Common use of Representations of Pledgor Clause in Contracts

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 hereby represents and warrants to Pledgee the Lender that: /One/ : (a) Pledgor is duly empowered has the power and authority and the legal right to make the representations contained herein execute, deliver and perform this Pledge Agreement and to execute grant the Lien on the Collateral contemplated hereby in favor of the Lender; (b) The execution, delivery and performance of this Pledge Agreement by 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 of the organizational documents of the Companies, (ii) conflict with, result in a breach of, or constitute a default under any provision of the Articles of Incorporation, Bylaws, or any partnership agreement; that this public deed , indenture, mortgage or other agreement or instrument to which Pledgor or any of its Affiliates is a party or by which any of them or their respective properties or assets is bound or subject or any license, judgment order or decree of any Governmental Authority having jurisdiction over Pledgor or any of its Affiliates or their respective 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 Pledgor or any of its Affiliates (other than the Liens created hereunder). (c) This Pledge Agreement has been duly executed and delivered by Pledgor and that it contains constitutes a legal, valid and binding obligation of Pledgor enforceable obligations binding upon against Pledgor in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. (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 Pledge Agreement by Pledgor; /Two/ , (ii) for the pledge by Pledgor of the Collateral to the Lender pursuant to this Pledge Agreement, or (iii) for the exercise by the Lender of the rights provided for in this Pledge Agreement or the remedies in respect of the Collateral pursuant to this Pledge Agreement, except such as (A) have been obtained, made or taken and are in full force and effect or (B) may be required under federal or state securities laws in connection with any sale of the Collateral, or (C) in connection with the ownership, as may be required by Governmental Authorities, relating to the operation of acute general care hospitals; (e) Pledgor is the sole legal and exclusive beneficial owner of, and has valid and transferable title to, its Collateral, free and clear of all Liens, other than the Lien in favor of the Lender created by this Pledge Agreement and the Lien in favor of the Original Lender created by the Original Pledge Agreement; (f) There are no outstanding options, warrants or other agreements with respect to the Collateral; (g) The Pledged Shares Interests has been duly authorized and thatvalidly issued, unless otherwise stated and is fully paid and non-assessable, and is not subject to, nor will Pledgor at any time permit it to become subject to, any restrictions governing its issuance, transfer, ownership or acknowledged control except those limitations described on Schedule I hereto, all of which have been waived; (h) The information set forth in Schedule I is true, correct, complete and accurate; (i) All actions (including, without limitation, registration of the Lien created hereby on the Pledged Interests on the books and records of the Companies and consent to the filing of UCC-1 financing statements by Lender in all appropriate jurisdictions) required to create and perfect the Lien of the Lender in the Shareholders’ Agreement Collateral have been taken and the Lien on the Collateral in favor of the Lender is superior in right to any rights or herein, such Shares are free claims of any encumbrancesother Person other than the rights of the Original Lender; (j) The Bylaws and Articles of Incorporation delivered to Lender is a true, lienscorrect, complete and accurate copy of the complete and entire Bylaws and Articles of Incorporation in effect on the date hereof and the same has not, as of the date hereof, been further amended, modified, terminated, nor cancelled or superseded; (k) There are no unpaid expenses, capital contributions, costs, fees, charges, litigations, prohibitions to levy and sell interest payments 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 payments of any other obligations and that, kind required to be funded or contributed a Pledgor pursuant to the Articles of Incorporation or Bylaws that accrued prior to the date hereof, there ; (l) There are no impediments actions, suits, proceedings or investigations pending or, to the best knowledge of Pledgor, threatened, against or affecting Pledgor that may preventare likely to have a Material Adverse Effect on the validity or enforceability of this Pledge Agreement, hinder, delay or impair on the free disposition validity or creation priority of the Pledge evidenced Liens and security interests granted by Pledgor as provided for herein, before or by any court, arbitrator or Governmental Authority; (m) Pledgor is not insolvent; and (n) Pledgor has been given a true, correct, complete and /Three/ accurate set of the execution, fulfillment Credit Agreement and subscription of this pledge does not supersede any the other agreement or undertaking entered into by Pledgor, nor any law, decree, regulation or statutory or administrative rule; New Loan Documents and that no other governmental authorization, approval or notice or from third parties is required the opportunity to subscribe, fully performed and execute these presentsreview them with counsel.

Representations of Pledgor. The Pledgor hereby represents and warrants, subject to, and modified by, disclosures made in that certain Purchase Agreement of even date herewith by and among Lender, Bella Durmiente, LLC, Borrower and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and for so long as this Pledge is in effect or any part of the Indebtedness remains unpaid, it shall continue to Pledgee represent and warrant at all times, that: /One/ : (a) The Pledgor owns the Collateral free and clear of all claims, liens and encumbrances of any nature, except as granted in favor of Lender herein; (b) The Membership Interests represent a 100% membership interest in Borrower; (c) Borrower is duly empowered organized and validly existing under and by virtue of Delaware law and holds in full force and effect all permits and licenses necessary for it to make the representations contained herein carry out its operations in conformity with all applicable laws and regulations; (d) Upon delivery 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 Lender of the Pledged Shares certificates evidencing the Membership Interests, the lien granted pursuant to this Pledge will constitute a valid, perfected first priority lien on such Collateral, enforceable as such against all creditors of Borrower and thatany persons purporting to purchase such Collateral from Pledgor; (g) Upon the making of notations reflecting the security interest created by this Pledge in Borrower’s register, unless otherwise stated as applicable, for the Membership Interests which is not represented by certificates, the lien granted pursuant to this Pledge will constitute a valid, perfected first priority lien on such Collateral, enforceable as such against all creditors of Borrower and any persons purporting to purchase such Collateral from Pledgor; (h) No material actions, suits, investigations or acknowledged proceedings are pending or threatened against Borrower or Guarantor which involve the possibility of any judgment or liability or which may result in the Shareholders’ Agreement or herein, such Shares are free imposition of any encumbranceslien, liensencumbrance or claim on any of the Membership Interests, charges, litigations, prohibitions to levy and sell the Collateral or any other restrictionsassets of Pledgor or Borrower or which may result in any material adverse change in the business or in the condition, attachmentsfinancial or otherwise, preliminary injunctions of Borrower. To the best of Pledgor’s knowledge, Pledgor and precautionary measuresBorrower have each complied with all applicable laws and requirements of governmental authorities; (i) The execution and delivery of this Pledge, 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 the terms herein set forth and the consummation of the transactions herein contemplated will not conflict with, or constitute a breach of or default under, the Operating Agreement or any other obligations and thatmaterial agreement or instrument affecting the Membership Interests or to which the Pledgor or Borrower is a party or by which either is bound, to or any law, administrative regulation or court decree by which the date hereofPledgor or Borrower is bound; (j) To the best of Pledgor’s knowledge, there are no impediments that may preventactions, hindersuits, delay proceedings or impair claims affecting Borrower, the free disposition Membership Interests or creation any Borrower or Guarantor assets which would affect title to, rights of ownership or operation of the Pledge evidenced hereinMembership Interests or any other Borrower or Guarantor assets; and (k) The execution and /Three/ the execution, fulfillment and subscription delivery of this pledge does not supersede any other agreement or undertaking entered into Pledge, the fulfillment of the terms herein set forth and the consummation of the transactions herein contemplated have been authorized 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 presentsall necessary action by Borrower.

Representations of Pledgor. Pledgor hereby represents and warrants to Pledgee Secured Party that: /One/ : (a) Pledgor is duly empowered the record, and the beneficiaries of Pledgor are the beneficial owners, of, and Pledgor has good and marketable title to make the representations contained herein Pledged Shares, free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the lien and security interest created by this Pledge Agreement; (b) Pledgor has full power, authority and legal right to execute this agreement; that this public deed Pledge Agreement and to pledge the Pledged Shares; (c) This Pledge Agreement has been duly executed and delivered by Pledgor and that it contains constitutes a legal, valid and binding obligation of Pledgor enforceable obligations binding upon Pledgor; /Two/ in accordance with its terms; (d) There are no outstanding options, warrants or agreements with respect to the Pledged Shares; (e) Exhibit A sets forth a true and complete description of the Pledged Shares; (f) No consent, approval or authorization of or designation or filing with any authority on the part of Pledgor is required in connection with the sole pledge and exclusive owner security interest granted under this Agreement; and (g) The pledge, assignment and delivery of the Pledged Shares pursuant to this Pledge Agreement creates a valid lien on and thata perfected security interest in such Pledged Shares and the proceeds thereof in favor of Secured Party, 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 preventno prior pledge, hinderlien, delay hypothecation, security interest, charge, option 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, encumbrance or to any other act agreement purporting to grant to any third party a security interest in the property or agreement assets of Pledgor which would include such Pledged Shares. Pledgor covenants and agrees that conveyshe will defend Secured Party's right, or is intended title and security interest in and to convey title thereof, or to give them as security for such Pledged Shares and the fulfillment proceeds thereof against the claims and demands 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 presentsall persons whomsoever.

Representations of Pledgor. The Pledgor hereby represents and warrants to the Pledgee Agent that: /One/ : (a) the Pledgor is a corporation duly empowered organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite power and authority to make the representations contained herein own, lease and operate its properties, to carry on its business as currently being conducted, to enter into this Amended and Restated Pledge Agreement and to execute perform its obligations hereunder and thereunder. (b) the Pledgor has the corporate power and authority and the legal right to execute, deliver and perform this agreement; that Amended and Restated Pledge Agreement and to grant the lien on the Pledged Shares contemplated hereby in favor of the Pledgee Agent, and all parties whose consent to the pledge made herein is required have given written consent to such pledge. (c) The execution, delivery and performance of this public deed Amended and Restated Pledge Agreement by the Pledgor and the granting of the lien on the Pledged Shares contemplated hereby have been duly authorized by all necessary corporate action and do not and will not (i) violate any applicable law, rule or regulation or any provision of the corporate charter or the by-laws of the Pledgor, (ii) conflict with, result in a breach of, or constitute a default under any provision of any indenture, mortgage or other material agreement or instrument to which the Pledgor is a party or by which it or its respective properties or assets is bound or subject or of any license, judgment, order or decree of any governmental authority having jurisdiction over the Pledgor or any of its activities, properties or assets or (iii) result in or require the creation or imposition of any lien, security interest, charge or other claims or encumbrances upon or with respect to any properties or assets now or hereafter owned by the Pledgor (other than the liens created hereunder). (d) This Amended and Restated Pledge Agreement has been duly executed and delivered by the Pledgor and that it contains constitutes a legal, valid and binding obligation of the Pledgor enforceable obligations binding upon against the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. (e) 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 persons is required (i) for the execution, delivery and performance of this Amended and Restated Pledge Agreement by the Pledgor; /Two/ , (ii) for the pledge by the Pledgor of the Collateral to the Pledgee Agent pursuant to this Amended and Restated Pledge Agreement or (iii) for the exercise by the Pledgee Agent of the rights provided for in this Amended and Restated Pledge Agreement or the remedies in respect of the Pledged Shares pursuant to this Amended and Restated Pledge Agreement, except such as have been obtained, made or taken and are in full force and effect or may be required under federal or state securities laws in connection with any sale of the Pledged Shares. (f) The Pledgor is the sole legal and exclusive beneficial owner of, and has valid and transferrable title to, the Pledged Shares, free and clear of all liens, security increases, charges or other claims or encumbrances, other than the lien in favor of the Pledged Shares Pledgee Agent created by this Amended and thatRestated Pledge Agreement. (g) There are, unless otherwise stated (i) as of December 31, 1997, a total of 42,254,930 shares of common stock of the Intek Issuer outstanding (computed assuming that all outstanding options and warrants and securities convertible into shares of common stock of the Intek Issuer have been exercised or acknowledged in converted, as 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 cancellationcase may be), and third parties’ preferential rights(ii) as of March 31, and that they are not subject to any impediments that may prevent1998, hinder, delay or impair the free disposition thereof or the creation 28,648,635 shares of common stock of the pledge Ventel Issuer outstanding (computed assuming that all outstanding options and prohibitions warrants and securities convertible into shares of common stock of the Ventel Issuer have been exercised or injunctions evidenced herein; and that they have not been legally enjoined or restrained from executing this agreement; and that such converted, as the case may be), in each case including the Pledged Shares. No other shares of capital stock of the Issuers are outstanding as of the date hereof. (h) The Pledged Shares are not subject to any options (puts restrictions governing their issuance, transfer, ownership or control except as set forth in the organizational documents of the Issuers, true, correct and calls), promises complete copies of which have been provided to sell, conditional sales, term salesthe Pledgee Agent, or on the face of the certificates themselves and the Pledgor has the right to transfer the Pledged Shares free of any encumbrances and without obtaining the consents of the other shareholders of the Issuers. (i) Each Issuer was duly formed and is validly existing as a corporation under the laws of the jurisdiction of its incorporation. (j) All actions required to create and perfect the lien of the Pledgee Agent in the Collateral have been taken and the liens on the Collateral in favor of the Pledgee Agent are superior in right to any other act rights or agreement that conveys, or is intended to convey title thereof, or to give them as security for the fulfillment claims 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 presentsperson.

Representations of Pledgor. Pledgor hereby represents and warrants 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/ : (a) Pledgor is the sole legal and exclusive beneficial owner of, and has good and marketable title to, the Collateral, free and clear of the Pledged Shares and that, unless otherwise stated or acknowledged in the Shareholders’ Agreement or herein, such Shares are free of any encumbrancesall pledges, liens, chargessecurity interests and other encumbrances and restrictions on the transfer and assignment thereof, litigations, prohibitions to levy and sell or any other restrictions, attachments, preliminary injunctions and precautionary measures, actions for cancellationthan the security interest created by this Agreement, and third parties’ preferential rightsPledgor has the unqualified right and authority to execute this Agreement and to pledge the Collateral to Pledgee as provided for herein; (b) There are no outstanding options, warrants or other similar agreements with respect to the Collateral; (c) The Collateral has been validly issued and that they is fully paid and non- assessable; the holder or holders thereof are not and will not be subject to any personal liability; and is not subject to any impediments charter, by-law, statutory, contractual or other restrictions governing their issuance, transfer, ownership or control, except that sale or transfer may preventbe limited in the absence of an effective registration under the Securities Act of 1933, hinderas amended, delay and under applicable state securities laws or impair of an opinion of counsel satisfactory to the free disposition thereof issuer that the sale or transfer is exempt from registration under said Act and laws; (d) Any consent, approval or authorization of or designation or filing with any authority on the creation part of Pledgor which is required in connection with the pledge and prohibitions security interest granted under this Agreement has been obtained or injunctions evidenced herein; effected; (e) Pledgor has the power and that they have not authority and has been legally enjoined or restrained from executing this agreement; duly authorized 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 thatempowered by all necessary actions, to the date hereofenter into, there are no impediments that may preventexecute, hinder, delay or impair the free disposition or creation of the Pledge evidenced herein; deliver and /Three/ the execution, fulfillment perform this Agreement; (f) The execution and subscription delivery of this pledge does not supersede any other agreement or undertaking entered into Agreement by Pledgor, and the performance by Pledgor of its obligations hereunder, will not constitute a breach of any provision contained in any certificate or articles of incorporation, agreement, instrument or document to which Pledgor is or may become a party or by which Pledgor, or Pledgor's assets, is or may become bound, nor result in a violation of any lawcontract, instrument, judgment, decree, order, statute, rule or regulation or statutory or administrative rule; and that no other governmental authorization, approval or notice or from third parties to which Pledgor is required to subscribe, fully performed and execute these presentssubject.