Representations of Pledgor Clause Samples
Representations of Pledgor. Pledgor hereby represents to Pledgee that: /One/ Pledgor is duly empowered to make the representations contained herein and to execute this agreement; that this public deed has been duly executed by Pledgor and that it contains legal, valid and enforceable obligations binding upon Pledgor; /Two/ Pledgor is the sole and exclusive owner of the Pledged Shares and that, unless otherwise stated or acknowledged in the Shareholders’ Agreement or herein, such Shares are free of any encumbrances, liens, charges, litigations, prohibitions to levy and sell or any other restrictions, attachments, preliminary injunctions and precautionary measures, actions for cancellation, and third parties’ preferential rights, and that they are not subject to any impediments that may prevent, hinder, delay or impair the free disposition thereof or the creation of the pledge and prohibitions or injunctions evidenced herein; and that they have not been legally enjoined or restrained from executing this agreement; and that such Shares are not subject to any options (puts and calls), promises to sell, conditional sales, term sales, or to any other act or agreement that conveys, or is intended to convey title thereof, or to give them as security for the fulfillment of any other obligations and that, to the date hereof, there are no impediments that may prevent, hinder, delay or impair the free disposition or creation of the Pledge evidenced herein; and /Three/ the execution, fulfillment and subscription of this pledge does not supersede any other agreement or undertaking entered into by Pledgor, nor any law, decree, regulation or statutory or administrative rule; and that no other governmental authorization, approval or notice or from third parties is required to subscribe, fully performed and execute these presents.
Representations of Pledgor. Pledgor represents and warrants as follows:
(a) The Stock Collateral constitutes 100% of the authorized voting stock of ASO and has been duly and validly issued, is fully paid and non-assessable, and is without restrictions (other than SEC Reg. 144 restrictions on the transfer of shares or on Pledgor’s right to pledge the shares as Stock Collateral);
(b) This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms;
(c) The making and performance of this Agreement by Pledgor (i) is not and will not be in violation of any law or any regulation promulgated pursuant to law, by any governmental agency or body; (ii) does not require the approval or consent of any governmental agency or body; (iii) will not conflict with, or result in a breach of, any term, condition or provision of, or constitute a default under, any instrument to which either Pledgor is a party or may be bound or affected, or constitute (with or without the giving of notice or the passage of time or both) a default under any such instrument, or result in the acceleration of any indebtedness, or result in the breach of any regulation, order, writ, injunction or decree of any court or any commission, board or other administrative agency entered in any proceeding to which either Pledgor is a party or by which it may be bound or affected; and (iv) does not require the approval of any other secured or unsecured creditor.
(d) Upon consummation of the pledge and assignment of the Stock Collateral to Lender pursuant to this Agreement, and delivery to the Lender or its agent of the share certificates representing the Stock Collateral or the execution by a transfer agent or securities depository to which the Stock Collateral has been delivered or which holds the Stock Collateral in uncertificated form for the account of Pledgor of an agreement in form and substance sufficient to perfect the Lender’s security interest, such pledge and assignment will create a valid lien on and a perfected, first priority security interest in the Stock Collateral. The form of agreement and acknowledgment of the Lender’s security interest attached hereto as Exhibit “A” shall be acceptable for such purposes.
(e) No Stock Collateral has been heretofore pledged to any person or entity and all Stock Collateral is free of all liens of any kind whatsoever.
Representations of Pledgor. Pledgor hereby represents and warrants that it is the record and beneficial holder of the Pledged Shares free and clear of any hens affecting the title thereto, except for liens created by this Agreement. Pledgor hereby represents and warrants that it has the right to pledge the Pledged Shares.
Representations of Pledgor. The Pledgor represents and warrants that:
(a) It has, and has fully exercised, all requisite corporate power and authority to enter into this Agreement, to pledge the Pledged Stock for the purposes described in Section 2 (a), and to carry out the transactions contemplated by this Agreement;
(b) It is the legal and beneficial owner of all of the Pledged Stock which evidences all of the issued and outstanding capital stock of ▇▇▇▇▇;
(c) All of the shares of the Pledged Stock are owned by the Pledgor free and clear of any pledge, mortgage, hypothecation, lien, charge, encumbrance, or security interest in such shares or the proceeds thereof except such as are granted hereunder;
(d) The execution and delivery of this Agreement, and the performance of its terms, will not violate or constitute a default under any agreement, indenture, or other instrument, license, judgment, decree, order, law, statute, ordinance, or other governmental rule or regulation applicable to the Pledgor or any of its property; and
(e) Upon delivery of the Pledged Stock to the Pledgees or their agent, this Agreement shall create a valid first priority lien upon, and perfected security interest in, the Pledged Stock and the proceeds thereof, subject to no prior security interest, lien, charge, encumbrance, or agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Stock.
Representations of Pledgor. PLEDGOR REPRESENTS AND WARRANTS THAT THE WAIVER OF TRIAL BY JURY CONTAINED HEREIN IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY PLEDGOR, AND PLEDGOR HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR AGREEMENTS HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THE WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. PLEDGOR FURTHER REPRESENTS THAT HE HAS BEEN REPRESENTED IN THE SIGNING OF THIS PLEDGE AND IN THE MAKING OF THE WAIVER OF TRIAL BY JURY AND BY INDEPENDENT LEGAL COUNSEL, SELECTED OF HIS OWN FREE WILL, AND THAT HE HAS HAD THE OPPORTUNITY TO DISCUSS THE WAIVER OF TRIAL BY JURY WITH SUCH COUNSEL.
Representations of Pledgor. Pledgor represents and warrants to FAMC that:
Representations of Pledgor. Pledgor represents and warrants to Pledgee that:
a. The execution, delivery and performance of this Pledge Agreement by Pledgor are within Pledgor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the organization and governance documents of Pledgor, any applicable laws or any agreement or restriction binding on or affecting Pledgor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Pledgor (other than liens in favor of Pledgee). No authorization which has not been obtained is required for the creation of the liens or the enforcement by Pledgee of its remedies under this Pledge Agreement. This Pledge Agreement, when executed and delivered, constitutes the legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally.
b. Pledgor is and will continue to be the legal and beneficial owner of the Pledged Collateral, free and clear of all liens and rights of others (other than liens in favor of Pledgee hereunder). This Pledge Agreement creates a valid and indefeasible first priority lien in the Pledged Collateral securing the payment and performance of all Secured Obligations. No financing statements covering any of the Pledged Collateral are on file in any public office, except financing statements in favor of Pledgee.
c. Pledgor has not taken any action, and is not aware of any other event or circumstance, that may or would impair or otherwise interfere with the rights or interests of Pledgee under this Pledge Agreement.
Representations of Pledgor. Pledgor represents to Collateral Agent and the Participants as follows:
7.1.1 Pledgor is the legal and beneficial owner of the Pledged Collateral (or, in the case of after-acquired Pledged Collateral, at the time Pledgor acquires rights in the Pledged Collateral, will be the legal and beneficial owner thereof). No other Person has (or, in the case of after-acquired Pledged Collateral, at the time Pledgor acquires rights therein, will have) any right, title, claim or interest (by way of Lien, purchase option or otherwise) in, against or to the Pledged Collateral, except for rights created hereunder.
Representations of Pledgor. Pledgor represents and warrants to the Secured Party that:
(a) Pledgor has the power and authority and the legal right to execute, deliver and perform this Agreement and to grant the lien on the Collateral contemplated hereby in favor of the Secured Party;
(b) the execution, delivery and performance of this Agreement by the Pledgor and the granting of the lien on the Collateral contemplated hereby has been duly authorized by all necessary action and does not and will not (i) violate any applicable law, rule or regulation or any provision relating to the Pledgor, (ii) conflict with, result in a breach of, or constitute a default under any provision of the Articles of Incorporation or any agreement, indenture, mortgage or other agreement or instrument to which the Pledgor are a party or by which they or any of their properties or assets is bound or subject or any license, judgment, order or decree of any governmental authority having jurisdiction over the Pledgor or its activities, properties or assets or (iii) result in or require the creation or imposition of any lien upon or with respect to any properties or assets now or hereafter owned by the Pledgor (other than the liens created hereunder);
(c) this Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting enforceability of creditors’ rights generally and except as specific performance may be subject to equitable principles of general applicability;
(d) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or governmental authority and no consent of any other Person is required (i) for the execution, delivery and performance of this Agreement by the Pledgor, (ii) for the pledge by the Pledgor of the Collateral to the Secured Party pursuant to this Agreement, or (iii) for the exercise by the Secured Party of the rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except (1) such as have been obtained, made or taken and are in full force and effect, or (2) such as may be required under federal or state securities laws in connection with any sale of the Collateral;
(e) the Pledgor is the legal and beneficial owner of, and has good title to the Col...
Representations of Pledgor. The Pledgor warrants and represents that (i) there are no restrictions upon the transfer of any of the Pledged Securities, other than may appear on the face of the certificate(s) and except as arise under applicable federal and state securities laws and regulations, (ii) the Pledged Securities are not subject to any encumbrances or obligations, except as arise under applicable federal and state securities laws and regulations and as described or referred to herein, and (iii) the Pledgor has the right to transfer the Pledged Securities free of any encumbrance or obligation and without obtaining the consents of any other persons except as may be required under applicable federal and state securities laws and regulations.