Certain Warranties and Covenants. The Grantor makes the following warranties and covenants:
(a) The Pledged Equity Interests have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable. The Pledged Debt has been duly authorized, issued and delivered and is the legal, valid and binding obligation of the obligors thereof, and is not in default. The certificates and instruments, as applicable, representing the Pledged Collateral are genuine. Except as may be provided by the law of the jurisdiction in which a Foreign Subsidiary is organized, the Pledged Collateral is not subject to any offset or similar right or claim of the issuers thereof.
(b) The Pledged Equity Interests constitute the percentage of the issued and outstanding ownership interests of the respective issuers thereof indicated on Schedule I (if any such percentage is so indicated).
(c) The Pledged Debt constitutes all of the outstanding indebtedness for money borrowed or for the deferred purchase price of property (other than accounts payable on ordinary trade terms) of the respective obligors thereof owed to the Grantor and is outstanding in the principal amount indicated on Schedule I.
(d) The Grantor shall not forgive, cancel, subordinate, compromise, modify, amend or extend the time for payment of, or waive any default under, any of the Pledged Debt, or modify or amend, or waive any default under any agreement with respect to the Related Collateral, or consent to or acquiesce in any of the foregoing, without in each case the prior written consent of the Secured Party.
(e) None of the Pledged Collateral (i) shall be deposited in, credited to or otherwise subject to any Securities Account, except a Securities Account subject to the Control of the Secured Party, or (ii) shall be subject to the Control or any Person other than the Bank.
(f) The Grantor will (i) cause each issuer of the Pledged Equity Interests that it controls not to issue any Equity Interests in addition to or in substitution for the Pledged Shares issued by such issuer, except to the Grantor, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Equity Interests of each issuer of the Pledged Equity Interests that are issued to the Grantor.
Certain Warranties and Covenants. The Pledgor makes the -------------------------------- following warranties and covenants:
4(a) The Pledgor has title to the Pledged Shares and will have title to each other item of Collateral hereafter acquired, free of all Liens except the Security Interest.
4(b) The Pledgor has full power and authority to execute this Pledge Agreement, to perform the Pledgor's obligations hereunder and to subject the Collateral to the Security Interest created hereby.
4(c) No financing statement covering all or any part of the Collateral is on file in any public office (except for any financing statements filed by the Secured Party.
4(d) The Pledged Shares have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable. The Pledged Shares are not subject to any offset or similar right or claim of the issuers thereof.
4(e) The Pledged Shares constitute the percentage of the issued and outstanding shares of stock of the respective issuers thereof indicated on Schedule I (if any such percentage is so indicated).
Certain Warranties and Covenants. The Pledgor makes the following warranties and covenants:
(a) The Pledgor has title to the Pledged Interests and will have title to each other item of Collateral hereafter acquired, free of all Liens except the Security Interest and liens permitted by the Senior Indebtedness Documents or that arise by operation of law (“Permitted Liens”). As of the date of this Agreement, the Pledgor is unaware of the existence of any such liens arising by operation of law.
(b) The Pledgor has full corporate power and authority to execute this Agreement, to perform the Pledgor’s obligations hereunder and to subject the Collateral to the Security Interest created hereby.
(c) No financing statement covering all or any part of the Collateral is on file in any public office (except for any financing statements filed by the Secured Party or as permitted by the Intercreditor Agreement).
(d) The Pledged Interests have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable. The certificates representing the Pledged Interests are genuine.
(e) The Pledged Interests constitute the percentage of the issued and outstanding member interests of the respective issuers thereof indicated on Schedule I (if any such percentage is so indicated).
Certain Warranties and Covenants. Borrower warrants and represents to Lender that the indebtedness evidenced by the Modified Note is subject to no credit, charge claims, or right of affect or deduction of any kind whatsoever, and, to the extent not prohibited by applicable law, Obligors release and discharge Lender from any and all claims and causes of action, whether known or unknown and whether now existing or hereafter arising, that have at any time been owned or claimed, or that are hereafter owned or claimed, by Obligors or any of them (other than claims for funds, if any, now on deposit with Lender), and that arise out of any one or more circumstances or events that occurred prior to the time of execution of this Agreement. The Loan Documents and the obligations thereunder are ratified and acknowledged as valid, subsisting and enforceable, subject to no offsets, claims or defenses. The execution of this Agreement by Lender is not intended nor shall it be construed as an actual or implied waiver of: (a) any default under any Loan Document; (b) any requirement under any Loan Document except to the extent of the amendments specified in this Agreement; (c) any right to demand payment or accelerate maturity contained in any Loss Document; or (d) any rights Lender may have against any person not a party hereto. It shall be a default under each of the Loan Documents, subject to the applicable grace period (if any) under the Loan Documents, another Lender to exercise any and all rights and remedies provided therein or at law or in equity including but not limited to the right to declare the entire unpaid balance of principal and accrued interest on the Modified Note to be immediately due and payable fund upon such declaration the same shall be immediately due and payable), if any Obligor fails to make payment, or to perform any covenant or agreement, in this Agreement or if any statement, representation or warranty in this Agreement is false, misleading or erroneous in any material respect. If Borrower fails to comply with any of Borrower's obligations under the Loan Documents, Lender may, without waiving the default, but shall never be obligated to, perform or cause performance thereof at Borrower's Expense. All expenses thus paid by Lender shall automatically and without notice become a part of the obligations secured by the Collateral Document, shall be demand obligations of Borrower to Lender and shall bear interest, from the date of Lender's payment until repaid to Lender, payable on de...
Certain Warranties and Covenants. The Pledgor makes the following warranties and covenants with respect to such Pledgor and his Pledged Securities:
(a) The Pledgor has title to the Pledged Securities and will have title to each other item of Collateral hereafter acquired, free of all Liens except the Security Interest.
(b) The Pledgor has full power and authority to execute this Agreement, to perform the Pledgor’s obligations hereunder and to subject the Collateral to the Security Interest created hereby.
(c) No financing statement covering all or any part of the Collateral is on file in any public office (except for any financing statements filed by the Collateral Agent).
(d) The Pledged Securities have been duly authorized and validly issued by the issuer thereof and are fully paid and nonassessable. The certificates representing the Pledged Securities are genuine. The Pledged Securities are not subject to any offset or similar right or claim of the issuer thereof.
(e) The Pledgor’s company charter number is 5Z-841.
Certain Warranties and Covenants. ABG shall have the right to pass on the following warranties in connection with the transfer of Assay Components manufactured and supplied by TWT hereunder with respect to such Assay Components hereunder:
Certain Warranties and Covenants. The Companies makes the following warranties and covenants to the Bank:
4(a) The Companies have joint title to the Collateral, free of all Liens except the Security Interest.
4(b) The Companies have full power and authority to execute this Agreement, to perform the Companies' obligations hereunder and to subject the Collateral to the Security Interest created hereby.
4(c) As of the date of execution of this Agreement, no effective financing statement or other similar document used to perfect and preserve a security interest under the laws of any jurisdiction (a "Financing Statement") covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Bank relating to this Agreement or the Existing Pledge Agreement.
4(d) Any time, upon the request of the Bank, the Companies will deliver to the Bank all notices, financial statements, reports of other communications received by any Company as owner of the Collateral.
Certain Warranties and Covenants. Section 4(e) of the Pledge Agreement is amended in its entirety to read as follows:
Certain Warranties and Covenants. The Borrower makes the following warranties and covenants:
Certain Warranties and Covenants. The Pledgor makes the following warranties and covenants:
(a) The Pledgor has title to the Pledged Interests and will have title to each other item of Collateral hereafter acquired, free of all Liens except the Security Interest and liens permitted by the Credit Agreement or that arise by operation of law (“Permitted Liens”). As of the date of this Pledge Agreement, the Pledgor is unaware of the existence of any such liens arising by operation of law.
