Representations of Lender. The Lender represents that (a) the Lender has the legal right and authority to execute, deliver and perform this Agreement, and no disability or contractual obligation exists which would prohibit the Lender from so doing; (b) the Lender has obtained all necessary approvals or authorizations by all regulatory bodies and other third parties required to be obtained by the Lender to consummate the transactions contemplated hereby; (c) the execution and delivery of this Agreement by the Lender complies, and all transactions by the Lender contemplated hereby will comply, with all applicable laws and regulations applicable to the Lender, including, without limitation, all rules and regulations of the Securities and Exchange Commission, and will not be in violation of any of the foregoing; (d) when transferred to the Borrower pursuant hereto, the Loaned Securities shall be transferred free and clear of any security interests, liens or encumbrances, and (e) the Loaned Securities are validly issued, fully paid and nonassessable.
Appears in 2 contracts
Sources: Stock Loan and Pledge Agreement (Saperstein David I), Stock Loan and Pledge Agreement (Metro Networks Inc)
Representations of Lender. The Lender represents that (a) the Lender has the legal right and authority to execute, deliver and perform this Agreement, and no disability or contractual obligation exists which would prohibit the Lender from so doing; (b) the Lender has obtained all necessary approvals or authorizations by all regulatory bodies and other third parties required to be obtained by the Lender to consummate the transactions contemplated hereby; (c) the execution and delivery of this Agreement by the Lender complies, and all transactions by the Lender contemplated hereby will comply, with all applicable laws and regulations applicable to the Lender, including, without limitation, all rules and regulations of the Securities and Exchange Commission, and will not be in violation of any of the foregoing; (d) when transferred to the Borrower pursuant hereto, the Loaned Securities shall be transferred free and clear of any security interests, liens or encumbrances, and (e) the Loaned Securities are validly issued, fully paid and nonassessablenon-assessable.
Appears in 1 contract
Sources: Stock Loan and Pledge Agreement (Saperstein David I)