CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS Sample Clauses

CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. 5.1 The Chargor represents and warrants to the Chargee and undertakes during the subsistence of this Deed that, with respect to the relevant portion of the Charged Property held by it: (a) it is and shall at all times remain the sole legal and beneficial owner and registered holder of the Charged Property held by it at the date of this Deed, free from any Encumbrances except as created by or pursuant to the Subject Documents, and that (other than any interest under this Deed) it is the sole person with any legal or beneficial interest in the Charged Property; (b) it has not sold or disposed of, and shall not sell or dispose of, the benefit of all or any of its rights, title and interest in the Charged Property other than pursuant to the Subject Documents; (c) it shall not do or cause or permit to be done anything which has or would be reasonably likely to depreciate, jeopardise or otherwise prejudice the market value or collateral value of the Charged Property or the Security Rights; (d) its performance of the provisions, covenants and obligations contained in this Deed shall not infringe any law or obligation binding upon it; (e) this Deed constitutes the legal, valid and binding obligations of the Chargor enforceable in accordance with its terms and creates in favour of the Chargee the security which it is expressed to create over the assets which are, subject to the terms of this Deed, at the applicable time, expressed to be secured and with the ranking and priority it is expressed to have; (f) it is not necessary that this Deed be filed, recorded or enrolled with any court or other authority in Hong Kong or the Cayman Islands, or elsewhere or that any stamp, registration or similar tax be paid on or in relation to this Deed; (g) the entry into and performance by it of, and the transactions contemplated by, this Deed do not and shall not conflict with any law or regulation applicable to it; or conflict with any agreement or instrument binding on it; and (h) it acknowledges and agrees that it is to its benefit to execute and deliver this Deed and to assume the obligations and liabilities which are, or are expressed to be, assumed by it under this Deed and to give and perform the undertakings, representations and warranties given and to be performed by it under this Deed. 5.2 The Chargor undertakes and covenants to the Chargee during the subsistence of this Deed: (a) to pay all calls or other payments due in respect of any part of the Charged Property hel...
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CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. 5.1 Except with the Trustee's prior written consent, the Chargor shall not (save as permitted under the High Yield Documents): (a) assign or dispose of all or any part of the Charged Portfolio; (b) create, grant or permit to exist (a) any security interest over or (b) any restriction on the ability to transfer or realise, all or any part of the Charged Portfolio, save for: (i) the Company's lien on unpaid shares conferred by Regulation 8 of Table A of the Companies (Tables A to F) Regulations 1985 (as in force at the date of this Agreement); and (ii) the ability of the directors of the Company to decline to register a transfer of shares as set out in article 7.1 of the Articles, provided that article 7.2 of the Articles continues to apply; or (c) do or (to the extent within its control) permit to be done any other act which, in the opinion of the Trustee, would adversely affect the Collateral Rights. 5.2 The Chargor represents and warrants to the Trustee and undertakes for the duration of this Agreement that (save as specified or permitted under the High Yield Documents): (a) it is, and will be, the sole legal and beneficial owner of the Charged Portfolio free from any security interest except as created by this Agreement; (b) it has not sold or disposed of, and will not sell or dispose of, the benefit of all or any of its rights, title and interest in the Charged Portfolio; (c) it has and will have the necessary power to enable it to enter into and perform its obligations under this Agreement; (d) this Agreement constitutes its legal, valid and binding obligation; (e) all necessary authorisations to enable it to enter into this Agreement have been obtained and are, and will remain, in full force and effect; and (f) the authorised share capital of the Company as at the date hereof is (pound)51,000 and the issued share capital of the Company as at the date hereof consists of 50,032 ordinary shares of (pound)1.00 each and all such shares are fully paid. 5.3 The Chargor represents and warrants to the Trustee and undertakes for the duration of this Agreement to ensure that, at all times during the duration of the Agreement, the Charged Portfolio represents 65% (to the nearest share) but at no time more than 65% of the issued and voting share capital of the Company. 5.4 The Chargor represents to the Trustee that the Shares are fully paid and undertakes to pay all calls or other payments due in respect of any part of the Charged Portfolio. If the Chargor fails t...
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CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. The Chargor makes the following representations and warranties to the Security Agent for its own benefit and as security trustee for the benefit of the Secured Parties and acknowledges that the Security Agent and Secured Parties have relied upon those representations and covenants:
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CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. 5.1 Except with the Collateral Agent’s prior written consent and save as permitted under the terms of the Loan Documents, the Chargor shall not: (a) assign or dispose of all or any part of the Charged Portfolio; or (b) create, grant or permit to exist (i) any security interest over or (ii) any restriction on the ability to transfer or realise, all or any part of the Charged Portfolio. 5.2 The Chargor represents to the Collateral Agent that, as of the date hereof, the Shares are validly issued and fully paid and undertakes to pay all calls or other payments due in respect of any part of the Charged Portfolio. If the Chargor fails to make any such payment the Collateral Agent may make that payment on behalf of the Chargor and any sums so paid by the Collateral Agent shall be reimbursed by the Chargor on demand, together with interest on those sums. Such interest shall be calculated from the due date up to the actual date of payment (after, as well as before, judgement) at the rate contemplated by Clause 2.2. 5.3 The Chargor represents to the Collateral Agent that the particulars of the Shares as set out in Schedule 1 (Particulars of Shares) are accurate in all respects as at the date hereof and, as at the date hereof, such Shares constitute 65% of the issued share capital of the Company. 5.4 The Chargor shall ensure that at all time the percentage borne by the number of the Shares to the aggregate number of all of the ordinary shares in the Company is not less than 65%. In order to comply with the foregoing, the Chargor may, from time to time, deliver additional issued and paid up ordinary shares of the Company held and beneficially owned by it free from Security as further security for the Obligations, in which case: (a) the Chargor shall notify the Collateral Agent of the aggregate number of such additional shares to be so delivered (and each of the share numbers of such additional shares) and state in such notification that such additional shares are delivered under this Clause 5.4; (b) upon the giving of such notification in Clause 5.4(a), such additional shares so specified in such notification shall become immediately subject to the security constituted by this Agreement, and the Chargor charges each of such additional shares so specified, as beneficial owner and by way of first fixed charge, in favour of the Collateral Agent (as collateral agent for the Secured Parties) for the payment and discharge of all of the Obligations; and (c) (without prejudic...
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CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. 5.1 Except with the Secured Party's prior written consent, the Chargor shall not: (A) assign or dispose of all or any part of the Charged Portfolio; or (B) create, grant or permit to exist: (1) any security interest over, or (2) any restriction on the ability to transfer or realise, all or any part of the Charged Portfolio. 5.2 The Chargor hereby represents and warrants to the Secured Party and undertakes during the subsistence of this Agreement that: (A) it is and will be the sole legal and beneficial owner of the Charged Portfolio free from any security interest and all third party rights except as created by this Agreement; (B) it has not sold or disposed of, and will not sell or dispose of, the benefit of all or any of its rights, title and interest in the Charged Portfolio; (C) it has and will have the necessary power to enable it to enter into and perform its obligations under this Agreement; (D) this Agreement constitutes its legal, valid and binding obligation and is an effective security over the Charged Portfolio; and (E) all necessary authorisations to enable it to enter into this Agreement have been obtained and are, and will remain, in full force and effect. 5.3 The Chargor represents to the Secured Party that the Shares are fully paid and represent the whole of the issued Share Capital of CTI Data Solutions Ltd. The Chargor undertakes to pay all calls or other payments due in respect of any part of the Charged Portfolio. If the Chargor fails to make any such payment the Secured Party may make that payment on behalf of the Chargor and any sums so paid by the Secured Party shall be reimbursed by the Chargor on demand together with interest thereon. Such interest shall be calculated from the due date up to the actual date of payment (after, as well as before, judgement) at the Default Rate as defined in the Loan Agreement or at such commercial rate as the Secured Party may reasonably determine.
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CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS. 5.1 Except with the Collateral Agent’s prior written consent, each of the Chargors shall not: (A) assign or dispose of all or any part of the Charged Portfolio; or (B) create, grant or permit to exist: (1) any security interest over, or (2) any restriction on the ability to transfer or realise, all or any part of the Charged Portfolio. 5.2 Each of the Chargors hereby represents and warrants to the Collateral Agent and undertakes during the subsistence of this Deed that: (A) the Chargors are and will be the sole legal and beneficial owners of the Charged Portfolio free from any security interest and all third party rights except as created by this Deed; (B) it has not sold or disposed of, and will not sell or dispose of, the benefit of all or any of its rights, title and interest in the Charged Portfolio; (C) it has and will have the necessary power to enable it to enter into and perform its obligations under this Deed; (D) this Deed constitutes its legal, valid and binding obligation and is an effective security over the Charged Portfolio; (E) all necessary authorisations to enable it to enter into this Deed have been obtained and are, and will remain, in full force and effect; (F) its performance, the provisions, covenants and obligations contained in its Agreement will not infringe any law or obligation binding upon it; and (G) it will maintain the location of its chief executive office or principal place of business or jurisdiction of organisation or the office where it keeps its records relating to the Charged Portfolio from that existing on the date hereof, unless it gives to the Collateral Agent at least twenty (20) days’ prior written notice thereof. 5.3 Each of the Chargors represents to the Collateral Agent that the Shares are fully paid and represent the whole of the issued Share Capital of Mad Catz Interactive Asia Limited. Each of the Chargors undertakes to pay all calls or other payments due in respect of any part of the Charged Portfolio. If the Chargors fail to make any such payment the Collateral Agent may make that payment on behalf of the Chargors and any sums so paid by the Collateral Agent shall be reimbursed by each of the Chargors on demand together with interest thereon. Such interest shall be calculated from the due date up to the actual date of payment (after, as well as before, judgement) at the rate of interest applicable at the relevant time under the Loan Agreement.
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CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS 
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Related to CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS

  • Pledgor’s Representations and Warranties Each of the Pledgors respectively represents and warrants to the Pledgee as follows: 7.1 The Pledgors are PRC citizens with full legal capacity, having full civil rights and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

  • Assignor’s Representations and Warranties Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

  • Lessor’s Representations and Warranties Lessor represents and warrants that it will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft pursuant to this Agreement.

  • Issuer’s Representations and Warranties The Issuer represents and warrants to the Indenture Trustee as of the Closing Date:

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • Guarantor’s Representations and Warranties Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

  • Depositor’s Representations and Warranties The Depositor represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

  • GRANTOR'S REPRESENTATIONS AND WARRANTIES Grantor warrants that: (a) this Agreement is executed at Borrower's request and not at the request of Lender; (

  • The Company’s Representations and Warranties The Company represents and warrants to the Investor as follows:

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