REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS Sample Clauses
This clause sets out the specific promises, assurances, and ongoing obligations that the pledgors (those providing collateral) make to the other party in a contract. It typically requires the pledgors to confirm that they have the authority to pledge the assets, that the collateral is free from other claims, and that they will maintain the collateral's value and legal status throughout the agreement. By clearly defining these representations, warranties, and covenants, the clause helps protect the secured party by ensuring the reliability and enforceability of the pledged assets, thereby reducing the risk of disputes or loss.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that:
(i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement;
(ii) it has full power, authority and legal right to pledge all the Pledged Securities;
(iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law);
(iv) no consent of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries and any other partners or members of such Pledgor’s partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC) or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with the execution, delivery or performance of this Agreement, in each case except (w) those which have been obtained or made, (x) as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsi...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Each Pledgor hereby represents, warrants and covenants as follows:
Section 4.01. Except for the security interest and pledge hereunder or any Lien on the Pledged Collateral permitted under Section 7.01(b) or (g) of the Credit Agreement, (a) such Pledgor has good and marketable title to, and is the sole legal and beneficial owner of, and Pledgor holds the Pledged Collateral, free and clear of any Lien or restriction on transfer, (b) there are no restrictions upon the voting rights of any of the Pledged Equity Interests, (c) the Pledged Equity Interests have been duly and validly issued, and are fully paid and non-assessable, and (d) such Pledgor has full corporate or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to grant a security interest in the Pledged Collateral to the Administrative Agent, for the benefit of the Secured Parties, free of any Lien.
Section 4.02. Such Pledgor shall promptly pay any and all Taxes upon the Pledged Collateral when due other than those contested in good faith by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP.
Section 4.03. Such Pledgor shall not sell or otherwise assign, transfer or dispose of any Pledged Collateral or any interest therein, except as permitted under the Credit Agreement or pursuant to this Agreement.
Section 4.04. Such Pledgor shall keep the Pledged Collateral free from any Lien, except for the pledge provided hereby or any Lien on the Pledged Collateral permitted under Section 7.01(b) or (g) of the Credit Agreement, and shall take such actions reasonably necessary to protect such Pledged Collateral against all claims and demands of all Persons at any time claiming any interest therein. Such Pledgor further covenants that it will have the title to and right to pledge and grant a security interest in the Pledged Collateral hereafter pledged or in which a security interest is granted to the Lender hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Lender.
Section 4.05. The Pledged Equity Interests represent, and such Pledgor is, the legal and beneficial holders of, the issued and outstanding Pledged Equity Interests of the Issuers described on Schedule 1 and shown thereon to be owned by such Pledgor, which constitutes all of the issued and outstanding Equity Interests of such Issuers, except as otherwise noted thereon. The informati...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) Except as set forth on Schedule B to this Agreement, each Pledgor represents, warrants and covenants, respectively, that:
(i) Each Pledgor has all requisite capacity, power and authority, being under no legal restriction, limitation or disability, to own the Collateral and to execute, deliver and perform this Agreement.
(ii) This Agreement has been duly authorized, executed and delivered by each Pledgor and constitutes a legal, valid, and binding obligation of each Pledgor, enforceable in accordance with its terms.
(iii) Each Pledgor is the record and beneficial owner of each share of the Collateral set forth next to such Pledgor's name on Schedule A. Each Pledgor has and will have good, valid and marketable title thereto, free and clear of all Encumbrances other than the security interest created by this Agreement with respect to the Collateral.
(iv) All of the shares of the Collateral have been duly and validly issued, fully paid and nonassessable.
(v) The Collateral is and will be duly and validly pledged for the benefit of Secured Party in accordance with law, and the Secured Party has and will have a good, valid, and perfected first lien on and security interest in the Collateral and the proceeds thereof.
(vi) The execution, delivery and performance by each of the Pledgors of this Agreement does not and will not: (A) conflict with or result in a breach of or constitute a default or require any consent (which has not been obtained) under, or result in or require the acceleration of any of its indebtedness pursuant to, any agreement, indenture or other instrument to which each of the Pledgors is a party or by which each of the Pledgors may be bound or affected; or (B) conflict with or violate any judgment, decree, order, law, statute, ordinance, license or other governmental rule or regulation applicable to Pledgors.
(vii) No approval, consent or other action by Pledgors, any governmental authority, or any other person or entity is or will be necessary to permit the valid execution, delivery or performance of this Agreement by any of the Pledgors.
(viii) There is no action, claim, suit, proceeding or investigation pending, or to the knowledge of the Pledgors, threatened or reasonably anticipated, against or affecting Pledgors, this Agreement, or the transactions contemplated hereby, before or by any court, arbitrator or governmental authority which might adversely affect Pledgors' ability to perform its obligations under this Agreement or might mate...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Pledgors represent and warrant as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Each Pledgor hereby represents and warrants to, and covenants and agrees with, the Lender that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. The Pledgors hereby, jointly and severally, represent and warrant to, and covenant and agree with, the Agent, for the benefit of the Purchasers, that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Each Pledgor hereby represents and warrants to, and covenants and agrees with Pledgee as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. The Pledgors hereby, jointly and severally, represent and warrant to, and covenant and agree with, the Agent, for the benefit of the Lenders, that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS of whether enforcement is sought in equity or at law); and (h) the pledge, assignment and delivery of the Securities pursuant to this Agreement creates a valid and perfected first priority Lien in such Securities, and the proceeds thereof (other than any cash proceeds thereof to the extent not required to be delivered to the Pledgee pursuant to the terms hereof), subject to no Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of such Pledgor which would include the Securities. Each Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all Persons whomsoever; and each Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditors.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS the proceeds thereof against the claims and demands of all persons whomsoever, and such Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditors.