grant a security interest in, the Pledged Stock and the Collateral pursuant to this Agreement;
(d) this Agreement is has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor, and is enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued; except as enforceability may be limited by bankruptcy, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal insolvency or similar rightslaws affecting the enforcement of creditors’ rights generally and general principles of equity;
(e) no consent of any other person or entity, including the Company, and no consent, license, permit, approval or authorization of or, exemption by, notice or designation report to, or registration, filing with or declaration with, any governmental authority, domestic or regulatory authority on the part of foreign, is required to be obtained by the Pledgor is required in connection with the execution, delivery or performance of this Agreement or the pledge of the Pledged Stock hereunder, in each case which has not been obtained or made, as the case may be, and security interest granted under this Agreement;is not in full force and effect; and
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles of incorporation or certificate the code of incorporation, bylaws or any other similar organizational documents regulations of the Pledgor or of any securities issued by the Pledgor, or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or the Company is a party or which purports to be binding upon the Pledgor or the Company or upon any of the Pledgor’s or the Company’s assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, Company except as otherwise contemplated by this Agreement or permitted under the Credit Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities.;
Appears in 1 contract
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that:
(a) the Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreement;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the CompanyFan Pass, Inc., except as otherwise contemplated by this Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities.
Appears in 1 contract
Sources: Pledge Agreement (Friendable, Inc.)
Representations and Warranties of the Pledgor. The Each Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, Noteholder that:
(a) the such Pledgor is the record and beneficial owner of, and has good and marketable valid rights in, title to, or the Pledged Sharespower to transfer the Collateral with respect to which it has purported to grant a security interest hereunder, and such shares or other equity interests are and will remain free and clear of all pledgesLiens (other than Permitted Liens (as defined in the 2024 Secured Note)), liens, and has all requisite power and authority to grant to the Noteholder the security interests and other encumbrances and restrictions whatsoever, except the liens and security interests interest in favor of the Pledgee created by this Agreementsuch Collateral pursuant hereto;
(b) there are no outstanding options, warrants or other similar agreements with respect subject to the Pledged Shares or any Legal Reservations, this Agreement is effective to create a legal, valid and enforceable Lien on and security interest in the Collateral in favor of the other Pledged CollateralNoteholder and, subject to the satisfaction of the Perfection Requirements, the Noteholder will have a fully perfected first priority Lien on such Collateral securing the Obligations to the extent perfection can be achieved by the Perfection Requirements;
(c) this Agreement no Collateral is in the legalpossession or control of any person asserting a claim thereto or security interest therein, valid and binding obligation except that the Noteholder or its nominee or a Securities Intermediary acting on its behalf may have possession or control of the Pledgor, enforceable against the Pledgor in accordance with its termsCollateral;
(d) the all Collateral consisting of Pledged Shares have has been duly authorized and validly authorized and issued, are is outstanding as fully paid and non-assessable assessable, constitutes 100% of the issued and outstanding shares of capital stock or other equity interests of the holders thereof are not entitled to any preemptive first refusal or similar rightsrespective issuers thereof, and is held by each Pledgor free and clear of all Liens (other than Permitted Liens);
(e) except to the extent previously disclosed to the Noteholder in writing, there is no existing agreement, option, warrant, right or privilege capable of becoming an agreement or option pursuant to which any issuer of the Pledged Shares is obligated to issue additional Securities or such Pledgor could be required to sell or otherwise dispose of any of the Collateral; and
(f) no authorization, consent, permit or approval of, or authorization of or designation other action by, or filing with or notice to, any governmental agency or authority, regulatory authority on the part of the Pledgor body, court, tribunal or other similar entity having jurisdiction is required in connection with the pledge execution and delivery by such Pledgor of this Agreement and the performance of its obligations hereunder, except for such filings as may be required to perfect the security interest granted under this Agreement;
(f) hereby and as may be required in connection with the execution, delivery and performance disposition of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws all or any other similar organizational documents Collateral by laws affecting the offering and sale of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiessecurities generally.
Appears in 1 contract
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to and in favour of Zongshen as of the Pledgee, and covenants with the Pledgeedate hereof, that:
(a) the Pledgor has not entered into any agreement with or granted to any person, firm or corporation any option or any right or privilege capable of becoming an agreement or option to acquire any right or interest in any of the Collateral (other than as created by this Agreement);
(b) the Pledgor is the record legal and beneficial owner of, and has good and marketable title to, of the Pledged Shares, and such shares or other equity interests are and will remain Collateral free and clear of all liens, charges, pledges, liens, security interests restrictions (other than restrictions arising under any applicable securities laws) and encumbrances (other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee than as created by this Agreement;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral);
(c) the Pledgor has the full right and legal capacity to enter into this Agreement is and to grant to Zongshen the Security Interest in the Collateral;
(d) this Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor, Pledgor enforceable by Zongshen against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly , except as enforceability may be limited by applicable bankruptcy laws and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rightsgeneral principles of equity;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of execution and delivery by the Pledgor is required in connection with of this Agreement, and the pledge and security interest granted performance of his obligations under this Agreement, do not and will not breach or result in a default under any contract or covenant by which he is bound;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid valid, perfected, first lien on pledge of and a perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the PledgeeCollateral, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or encumbrance; and
(g) the Pledged EMV Shares pledged by the Pledgor to any agreement purporting to grant to any third party a security interest in the property or assets Zongshen hereunder have been validly issued, are fully paid and non-assessable. All of the Pledgor which would include foregoing representations and warranties made herein shall survive the Pledged Shares or execution and delivery of this Agreement and shall be deemed to be continuously made hereunder so long as any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesObligations remain outstanding.
Appears in 1 contract
Sources: Share Pledge Agreement (Electrameccanica Vehicles Corp.)
Representations and Warranties of the Pledgor. The Pledgor hereby represents and warrants to as of the Pledgee, and covenants with the Pledgee, thatdate hereof:
(a) it is a Delaware limited liability company duly organized and validly existing under the Pledgor is laws of the record and beneficial owner of, jurisdiction of its formation and has good the requisite power and marketable title to, authority to enter into this Agreement and to carry out the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreementtransactions contemplated hereby;
(b) there are no outstanding options(i) it has duly authorized, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
executed and delivered this Agreement and (cii) this Agreement is the constitutes its legal, valid and binding obligation of the Pledgorobligation, enforceable against the Pledgor it in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, receivership, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by application of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law);
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(fc) the execution, delivery and performance by the Pledgor of this Agreement will is not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or in violation of the articles or certificate of incorporation, bylaws LLC Agreement or any other similar organizational documents of the Pledgor or of any indenture, mortgage, indenture, lease, contract, deed of trust or other agreement, instrument or undertaking agreement to which the Pledgor it is a party or by which purports it is bound or to which any of its property or assets may be binding upon subject;
(d) neither the execution and delivery by the Pledgor or upon of this Agreement nor the consummation by it of any of the assets transactions contemplated hereby requires the consent or approval of, the giving of notice to, or the registration or filing with, or the taking of any other action in respect of, any agency or authority, except for the filing of Uniform Commercial Code financing statements (and continuations thereof) in respect of the Pledgor, and will not result security interests created hereby in the creation or imposition State of Delaware;
(e) the Pledgor is the record owner of the Pledged Collateral, free and clear of any lienand all Liens or claims of any other Person, charge or encumbrance on or security interest in any except for the Lien granted hereunder (and the rights and remedies of the assets of Security Trustee related to such Lien);
(f) the Pledgor or the Company, except as otherwise contemplated by this Agreement; andMembership Interest has been duly authorized and validly issued;
(g) the pledgeCertificate is accurate and the Membership Interest described therein constitutes the entire Membership Interest of the Pledgor at the date hereof;
(h) it has legal authority to pledge the Pledged Collateral in the manner hereby done or contemplated;
(i) the Pledgor, assignment as manager and sole member of the Company, has not taken any action or commenced any legal proceedings nor (to the best of its knowledge and belief) has the Company taken any or have any been threatened against the Company for its winding up, dissolution, administration or reorganization or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or any of all of its assets;
(j) other than the delivery of the Certificate to the Security Trustee evidencing the Pledged Shares Collateral and the filing of a UCC-1 financing statement in respect of this Agreement, it is not necessary in order to ensure the validity, enforceability or admissibility in evidence in proceedings of this Pledge Agreement in New York or Delaware or any other Pledged Collateral relevant jurisdiction that it or any other document be filed or registered with any authority in such jurisdiction or elsewhere or that any tax be paid in respect thereof, and the Lien granted pursuant to this Agreement creates will constitute a valid first lien on and valid, perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include Lien on the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities.
Appears in 1 contract
Sources: Borrower Parent Transfer Agreement (Aerocentury Corp)
Representations and Warranties of the Pledgor. The Pledgor hereby represents and warrants to the Pledgee, Pledgee and covenants with each of the Pledgee, thatLenders as follows:
(a) True and correct copies of the certificate of incorporation and bylaws of each of the Companies, as currently in full force and effect, have been delivered to the Pledgee. Except for those agreements identified in Exhibit A, true and correct copies of which have been delivered to the Pledgee, there are no stockholder or other agreements relating to the management of any of the Companies.
(b) Except for the Committed Stock and Committed Notes, if any, pending its becoming Pledged Collateral hereunder pursuant to the proviso at the end of Section 2, the Pledged Collateral includes all of the issued and outstanding Capital Stock of the Companies and all of the Surplus Notes. The Pledgor is or, upon its acquisition of Pledged Collateral not currently owned by it, will be, the legal, record and or beneficial owner of, and has has, or at the time of that acquisition, will have, good and marketable title to, the Pledged SharesCollateral, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions any Lien whatsoever, except for the liens Lien created hereby.
(c) This Agreement has been duly executed and security interests in favor delivered by the Pledgor and constitutes a valid, legal and binding obligation of the Pledgee created Pledgor enforceable in accordance with the terms of this Agreement except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity (whether enforcement is sought by proceedings in equity or at law).
(d) The execution and delivery of this Agreement by the Pledgor, performance by it of its obligations hereunder and the grant of the Lien hereunder do not (i) require any consent or approval of the Pledgor's stockholders, except for such consents or approvals as have been duly obtained and are in full force and effect as of the date hereof; (ii) contravene any Requirement of Law; (iii) violate any provisions of, or require any filing (other than the filing of the financing statements contemplated hereby), registration, consent or approval under any Law, order writ, injunction, determination or award currently in effect applicable to the Pledgor or any of the Companies or the property of the Pledgor or any of the Companies except for the authorizations of applicable Insurance Regulatory Authorities identified in Schedule 3.4 of the Credit Agreement, each of which has been requested by the Pledgor on or before the date of this Agreement;
; (biv) there are no outstanding optionsresult in a breach of, warrants constitute a default under, or otherwise contravene, any Contractual Obligation of the Pledgor or any Company; or (v) cause either the Pledgor or any Company to be in default under any such Law, order, writ, judgment, injunction, decree, determination or award or any such Contractual Obligation or in violation of any other similar agreements obligation with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;.
(e) no consentNo consent or authorization, approval filing with, notice to, or authorization of other act by or designation in respect of, any Governmental Authority or filing any other Person is required with any governmental or regulatory authority on the part of respect to the Pledgor is required in connection with either (i) the pledge and security interest granted under grant by the Pledgor of the Lien created hereunder or the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the perfection of or the exercise by the Pledgee of the voting or other rights, remedies, powers or privileges provided for hereunder, except as identified in Schedule 3.4 of the Credit Agreement;.
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) the The pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and a first perfected first priority security interest in such the Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the PledgeeCollateral, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance Lien or to any agreement purporting to grant to any third party a security interest Lien on or in the property or assets of the Pledgor which that would include the Pledged Shares or Collateral.
(g) Except for such restrictions as may appear on the certificates evidencing the Pledged Stock and the restrictions imposed by applicable Law which are identified in Schedule 3.4 of the Credit Agreement, there are no restrictions upon the transfer of any other of the Pledged CollateralStock.
(h) The chief place of business and chief executive office of the Pledgor are located at the address specified for notices to the Pledgor herein. The Pledgor covenants and agrees that it will defenddoes not conduct any business under any name or tradenames other than its proper corporate name, for which is the benefit name set forth in the first paragraph of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the this Agreement. The Pledgor maintains no other Pledged Collateral and the proceeds thereof against the claims and demands place of all other persons or entitiesbusiness.
Appears in 1 contract
Representations and Warranties of the Pledgor. SECTION 4.01. The Pledgor represents and warrants to the Pledgee, and covenants with Pledgees on the Pledgee, date of this Pledge Agreement that:
(a) the Pledgor is the record and beneficial owner of, and has good and marketable valid rights in and title to, to the Pledged SharesBank Accounts with respect to which it has purported to grant a first priority lien pledge hereunder and has full power and authority to pledge such Pledged Bank Accounts pursuant hereto and to execute, deliver and such shares perform its obligations in accordance with the terms of this Pledge Agreement, without the consent of any other Person other than any consent or other equity interests are approval that has been obtained and will remain free is in full force and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except effect or has otherwise been disclosed herein or in the liens and security interests in favor of the Pledgee created by this AgreementSecured Documents;
(b) there are no outstanding options, warrants or other similar agreements the Pledgor has obtained all necessary corporate authorizations to execute and deliver this Pledge Agreement and to cause the lien provided for hereunder to be created in accordance with respect to the Pledged Shares or any of the other Pledged Collateralterms set forth herein;
(c) the execution and performance of this Pledge Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against by the Pledgor in accordance with does not violate any provision of its termsorganizational documents;
(d) the Pledged Shares have been duly and validly authorized and issuedfirst-priority lien created by this Pledge Agreement shall constitute, are fully paid and non-assessable and after the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is formalities required in connection with the pledge and security interest granted under this Agreement;
(f) the executionArticle III are fulfilled, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any ordera legal, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first first-priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof lien in favor of the PledgeePledgees, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants their respective successors and agrees that it will defendpermitted assignees, for the benefit of the PledgeeSecured Parties, enforceable in accordance with the Pledgee’s rightterms and conditions of this Pledge Agreement against the Pledgor;
(e) the Bank Accounts listed on Exhibit 2 represent all Bank Accounts owned by the Pledgor, title and security interest in and including those that are pledged to the Pledgees under this Pledge Agreement and those that are qualified as Excluded Accounts (which, for avoidance of doubt, are not pledged in favor the Pledgees pursuant to the terms and conditions of this Pledge Agreement); and
(f) the Pledgor is the legitimate owner of the Pledged SharesBank Accounts, and such Pledged Bank Accounts are free and clear of any Liens, claims, options or rights of others, except for the other Pledged Collateral Liens created in this Pledge Agreement and the proceeds thereof against Liens permitted under the claims Secured Documents, and demands of all other persons or entitiesexcept for amounts that may be due and payable from time to time to the Banks at which the Bank Accounts are held.
Appears in 1 contract
Sources: Bank Accounts Pledge Agreement (Axalta Coating Systems Ltd.)
Representations and Warranties of the Pledgor. The Pledgor jointly and severally represents and warrants to the Pledgee, Pledgee (which representations and covenants with warranties shall be deemed to continue to be made until all of the Pledgee, 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 the Pledgor is of this Agreement and the record pledge of the Collateral hereunder do not and beneficial owner ofwill not result in any violation of any agreement, and has good and marketable title toindenture, the Pledged Sharesinstrument, and such shares license, judgment, decree, order, law, statute, ordinance or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except governmental rule or regulation applicable to the liens and security interests in favor of the Pledgee created by this AgreementPledgor;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is constitutes the legal, valid valid, and binding obligation of the Pledgor, Pledgor enforceable against the Pledgor in accordance with its terms; Accentia Pledge Agreement
(c) (i) all Pledged Stock owned by the Pledgor is set forth on Schedule A hereto and (ii) the Pledgor is the direct and beneficial owner of each share of the Pledged Stock;
(d) all of the shares of the Pledged Shares Stock have been duly authorized, validly issued and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rightsnonassessable;
(e) no consentconsent or approval of any person, approval or authorization of or designation or filing with any corporation, governmental or body, regulatory authority on the part of the Pledgor or other entity, is required in connection with the pledge and security interest granted under this Agreement;
or will be necessary for (fi) the execution, delivery and performance of this Agreement will not violate any provision Agreement, (ii) the exercise by the Pledgee of any applicable law rights with respect to the Collateral or regulation (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder;
(f) there are no pending or, to the best of Pledgor’s knowledge, threatened actions or of any order, judgment, writ, award or decree of proceedings before any court, judicial body, administrative agency or arbitrator or governmental authority, domestic or foreign, or which may materially adversely affect the Collateral;
(g) the 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) the Pledgor owns each item of the articles 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, mortgage, 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 incorporationincorporation 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, bylaws securities disclosure or similar laws of any other similar organizational documents 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 the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except Collateral as otherwise contemplated by this Agreement; and
(gl) the pledge, assignment and delivery The Pledged Stock constitutes one hundred percent (100%) of the Pledged Shares issued and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor outstanding shares of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets capital stock of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitieseach Issuer.
Appears in 1 contract
Sources: Stock Pledge Agreement (Accentia Biopharmaceuticals Inc)
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that:
(a) the Pledgor is the legal record and beneficial owner of, and has good and marketable title to, of the Pledged SharesStock, and such shares subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions encumbrance whatsoever, except the liens lien and security interests in favor of the Pledgee interest created by this Agreement;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any Stock constitutes 100% of the other Pledged Collateralpresently issued and outstanding shares of stock of the Company;
(c) the Pledgor has full power, authority and legal right to pledge, and grant a security interest in, the Pledged Stock and the Collateral pursuant to this Agreement;
(d) this Agreement is the constitutes a legal, valid and binding obligation of the Pledgor, and is enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent of any other person or entity, including the Company, and no consent, license, permit, approval or authorization of or, exemption by, notice or designation report to, or registration, filing with or declaration with, any governmental authority, domestic or regulatory authority on the part of the Pledgor foreign, is required to be obtained by Pledgor in connection with the execution, delivery or performance of this Agreement or the pledge of the Pledged Stock hereunder, in each case which has not been obtained or made, as the case may be, and security interest granted under this Agreementis not in full force and effect;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles of incorporation or certificate the code of incorporation, bylaws or any other similar organizational documents regulations of the Pledgor Company or of any securities issued by the Company, or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or the Company is a party or which purports to be binding upon the Pledgor or the Company, or upon any of the assets of Pledgor’s or the PledgorCompany’s 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 the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) no litigation, investigation or proceeding of or before any arbitrator or governmental authority is pending or, to the pledge, assignment and delivery knowledge of the Pledged Shares and Pledgor, threatened by or against the other Pledged Collateral pursuant Pledgor or the Company, or against any of his or its properties or revenues, with respect to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesAgreement.
Appears in 1 contract
Representations and Warranties of the Pledgor. The Pledgor hereby represents and warrants to the Pledgee, Lender as of the date hereof and covenants with for so long as any of the Pledgee, thatPledgor's obligations or liabilities under the Loan Agreement or this Agreement remains outstanding:
(a) the Pledgor is the record and beneficial owner of, and has good and marketable indefeasible title to, to the Pledged SharesCollateral and has the right to grant the security interest provided for herein, and such none of the Collateral is subject to any lien, pledge, charge, encumbrance or security interest or right or option on the part of any third person to purchase or otherwise acquire the Collateral or any part thereof. There exists no adverse claim with respect to the Collateral;
(b) to the best knowledge of Pledgor, as of the date hereof, all of the shares of the Collateral are fully vested, and none of the Collateral is subject to forfeiture of any nature;
(c) the Pledgor intends this Agreement and the pledge of Collateral hereunder to create a valid and perfected first priority security interest in the Collateral;
(d) to the best knowledge of Pledgor, no security agreement, financing agreement or other equity interests are and will remain free and clear public notice with respect to all or any part of all pledges, liens, security interests and other encumbrances and restrictions whatsoeverthe Collateral is on file or of record in any public office, except the liens and security interests such as may have been filed in favor of the Pledgee created by Lender pursuant to this Agreement;
(be) there are no outstanding optionsto the best knowledge of Pledgor, warrants the execution, delivery and performance by the Pledgor of this Agreement will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Pledgor is a party or by which the Pledgor is bound;
(f) to the best knowledge of Pledgor, none of the Collateral is subject to any unpaid capital call or dispute, any buy-sell, voting trust, transfer restriction, preferential right to purchase or similar agreements agreement or any option, warrant, put or call or similar agreement or other rights or restrictions in favor of third persons; all of the Collateral is duly authorized, fully paid, validly issued and non-assessable and was not issued in violation of the rights of any person; this Agreement accurately describes the Collateral owned and pledged by the Pledgor;
(g) to the best knowledge of Pledgor, no dispute, right of setoff, counterclaim or defense exists with respect to the Pledged Shares or any portion of the other Pledged Collateral;
(ch) the Pledgor's signature on this Agreement is genuine and the Pledgor has the legal competence and capacity to execute this Agreement;
(i) the address given herein as the Pledgor's principal place of residence is the Pledgor's true and correct principal place of residence; and
(j) this Agreement is constitutes the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities.
Appears in 1 contract
Sources: Pledge Agreement (Critical Path Inc)
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that:
(a) the Pledgor is the legal record and beneficial owner of, and has good and marketable title to, of the Pledged SharesStock, and such shares subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions encumbrance whatsoever, except the liens lien and security interests in favor of the Pledgee interest created by this Agreement;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any Stock constitutes 100% of the other Pledged Collateralpresently issued and outstanding shares of common stock of the Issuer;
(c) subject to restrictions under Insurance Laws, the Pledgor has full power, authority and legal right to pledge, and grant a security interest in, the Pledged Stock and the other Collateral pursuant to this Agreement;
(d) this Agreement is the constitutes a legal, valid and binding obligation of the Pledgor, and is enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) except for the restrictions under Insurance Laws, no consent of any other person or entity, including the Issuer, and no consent, license, permit, approval or authorization of or, exemption by, notice or designation report to, or registration, filing with or declaration with, any governmental authority, domestic or regulatory authority on the part of the Pledgor foreign, is required to be obtained by Pledgor in connection with the pledge and execution, delivery or performance of this Agreement or the grant of the security interest granted under this Agreementin and pledge of the Pledged Stock hereunder, in each case which has not been obtained or made, as the case may be, and is not in full force and effect;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles of incorporation or certificate the code of incorporation, bylaws or any other similar organizational documents regulations of the Pledgor Issuer or of any securities issued by the Issuer, or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or the Issuer is a party or which purports to be binding upon the Pledgor or the Issuer, or upon any of the assets of Pledgor’s or the PledgorIssuer’s 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 the Pledgor or the CompanyIssuer, except as otherwise contemplated by this Agreement; and
(g) no litigation, investigation or proceeding of or before any arbitrator or governmental authority is pending or, to the pledge, assignment and delivery knowledge of the Pledged Shares and Pledgor, threatened by or against the other Pledged Collateral pursuant Pledgor or the Issuer, or against any of his or its properties or revenues, with respect to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesAgreement.
Appears in 1 contract
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, thatas follows:
(a) the The Pledgor is the record and sole beneficial owner of, of the Collateral and has good and marketable title to, is or will be the sole beneficial owner of all of the other general partner interests of the Issuer. No Lien exists or will exist upon the Pledged Shares, Interests at any time (and such shares no right or option to acquire the same exists in favor of any other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoeverPerson), except for the liens pledge and security interests interest in favor of the Pledgee Administrative Agent for the benefit of the Secured Parties created by this Agreement;or provided for herein, which pledge and security interest constitute a first priority perfected pledge and security interest in and to all of the Interests pledged hereunder.
(b) there The Pledged Interests are no outstanding optionsduly authorized, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legalvalidly existing, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are is not entitled nor will be subject to any preemptive first refusal contractual restriction, or similar rights;any restriction pursuant to the partnership agreement of the Issuer, upon the transfer of the Interests (except for any such restriction contained herein or in the Credit Agreement).
(ec) no consentNo authorization, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contractapproval, or other agreementaction by, instrument and no notice to or undertaking to which filing with, any Governmental Authority is required either (i) for the pledge by the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or the remedies in respect of such Collateral pursuant to this Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).
(d) The Interest constitutes 100% of the issued and outstanding general partner interests of the Issuer.
(e) This Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor Collateral, securing the payment of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party Secured Obligations.
(f) Upon the filing of a security interest financing statement in the property or assets office of the Pledgor which would include Secretary of State of the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defendState of Texas, the Administrative Agent for the benefit of the Pledgee, the Pledgee’s right, title and other Secured Parties will have a perfected first priority security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesInterests.
Appears in 1 contract
Sources: Pledge Agreement (Kinder Morgan Energy Partners L P)
Representations and Warranties of the Pledgor. The Pledgor hereby represents and warrants to the Pledgee, Lender as of the date hereof and covenants with for as long as any of the Pledgee, thatPledgor's obligations or liabilities under the Note or this Agreement remains outstanding:
(a) to the best knowledge of Pledgor; the Pledgor is the record and beneficial owner of, and has good and marketable indefeasible title to, to the Pledged SharesCollateral and has the right to grant the security interest provided for herein, and such none of the Collateral is subject to any lien, pledge, charge, encumbrance or security interest or right or option on the part of any third person to purchase or otherwise acquire the Collateral or any part thereof. There exists no adverse claim with respect to the Collateral;
(b) to the best knowledge of Pledgor, as of the date hereof, all of the shares of the Collateral are fully vested, and none of the Collateral is subject to forfeiture Of any nature;
(c) the Pledgor intends this Agreement and the pledge of Collateral hereunder to create a valid and perfected first priority security interest hi the Collateral;
(d) to the best knowledge of Pledgor; no security agreement, financing agreement or other equity interests are and will remain free and clear public notice with respect to all or any part of all pledges, liens, security interests and other encumbrances and restrictions whatsoeverthe Collateral is on file or of record in any public office, except the liens and security interests such as may have been filed in favor of the Pledgee created by Lender pursuant to this Agreement;
(be) there are no outstanding optionsto the best knowledge of Pledgor the execution, warrants delivery and performance by the Pledgor of this Agreement will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Pledgor is a party or by which the Pledgor is bound; to the best knowledge of Pledgor; none of the Collateral is subject to any unpaid capital call or dispute, any buy-sell, voting trust, transfer restriction, preferential right to purchase or similar agreements agreement or any option, warrant, put or call or similar agreement or other rights or restrictions in favor of third persons; all of the Collateral is duly authorized, fully paid, validly issued and non-assessable and was not issued in violation of the rights of any person; this Agreement accurately describes the Collateral owned and pledged by the Pledgor;
(f) to the best knowledge of Pledgor, no dispute, right of setoff, counterclaim or defense exists with respect to the Pledged Shares or any portion of the other Pledged Collateral;
(cg) the Pledgor's signature on this Agreement is genuine and the Pledgor has the legal competence and capacity to execute this Agreement;
(h) the address given herein as the Pledgor's principal place of residence is the Pledgor's true and correct principal place of residence; and
(j) this Agreement is constitutes the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities.
Appears in 1 contract
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, Secured Party (which representations and covenants with warranties shall be deemed to continue to be made until all of the Pledgee, Obligations have been indefeasibly paid in full and each Transaction Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
(a) the execution, delivery and performance by the Pledgor is of this Agreement and the record pledge of the Collateral hereunder do not and beneficial owner ofwill not result in any violation of any agreement, and has good and marketable title toindenture, the Pledged Sharesinstrument, and such shares license, judgment, decree, order, law, statute, ordinance or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreementgovernmental rule or regulation applicable to Pledgor;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is constitutes the legal, valid valid, and binding obligation of the Pledgor, Pledgor enforceable against the Pledgor in accordance with its terms;
(i) the Pledgor is the direct and beneficial owner of each share of the Pledged Stock;
(d) all of the shares of the Pledged Shares Stock have been duly authorized, validly issued and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rightsnonassessable;
(e) no consentconsent or approval of any person, approval or authorization of or designation or filing with any corporation, governmental or body, regulatory authority on the part of the Pledgor or other entity, is required in connection with the pledge and security interest granted under this Agreement;
or will be necessary for (fi) the execution, delivery and performance of this Agreement will not violate any provision Agreement, (ii) the exercise by the Secured Party of any applicable law rights with respect to the Collateral or regulation (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder;
(f) there are no pending or, to the best of Pledgor’s knowledge, threatened actions or of any order, judgment, writ, award or decree of proceedings before any court, judicial body, administrative agency or arbitrator or governmental authority, domestic or foreign, or which may adversely affect the Collateral;
(g) the Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to the Secured Parties in accordance with the terms of this Agreement;
(h) the Pledgor owns each item of the articles Collateral and, except for the pledge and security interest granted to Secured Party hereunder, the Collateral is and shall be at all times free and clear of any other security interest, mortgage, 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 incorporationincorporation or by-laws (or equivalent organizational documents) of Pledgor or French Gulch 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, bylaws securities disclosure or similar laws of any other similar organizational documents jurisdiction to which such issuance or transfer may be subject;
(k) The pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in such Collateral, securing the payment of the Obligations; provided, that the Secured Party retains physical possession of any of the Pledged Stock the possession of which is required for perfection;
(l) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking with respect to which the Pledgor Collateral is a party or which purports to be binding upon accurate and complete in all material respects;
(m) the Pledgor or upon any pledge and assignment of the assets Collateral and the grant of the Pledgor, and will not result a security interest under this Agreement vest in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets Secured Party all rights of the Pledgor or in the Company, except Collateral as otherwise contemplated by this Agreement; and
(gn) the pledge, assignment and delivery Pledged Stock constitutes one hundred percent (100%) of the Pledged Shares issued and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor outstanding shares of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets capital stock of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesFrench Gulch.
Appears in 1 contract
Representations and Warranties of the Pledgor. The Pledgor jointly and severally represents and warrants to the PledgeePledgee as of the date hereof that except as set forth in the Disclosure Schedule attached to and made part of the Note Purchase Agreement, and covenants with the Pledgee, thatwhich Disclosure Schedule is incorporated hereby by reference:
(a) the execution, delivery and performance by the Pledgor is of this Agreement and the record and beneficial owner of, and has good and marketable title to, pledge of the Pledged SharesCollateral hereunder do not and will not result in any violation of any agreement, and such shares indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except governmental rule or regulation applicable to the liens and security interests in favor of the Pledgee created by this AgreementPledgor;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is constitutes the legal, valid valid, and binding obligation of the Pledgor, Pledgor enforceable against the Pledgor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and general principles of equity that restrict the availability of equitable or legal remedies;
(i) all Pledged Stock owned by the Pledgor is set forth on Schedule A hereto and (ii) the Pledgor is the direct and beneficial owner of each share of the Pledged Stock;
(d) all of the shares of the Pledged Shares Stock have been duly authorized, validly issued and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rightsnonassessable;
(e) no consent, consent or approval or authorization of or designation or filing with any governmental or regulatory authority on the part Person (other than approval by Laurus of the Pledgor terms of the Subordination Agreement) is required in connection with the pledge and security interest granted under this Agreement;
or will be necessary for (fi) the execution, delivery and performance of this Agreement will not violate any provision Agreement, (ii) the exercise by the Pledgee of any applicable law the rights with respect to the Pledged Collateral as set forth herein (iii) the pledge and assignment of, and the grant of a security interest in, the Pledged Collateral hereunder, except in the case of each of clauses (i), (ii) and (iii), such as could not, individually or regulation in the aggregate, have or result in a Material Adverse Effect on the Pledgee's practical ability to realize upon the Pledged Collateral granted to it;
(f) there are no pending or, to the best of any orderPledgor's knowledge, judgment, writ, award threatened actions or decree of proceedings before any court, judicial body, administrative agency or arbitrator or governmental authority, domestic or foreign, or of which may materially adversely affect the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; andPledged Collateral;
(g) the pledge, assignment Pledgor has the requisite power and delivery authority to enter into this Agreement and to pledge and assign the Pledged Collateral to the Pledgee in accordance with the terms of this Agreement.
(h) the Pledgor owns each item of the Pledged Shares Collateral and, except for the pledge and security interest granted to Pledgee hereunder and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on existing pledge and perfected first priority security interest in favor of Laurus, the Pledged 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 Pledged Shares issuance or transfer may be subject.
(k) the pledge and assignment of the Pledged Collateral and the proceeds thereof in favor grant of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest under this Agreement vest in the property or assets Pledgee all rights of the Pledgor which would include in the Pledged Shares or any other Collateral as contemplated by this Agreement.
(l) The Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit Stock constitutes one hundred percent (100%) of the Pledgee, the Pledgee’s right, title issued and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands outstanding shares of all other persons or entitiescapital stock of each Issuer.
Appears in 1 contract
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the PledgeePledgee (which representations and warranties shall be deemed to continue to be made until the earlier to occur of: (i) the date upon which 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); and (ii) March __, and covenants with the Pledgee2006, that:
(a) the execution, delivery and performance by the Pledgor is of this Agreement and the record pledge of the Collateral hereunder do not and beneficial owner ofwill not result in any violation of any agreement, and has good and marketable title toindenture, the Pledged Sharesinstrument, and such shares license, judgment, decree, order, law, statute, ordinance or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except governmental rule or regulation applicable to the liens and security interests in favor of the Pledgee created by this AgreementPledgor;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is constitutes the legal, valid valid, and binding obligation of the Pledgor, Pledgor enforceable against the Pledgor in accordance with its terms;
(i) the Pledgor is the direct and beneficial owner of each share of the Pledged Stock set forth on Schedule A hereto;
(d) all of the shares of the Pledged Shares Stock have been duly authorized, validly issued and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rightsnonassessable;
(e) no consentconsent or approval of any person, approval or authorization of or designation or filing with any corporation, governmental or body, regulatory authority on the part of the Pledgor or other entity, is required in connection with the pledge and security interest granted under this Agreement;
or will be necessary for (fi) the execution, delivery and performance of this Agreement will not violate any provision Agreement, (ii) the exercise by the Pledgee of any applicable law rights with respect to the Collateral or regulation (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder;
(f) there are no pending or, to the best of Pledgor’s knowledge, threatened actions or of any order, judgment, writ, award or decree of proceedings before any court, judicial body, administrative agency or arbitrator or governmental authority, domestic or foreign, or of which may materially adversely affect the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; andCollateral;
(g) the 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) the 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, mortgage, pledge, assignment and delivery claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”);
(i) there are no restrictions on transfer of the Pledged Shares and Stock contained in the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor certificate of incorporation or by-laws (or equivalent organizational documents) of the PledgeeIssuer or otherwise, subject to no prior pledgeother than United States securities laws, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in which have not otherwise been enforceably and legally waived by the property or assets necessary parties;
(j) none of the Pledgor which would include the Pledged Shares Stock has been issued or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit transferred in violation of the Pledgeesecurities registration, the Pledgee’s right, title and security interest in and securities disclosure or similar laws of any jurisdiction to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons which such issuance or entities.transfer may be subject; and
Appears in 1 contract
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, thatas follows:
(a) the The Pledgor is the record and sole beneficial owner of, of the Collateral listed on Schedule I and has good and marketable title to, will be the sole beneficial owner of all of the other limited partner interests of each Issuer. No Lien exists or will exist upon the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreement;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares Interests or any of the other limited partner interests of any Issuer or the Pledged Collateral;Debt at any time (and no right or option to acquire the same exists in favor of any other Person), except for the pledge and security interest in favor of the Administrative Agent for the benefit of the Secured Parties created or provided for herein, which pledge and security interest constitute a first priority perfected pledge and security interest in and to all of the Interests pledged hereunder.
(b) The Pledged Interests listed on Schedule I are, and all other limited partner interests which any Issuer may hereafter issue will be, duly authorized, validly existing, fully paid and non-assessable and none of such Pledged Interests is and none of such limited partner interests will be subject to any contractual restriction, or any restriction pursuant to the partnership agreement of such Issuer, upon the transfer of such limited partner interests or other limited partner interests (except for any such restriction contained herein or in the Credit Agreement).
(c) this Agreement The Pledged Debt has been duly authorized, validly issued, executed and delivered and is the legal, valid and binding obligation of the Pledgorissuers thereof, enforceable against the Pledgor and is not in accordance with its terms;default.
(d) the Pledged Shares have been duly and validly authorized and issuedNo authorization, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contractapproval, or other agreementaction by, instrument and no notice to or undertaking to which filing with, any Governmental Authority is required either (i) for the pledge by the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or the remedies in respect of such Collateral pursuant to this Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).
(e) The Interests described in Part I of Schedule I constitute 100% of the issued and outstanding limited partner interests of each of Issuers described therein. Schedule I correctly identifies, as at the date hereof, the respective Issuers of the Pledged Interests. The Pledged Debt constitutes all of the outstanding indebtedness for money borrowed or for the deferred purchase price of property owing by the respective obligors thereof to the Pledgor.
(f) None of the partnership agreements creating any of the Issuers provide that the limited partner interests of such Issuer are securities governed by Article 8 of the UCC and none of the Pledged Interests is a "security" within the meaning of Section 8-102(a) of the UCC.
(g) This Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor Collateral, securing the payment of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party Secured Obligations.
(h) Upon the filing of a security interest financing statement in the property or assets office of the Pledgor which would include Secretary of State of the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defendState of Texas, the Administrative Agent for the benefit of the Pledgee, the Pledgee’s right, title and other Secured Parties will have a perfected first priority security interest in and the Pledged Interests.
(i) The delivery of the Pledged Debt to the Administrative Agent pursuant to the Agreement creates a valid and perfected first priority security interest in the Pledged SharesDebt, securing payment of the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesSecured Obligations.
Appears in 1 contract
Sources: Pledge Agreement (Kinder Morgan Energy Partners L P)
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that:
(a) The Pledgor is a company duly organized, properly registered and validly existing under the laws of Gibraltar and has all requisite corporate and other power and authority to carry on its business as now being and heretofore conducted and to own, use, lease, operate and dispose of the assets and properties which it currently owns, uses, leases and operates, including the Shares.
(b) The Shares are not subject to any rights of first refusal, buy-out and similar rights, calls or assessments, except for those established by this Agreement, the Call Option Agreement and the Principal Agreements.
(c) No person other than the Pledgor and the Pledgee has any rights in or over any of the Shares and the Shares are not subject to any contract, commitment, agreement, understanding or arrangement of any kind except pursuant to this Agreement, the Call Option Agreement and the Principal Agreements.
(d) The Pledgor is the record legal and beneficial owner of, and has good and marketable title to, of the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledgesany security interest, lienspledge, security interests and claim or any other encumbrances and restrictions whatsoeverencumbrance (the "Liens"), except the liens and security interests for (i) any Liens in favor of the Pledgee created by Pledgor pursuant to this Agreement;
Agreement or (bii) there any restrictions that may result from the Call Option Agreement or any that may arise under the Principal Agreements. There 2 77 are no outstanding (i) securities convertible into or exchangeable for the Shares or (ii) options, warrants or other similar agreements rights to purchase or subscribe to securities convertible into or exchangeable for the Shares, except for any options, warranties or other rights granted under the Principal Agreements.
(e) The Shares are properly registered in accordance with respect the requirements of the Russian law in the name of the Pledgor in the shareholders register of the Company (the "Register") which is maintained by ZAO "Natsionalnaya Registratsionnaya Kompaniya" (the "Registrar") as evidenced by an extract from the Register issued by the Registrar in accordance with the requirements of Russian law and attached hereto as Schedule 2.
(f) The Pledgor has full corporate power and authority to enter into, execute and deliver this Agreement and the other documents contemplated hereby and to pledge the Shares as provided in this Agreement.
(g) The Pledgor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and no other proceedings on the part of the Pledgor or the Company will be necessary to authorize this Agreement or the consummation of the transactions contemplated hereby.
(h) This Agreement has been duly executed and delivered by the Pledgor. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of, or give rise to a right of termination of, any permit or authorization to which the Pledgor or the Company is subject or a party and no approval or authorization of any governmental entity, or of any third party, is required on the part of the Pledgor or the Company in connection with the execution, delivery and performance of this Agreement and the other documents contemplated hereby.
(i) The execution, delivery and performance by the Pledgor of this Agreement do not violate, breach or conflict with (i) the Pledgor's constituent documents, (ii) any agreement, contract or instrument to which the Pledgor is a party or by which the Pledgor or its properties are bound except for any agreement with the Pledgee, or (iii) any applicable law, regulation, decree, order or rule.
(j) There is no pending or threatened action, suit, claim or investigation by any third party, or inquiry by a governmental agency, or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree which may have adverse effect with regard to (i) the financial position or activities the Pledgor, (ii) the Pledgor's title to the Pledged Shares or any (iii) the legality, validity or enforceability of the other Pledged Collateral;this Agreement.
(ck) this This Agreement is constitutes the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;accordance
(dl) The Pledgor has provided the Pledged Shares have been duly Pledgee with full, complete and validly authorized accurate copies of the Principal Agreements as currently in force and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;effect.
(em) no consentOn the Closing Date, approval or authorization of or designation or filing with any governmental or regulatory authority on upon the part of the Pledgor is required in connection with the pledge execution and security interest granted under this Agreement;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or and registration of the articles or certificate of incorporation, bylaws or any other similar organizational documents Pledge of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result Shares in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral Register pursuant to this Agreement creates Section 3.1(a), a valid first lien on priority pledge and perfected first priority a valid security interest in such Pledged over the Shares and Pledged Collateral and the proceeds thereof shall have been created in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, Pledgee to secure the Pledgee’s right, title Secured Obligations pursuant to this Agreement and no further filings or recording of any document or instrument or any other action will be required to perfect such pledge or security interest (except that the pledge of additional Shares than those pledged on and as of the Closing Date shall require registration thereof in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesRegister).
Appears in 1 contract
Representations and Warranties of the Pledgor. The Pledgor hereby represents and warrants to the PledgeeLenders, upon each of which representations and covenants with warranties the PledgeeLenders specifically relies, thatas follows:
(a) the Pledgor is and will be the record sole registered and beneficial owner ofof the Collateral now in existence or acquired hereafter, free of any Security Interest other than Security Interests in favour of the Lenders and has good Permitted Encumbrances with full right to mortgage, charge, assign, transfer, deliver, pledge and marketable title to, hypothecate the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except Securities to the liens and security interests in favor of the Pledgee created by this AgreementLenders pursuant hereto;
(b) there are no outstanding options, warrants or other similar agreements with respect to any shares of Guarantor forming part of the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and Securities will be validly authorized and issued, are fully paid and non-assessable and the holders thereof are shall not entitled be subject to any preemptive first refusal or similar rightslien in favour of the Guarantor;
(ec) there is no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other existing agreement, instrument option, right or undertaking privilege capable of becoming an agreement or option pursuant to which the Pledgor is a party would be required to sell or which purports to be binding upon the Pledgor or upon otherwise dispose of any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this AgreementPledged Securities; and
(gd) the pledge, assignment and Security Interest created hereby will constitute a valid perfected Security Interest in the Pledged Securities upon delivery of the share certificates representing the Pledged Shares and Securities to the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds Lenders or upon registration of notice thereof in favor of the Pledgeeprescribed form under applicable personal property security legislation, subject if such registration is required in order to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party perfect a security interest Security Interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesSecurities.
Appears in 1 contract
Sources: Securities Pledge Agreement (Cardero Resource Corp.)
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the PledgeePledgee as follows:
4.1 The Pledgor has full power, authority and legal right to execute, deliver and perform its obligations under this Pledge Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Pledge Agreement, and covenants with the Pledgee, that:
(a) the Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreement;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the execution, delivery and performance thereof and the pledge of this Agreement will and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not violate contravene any law, rule or regulation or any provision of any applicable law the Pledgor's charter documents or regulation by-laws or of any order, judgment, writ, award decree or decree order of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor tribunal or of any mortgage, indenture, lease, contract, agreement or other agreement, instrument or undertaking to which the Pledgor is a party or by which purports it or any of its property is bound or affected or constitute a default thereunder;
4.2 The Pledgor has good and marketable title to be binding upon and is the sole legal and beneficial owner of all of the Pledged Stock;
4.3 Exhibit A attached hereto accurately sets forth as to each Domestic Subsidiary and each Foreign Subsidiary in which Pledged Stock is pledged hereunder (i) the total number of shares of each class of stock of such Domestic Subsidiary or Foreign Subsidiary issued and outstanding and held by the Pledgor or upon any and (ii) the total number of shares of each such class of stock that have been pledged hereunder. With respect to each Foreign Subsidiary whose capital stock is pledged hereunder, the Pledgor has pledged stock representing 65% (rounded down to the nearest whole number of shares) of the assets total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote.
4.4 All of the Pledgorshares of the Pledged Stock have been duly and validly issued, are fully paid and nonassessable, and will not result in are owned by the creation or imposition Pledgor free of any pledge, mortgage, hypothecation, lien, charge or charge, options, restrictions, encumbrance on or security interest in any of the assets of the Pledgor such shares or the Companyproceeds thereof, except as otherwise contemplated by this for that granted hereunder or permitted under the Loan Agreement; and;
(g) the pledge, assignment and 4.5 Upon delivery of the Pledged Shares Stock and related certificates to the Pledgee or its agent (and the other Pledged Collateral pursuant taking of any required actions under applicable local law), accompanied by stock or transfer powers (or their equivalent, if any, under applicable local law) duly executed in blank to the Pledgee and this duly executed Pledge Agreement, this Pledge Agreement creates shall create a valid first lien on upon and perfected first priority security interest in such the Pledged Shares and Pledged Collateral Stock and the proceeds thereof in favor of the Pledgeethereof, subject to no prior pledgesecurity interest, lien, mortgagecharge or encumbrance, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. Stock; and
4.6 The Pledgor covenants and agrees that it will defend, for pledge effected hereby is effective to vest in the benefit Pledgee the rights of the Pledgee, the Pledgee’s right, title and security interest Pledgee in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesStock as set forth herein.
Appears in 1 contract
Sources: Stock Pledge Agreement (Charles River Associates Inc)
Representations and Warranties of the Pledgor. The Pledgor jointly and severally represents and warrants to the Pledgee, and covenants with Pledgee as of the Pledgee, date hereof that:
(a) the execution, delivery and performance by the Pledgor is of this Agreement and the record pledge of the Collateral hereunder do not and beneficial owner ofwill not result in any violation of any agreement, and has good and marketable title toindenture, the Pledged Sharesinstrument, and such shares license, judgment, decree, order, law, statute, ordinance or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except governmental rule or regulation applicable to the liens and security interests in favor of the Pledgee created by this AgreementPledgor;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is constitutes the legal, valid valid, and binding obligation of the Pledgor, Pledgor enforceable against the Pledgor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and general principles of equity that restrict the availability of equitable or legal remedies;
(i) all Pledged Stock owned by the Pledgor is set forth on Schedule A hereto and (ii) the Pledgor is the direct and beneficial owner of each share of the Pledged Stock;
(d) all of the shares of the Pledged Shares Stock have been duly authorized, validly issued and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rightsnonassessable;
(e) no consentconsent or approval of any person, approval or authorization of or designation or filing with any corporation, governmental or body, regulatory authority on the part of the Pledgor or other entity, is required in connection with the pledge and security interest granted under this Agreement;
or will be necessary for (fi) the execution, delivery and performance of this Agreement will not violate any provision Agreement, (ii) the exercise by the Pledgee of any applicable law rights with respect to the Collateral or regulation (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder, except in the case of each of clauses (i), (ii) and (iii), such as could not, individually or in the aggregate, have or result in a Material Adverse Effect on the Pledgee's practical ability to realize upon the Collateral granted to it;
(f) there are no pending or, to the best of any orderPledgor's knowledge, judgment, writ, award threatened actions or decree of proceedings before any court, judicial body, administrative agency or arbitrator or governmental authority, domestic or foreign, or of which may materially adversely affect the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; andCollateral;
(g) the 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) the 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, assignment and delivery claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens").
(i) there are no restrictions on transfer of the Pledged Shares 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 other necessary parties.
(j) none of the Pledged Collateral pursuant Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to this Agreement creates a valid first lien on which such issuance or transfer may be subject.
(k) the pledge and perfected first priority security interest in such Pledged Shares and Pledged assignment of the Collateral and the proceeds thereof in favor grant of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest under this Agreement vest in the property or assets Pledgee all rights of the Pledgor which would include in the Collateral as contemplated by this Agreement.
(l) The Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit Stock constitutes one hundred percent (100%) of the Pledgee, the Pledgee’s right, title issued and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands outstanding shares of all other persons or entitiescapital stock of each Issuer.
Appears in 1 contract
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, Secured Party that:
(a) no Collateral is in the Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares possession or other equity interests are and will remain free and clear control of all pledges, liens, security interests and other encumbrances and restrictions whatsoeverany person asserting a claim thereto or Lien therein, except that the liens and security interests in favor Secured Party or its nominee or a Securities Intermediary acting on its behalf may have possession or control of the Pledgee created by this AgreementCollateral;
(b) there are no outstanding options, warrants effective financing statement or other instrument similar agreements with respect to the Pledged Shares in effect covering all or any part of the other Pledged CollateralCollateral and made, consented to or known by the Pledgor is on file in any recording office, except such as may have been filed in favour of the Secured Party relating to this Agreement or except such as has been agreed to in writing by the Secured Party or as has been released and is being discharged pursuant to agreements executed and delivered as of even date herewith;
(c) this Agreement is the legal, valid and binding obligation all Collateral consisting of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have has been duly authorized and validly authorized and issued, are is outstanding as fully paid and non-assessable and, except for the Excluded Securities or as set forth on Schedule A, constitutes all of the issued and outstanding shares of capital stock or other equity interests of the holders thereof are not entitled Pledgor in RGLD Gold (Canada) ULC;
(d) except to the extent previously disclosed to the Secured Party in writing, there is no existing agreement, option, right or privilege capable of becoming an agreement or option pursuant to which the Pledgor could be required to sell or otherwise dispose of any preemptive first refusal or similar rightsof the Collateral;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part this Agreement creates a valid security interest in all of the Collateral securing the payment of all the Obligations; the security certificates pledged by the Pledgor is required hereunder are, and any securities pledged in connection substitution therefor or in addition thereto will be, duly and validly pledged hereunder in accordance with the pledge and security interest granted under this Agreement;applicable Requirements of Law; and
(f) the execution, Pledgor has the right to pledge the Collateral as herein provided. The representations and warranties set out in this Agreement shall survive the execution and delivery and performance of this Agreement will not violate notwithstanding any provision of any applicable law investigations or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to examinations which the Pledgor is a party or which purports to may be binding upon the Pledgor or upon made by any of the assets of the Pledgor, Beneficiaries or their legal counsel. Such representations and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to warranties shall survive until this Agreement creates a valid first lien on has been terminated and perfected first priority security interest discharged in such Pledged Shares and Pledged Collateral and accordance with the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesCredit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Royal Gold Inc)
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that:
(a) the Pledgor is the legal record and beneficial owner of, and has good and marketable title to, of the Pledged Pledgor Shares, and such shares subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions encumbrance whatsoever, except the liens and security interests in favor of the Pledgee as created by this Agreement;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Pledgor Shares or any constitutes 100% of the other Pledged Collateralshares of stock of the Pledgor that are provided for the optional purchase by Pledgee under the terms of the APA and the Right of First Refusal.;
(c) the Pledgor has full power, authority and legal right to pledge the Pledgor Shares pursuant to this Agreement;
(d) this Agreement is the constitutes a legal, valid and binding obligation of the Pledgor, and is enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent of any other person or entity, including the Company, and no consent, license, permit, approval or authorization of or, exemption by, or designation registration, filing or filing with declaration with, any governmental authority, domestic or regulatory authority on the part of the Pledgor foreign, is required to be obtained by Pledgor in connection with the execution, delivery or performance of this Agreement or the pledge of the Pledgor Shares hereunder, in each case which has not been obtained or made, as the case may be, and security interest granted under this Agreementis not in full force and effect;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles of incorporation or certificate of incorporation, the bylaws or any other similar organizational documents of the Pledgor Company or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which securities issued by the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the PledgorCompany, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) no litigation, investigation or proceeding of or before any arbitrator or governmental authority is pending or, to the pledge, assignment and delivery knowledge of the Pledged Shares and Pledgor, threatened by or against the other Pledged Collateral pursuant Pledgor with respect to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesAgreement.
Appears in 1 contract
Sources: Stock Pledge Agreement (Acacia Diversified Holdings, Inc.)
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, thatas follows:
(a) the Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear No consents of all pledges, liens, security interests governmental and other encumbrances and restrictions whatsoeverregulatory agencies, except the liens and security interests in favor foreign or domestic, or of the Pledgee created other parties are required to be received by this Agreement;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with to enable it to enter into and perform the pledge Note and security interest granted under this Agreement;Pledge Agreement and the transactions contemplated thereby and hereby.
(fb) The Pledgor has the executionpower to enter into the Note and this Pledge Agreement and to carry out its obligations thereunder and hereunder. The Note and this Pledge Agreement have been duly authorized by all necessary action on the part of the Pledgor and constitute the valid and binding obligations of the Pledgor, delivery enforceable in accordance with their respective terms.
(c) The Pledged Shares are free and performance of this Agreement will not violate any provision clear of any applicable law or regulation or and all security interests, liens, claims, pledges, hypothecations and other encumbrances of any orderkind whatsoever (collectively, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or "Liens") and are duly and validly pledged to the Pledgee in accordance with applicable law.
(d) Neither the execution and delivery of the articles Note or certificate this Pledge Agreement nor compliance by the Pledgor with any of incorporationthe provisions thereof or hereof nor the consummation of the transactions contemplated thereby or hereby, bylaws will:
(i) violate or conflict with any provisions of the Certificate of Incorporation or By-laws or other similar organizational documents of the Pledgor Pledgor;
(ii) violate or, alone or with notice or the passage of time, result in the breach or termination of, or otherwise give any contracting party the right to terminate, or declare a default under, the terms of any mortgage, indenture, lease, contract, or other agreement, instrument understanding or undertaking arrangement to which the Pledgor is a party or by which purports to any of its assets or properties may be bound;
(iii) violate or conflict with any order, decree, judgment, injunction or award against, or binding upon upon, the Pledgor or upon any of the assets of its assets; or
(iv) violate or conflict with any law or regulation relating to the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities.
Appears in 1 contract
Sources: Pledge Agreement (Navtech Inc)
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, thatas follows:
(a) the The Pledgor is the record and sole beneficial owner of, of the Collateral listed on Schedule I and has good and marketable title to, will be the sole beneficial owner of all of the other member interests of each Limited Liability Company Issuer. No Lien exists or will exist upon the Pledged Shares, Interests (and such shares no right or option to acquire the same exists in favor of any other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoeverPerson), except for the liens pledge and security interests interest in favor of the Pledgee Administrative Agent for the benefit of the Secured Parties created by this Agreement;or provided for herein, which pledge and security interest constitute a first priority perfected pledge and security interest in and to all of the Pledged Interests.
(b) there are no outstanding optionsThe Pledged Interests listed on in Part I of Schedule I are, warrants or and all other similar agreements with respect to the Pledged Shares or member interests which any of the other Pledged Collateral;
(c) this Agreement is the legalLimited Liability Company Issuer may hereafter issue will be, valid and binding obligation of the Pledgorduly authorized, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issuedexisting, are fully paid and non-assessable and the holders thereof are not entitled none of such Pledged Interests is and none of such other member interests will be subject to any preemptive first refusal contractual restriction, or similar rights;any restriction pursuant to the operating agreement of such Issuer, upon the transfer of such member interests or other member interests (except for any such restriction contained herein or in the Credit Agreement).
(ec) no consentThe Pledged Shares listed in Part II of Schedule I are, approval and all other shares of capital stock which any Stock Issuer may hereafter issue will be, duly authorized, validly existing, fully paid and non-assessable and none of such Pledged Shares is and none of such other shares of capital stock will be subject to any contractual restriction, or authorization any restriction pursuant to the Articles or Certificate of Incorporation of such Issuer, upon the transfer of such shares of capital stock or designation other shares of capital stock (except for any such restriction contained herein or filing with any governmental or regulatory authority on in the part of the Pledgor is required in connection with the pledge and security interest granted under this Credit Agreement;).
(fd) the executionNo authorization, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contractapproval, or other agreementaction by, instrument and no notice to or undertaking to which filing with, any Governmental Authority is required either (i) for the pledge by the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or the remedies in respect of such Collateral pursuant to this Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).
(e) The Interests described in Part I of Schedule I constitute 100% of the issued and outstanding member interests of each of the Limited Liability Company Issuers and the Shares described in Part II of Schedule I constitute 100% of the issued and outstanding capital stock of each of the Stock Issuers described therein. Schedule I correctly identifies, as at the date hereof, the respective Issuers of the Pledged Interests and the Pledged Shares.
(f) None of the operating agreements for any Limited Liability Company Issuers provides that the member interests of such Issuer are securities governed by Article 8 of the UCC and none of the Pledged Interests is a "security" within the meaning of Section 8-102(a) of the UCC.
(g) This Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor Collateral, securing the payment of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party Secured Obligations.
(h) Upon the filing of a security interest financing statement in the property or assets office of the Pledgor which would include Secretary of State of the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defendState of Texas, the Administrative Agent for the benefit of the Pledgee, the Pledgee’s right, title and other Secured Parties will have a perfected first priority security interest in and the Limited Liability Company Interests, securing payment of the Secured Obligations.
(i) The delivery of the Shares to the Pledged Administrative Agent pursuant to the Agreement creates a valid and perfected first priority security interest in the Shares, securing payment of the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesSecured Obligations.
Appears in 1 contract
Sources: Pledge Agreement (Kinder Morgan Energy Partners L P)
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that:
(a) Exhibit A sets forth (i) the authorized capital stock or other equity interests of each Pledge Entity, (ii) the number of shares of capital stock or other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or other equity interests of each Pledge Entity held by the Pledgor. The Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreement;
(b) except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable assessable, and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) except as set forth on Exhibit A, the Pledged Shares constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities;
(f) the issuers of the Pledged Shares set forth on Exhibit A hereto are the Pledgor’s only Subsidiaries existing on the date hereof;
(g) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(fh) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or any Pledge Entity or of any securities issued by the Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which purports to be binding upon the Pledgor or any Pledge Entity or upon any of the assets of the PledgorPledgor or any Pledge Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Companyany Pledge Entity, except as otherwise contemplated by this Agreement; and;
(gi) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities;
(j) each Pledged Share consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) are “securities” governed by Article 8 of the UCC. Certificates evidencing such membership interests or partnership interests (if any) have been issued to the Pledgor by the applicable Person. The Pledgor will not cause and will not permit any Pledged Entity to “opt-out” of Article 8 of the UCC. The Pledgor will not take, and will not permit any Pledged Entity to take, any actions to cause the capital stock, membership interests, partnership interests or similar equity interests of such Pledged Entity (if any) to cease to be classified as “securities” governed by Article 8 of the UCC; and
(k) neither the Pledgor nor the Pledged Entities (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.
Appears in 1 contract
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, Secured Party (which representations and covenants with warranties shall be deemed to continue to be made until all of the Pledgee, Obligations have been indefeasibly paid in full and each Transaction Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:
(a) the execution, delivery and performance by the Pledgor is of this Agreement and the record pledge of the Collateral hereunder do not and beneficial owner ofwill not result in any violation of any agreement, and has good and marketable title toindenture, the Pledged Sharesinstrument, and such shares license, judgment, decree, order, law, statute, ordinance or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreementgovernmental rule or regulation applicable to Pledgor;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is constitutes the legal, valid valid, and binding obligation of the Pledgor, Pledgor enforceable against the Pledgor in accordance with its terms;
(i) the Pledgor is the direct and beneficial owner of each share of the Pledged Stock;
(d) all of the shares of the Pledged Shares Stock have been duly authorized, validly issued and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rightsnonassessable;
(e) no consentconsent or approval of any person, approval or authorization of or designation or filing with any corporation, governmental or body, regulatory authority on the part of the Pledgor or other entity, is required in connection with the pledge and security interest granted under this Agreement;
or will be necessary for (fi) the execution, delivery and performance of this Agreement will not violate any provision Agreement, (ii) the exercise by the Secured Party of any applicable law rights with respect to the Collateral or regulation (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder;
(f) there are no pending or, to the best of Pledgor’s knowledge, threatened actions or of any order, judgment, writ, award or decree of proceedings before any court, judicial body, administrative agency or arbitrator or governmental authority, domestic or foreign, or which may adversely affect the Collateral;
(g) the Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to the Secured Parties in accordance with the terms of this Agreement;
(h) the Pledgor owns each item of the articles Collateral and, except for the pledge and security interest granted to Secured Party previously and hereunder, the Collateral is and shall be at all times free and clear of any other security interest, mortgage, 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 incorporationincorporation or by-laws (or equivalent organizational documents) of Pledgor or French Gulch 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, bylaws securities disclosure or similar laws of any other similar organizational documents jurisdiction to which such issuance or transfer may be subject;
(k) The pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in such Collateral, securing the payment of the Obligations; provided, that the Secured Party retains physical possession of any of the Pledged Stock the possession of which is required for perfection;
(l) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking with respect to which the Pledgor Collateral is a party or which purports to be binding upon accurate and complete in all material respects;
(m) the Pledgor or upon any pledge and assignment of the assets Collateral and the grant of the Pledgor, and will not result a security interest under this Agreement vest in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets Secured Party all rights of the Pledgor or in the Company, except Collateral as otherwise contemplated by this Agreement; and
(gn) subject to (h), the pledge, assignment and delivery Pledged Stock constitutes one hundred percent (100%) of the Pledged Shares issued and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor outstanding shares of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets capital stock of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesFrench Gulch.
Appears in 1 contract
Sources: Securities Purchase Agreement (Bullion River Gold Corp)