Common use of Covenants and Representations Clause in Contracts

Covenants and Representations. Pledgor agrees to take no action which would adversely affect the value of the Collateral or which would encumber, dilute or cloud Pledgor’s title or interest therein. Pledgor shall not do any of the following without Secured Party’s prior written consent: (a) Pledgor is and will continue to be the owner of the Collateral, free of any liens, security interests or assignments other than the security interest created by this Agreement; (b) Pledgor shall deliver to Secured Party and Secured Party shall retain physical possession of all stock certificates and other instruments and documents representing or evidencing any of the Collateral, which stock certificates shall be duly endorsed in blank; (c) Pledgor will not modify or amend the instruments or documents constituting the Collateral or make any compromise, adjustment, settlement or termination in connection therewith; (d) Pledgor will at all times defend the Collateral against any and all claims of any person, adverse to the claims of Secured Party; (e) upon the occurrence of an Event of Default Pledgor will accept no payments, distributions or dividends on the Collateral and shall remit to Secured Party any payment or distribution received; (f) the execution and delivery of this Agreement, and the performance of its terms, will not result in any violation of or constitute a default under the terms of any Agreement, or other instrument, license, judgment, order, statute, ordinance or other governmental rule or regulation applicable to the Pledgor or the Collateral; (g) upon its execution and delivery, this Agreement shall create an enforceable and valid lien in the Collateral; (h) Pledgor has the full power and authority to enter into this Agreement, and the persons executing this Agreement on behalf of Pledgor have been duly authorized to act on behalf of Pledgor in the execution hereof; (i) other than Pledgor, there are no parties who assert any type of ownership interest whatsoever in the Shares; (j) other than this Agreement, there are no agreements which impose any conditions or restrictions on the Shares; (k) all of the Shares have been duly authorized, validly issued and are fully paid and non-assessable; (I) the granting by Pledgor to Secured Party of the security interest in the Collateral as evidenced by this Agreement complies with all applicable federal and state securities laws or qualifies for an exemption from such registration; and (m) Pledgor, as stockholder, owner, part owner, director, corporate officer, or in any other capacity, shall not vote for, ratify, accept, accede to, or approve any proposed transaction concerning the Collateral which would have an adverse effect on the rights of Secured Party hereunder.

Covenants and Representations. Pledgor agrees to take no action which would adversely affect the value of the Collateral or which would encumber, dilute or cloud Pledgor’s 's title or interest therein. Pledgor shall not do any of represents and agrees to the following without Secured Party’s prior written consentfollowing: (a) Pledgor is and will continue to be the owner of the Collateral, free of any liens, security interests or assignments other than the security interest created by this Agreement; (b) Pledgor shall deliver to Secured Party and Secured Party shall retain physical possession of all stock certificates and other instruments and documents representing or evidencing any of the Collateral, which stock certificates shall be duly endorsed in blank; (c) Pledgor will not modify or amend the instruments or documents constituting the Collateral or make any compromise, adjustment, settlement or termination in connection therewith; (d) Pledgor will at all times defend the Collateral against any and all claims of any person, adverse to the claims of Secured Party; (e) upon the occurrence of an Event of Default Pledgor will accept no payments, distributions or dividends on the Collateral and shall remit to Secured Party any payment or distribution received; (f) the execution and delivery of this Agreement, and the performance of its terms, will not result in any violation of or constitute a default under the terms of any Agreementagreement, or other instrument, license, judgment, order, statute, ordinance or other governmental rule or regulation applicable to the Pledgor or the Collateral; (g) upon its execution and delivery, this Agreement shall create an enforceable and valid lien in the Collateral; (h) Pledgor has the full power and authority to enter into this Agreement, and the persons executing this Agreement on behalf of Pledgor have been duly authorized to act on behalf of Pledgor in the execution hereof; (i) other than Pledgor, there are no parties who assert any type of ownership interest whatsoever in the Shares; (j) other than this Agreement, there are no agreements which impose any conditions or restrictions on the Shares; (k) all of the Shares have been duly authorized, validly issued and are fully paid and non-assessable;; 2 (Il) the granting by Pledgor to Secured Party of the security interest in the Collateral as evidenced by this Agreement complies with all applicable federal and state securities laws or qualifies for an exemption from such registration; and; (m) Pledgor, as stockholder, owner, part owner, director, corporate officer, or in any other capacity, shall not vote for, ratify, accept, accede to, or approve any proposed transaction concerning the Collateral which would have an adverse effect on the rights of Secured Party hereunder; and (n) The Shares represent all of the issued and outstanding stock of Cygnet, and there are no agreements in effect which require or obligate Cygnet to issue any additional shares of its stock and there are no outstanding options to purchase any shares of stock of Cygnet. There will be no agreements in effect which require or obligate Cygnet to issue any additional shares of stock of Cygnet and there will be no outstanding options to purchase any shares of stock of Cygnet.

Covenants and Representations. Pledgor agrees to take no action which would adversely affect the value of the Collateral or which would encumber, dilute or cloud Pledgor’s title or interest therein. Pledgor shall not do any of the following without Secured Party’s prior written consent: (a) Pledgor is and will continue to be the owner of the Collateral, free of any liens, security interests or assignments other than the security interest created by this Agreement; (b) Pledgor shall deliver to Secured Party and Secured Party shall retain physical possession of all stock certificates and other instruments and documents representing or evidencing any of the Collateral, which stock certificates shall be duly endorsed in blank; (c) Pledgor will not modify or amend the instruments or documents constituting the Collateral or make any compromise, adjustment, settlement or termination in connection therewith; (d) Pledgor will at all times defend the Collateral against any and all claims of any person, adverse to the claims of Secured Party; (e) upon the occurrence of an Event of Default Pledgor will accept no payments, distributions or dividends on the Collateral and shall remit to Secured Party any payment or distribution received; (f) the execution and delivery of this Agreement, and the performance of its terms, will not result in any violation of or constitute a default under the terms of any Agreement, or other instrument, license, judgment, order, statute, ordinance or other governmental rule or regulation applicable to the Pledgor or the Collateral; (g) upon its execution and delivery, this Agreement shall create an enforceable and valid lien in the Collateral; (h) Pledgor has the full power and authority to enter into this Agreement, and the persons executing this Agreement on behalf of Pledgor have been duly authorized to act on behalf of Pledgor in the execution hereof; (i) other than Pledgor, there are no parties who assert any type of ownership interest whatsoever in the Shares; (j) other than this Agreement, there are no agreements which impose any conditions or restrictions on the Shares; (k) all of the Shares have been duly authorized, validly issued and are fully paid and non-assessable; (Il) the granting by Pledgor to Secured Party of the security interest in the Collateral as evidenced by this Agreement complies with all applicable federal and state securities laws or qualifies for an exemption from such registration; and (m) Pledgor, as stockholder, owner, part owner, director, corporate officer, or in any other capacity, shall not vote for, ratify, accept, accede to, or approve any proposed transaction concerning the Collateral which would have an adverse effect on the rights of Secured Party hereunder.

Covenants and Representations. Pledgor agrees to take no action which would adversely affect the value of the Collateral or which would encumber, dilute or cloud Pledgor’s 's title or interest therein. Pledgor shall not do any of represents and agrees to the following without Secured Party’s prior written consent:following: 2 (a) Pledgor is and will continue to be the owner of the Collateral, free of any liens, security interests or assignments other than the security interest created by this Agreement; (b) Pledgor shall deliver to Secured Party Parties and Secured Party Parties shall retain physical possession of all stock certificates and other instruments and documents representing or evidencing any of the Collateral, which stock certificates shall be duly endorsed in blank; (c) Pledgor will not modify or amend the instruments or documents constituting the Collateral or make any compromise, adjustment, settlement or termination in connection therewith; (d) Pledgor will at all times defend the Collateral against any and all claims of any person, adverse to the claims of Secured PartyParties; (e) upon the occurrence of an Event of Default Default, Pledgor will accept no payments, distributions or dividends on the Collateral and shall remit to Secured Party Parties any payment or distribution received; (f) the execution and delivery of this Agreement, and the performance of its terms, will not result in any violation of or constitute a default under the terms of any Agreementagreement, or other instrument, license, judgment, order, statute, ordinance or other governmental rule or regulation applicable to the Pledgor or the Collateral; (g) upon its execution and delivery, this Agreement shall create an enforceable and valid lien in the Collateral; (h) Pledgor has the full power and authority to enter into this Agreement, and the persons executing this Agreement on behalf of Pledgor have been duly authorized to act on behalf of Pledgor in the execution hereof; (i) other than Pledgor, there are no parties who assert any type of ownership interest whatsoever in the Duck Shares; (j) other than this Agreement, there are no agreements which impose any conditions or restrictions on the Duck Shares; (k) all of the Duck Shares have been duly authorized, validly issued and are fully paid and non-assessableassessable and are registered under all applicable securities laws; (Il) the granting by Pledgor to Secured Party Parties of the security interest in the Collateral as evidenced by this Agreement complies with all applicable federal and state securities laws or qualifies for an exemption from such registration; and; (m) Pledgor, as stockholder, owner, part owner, director, corporate officer, or in any other capacity, shall not vote for, ratify, accept, accede to, or approve any proposed transaction concerning the Collateral which would have an adverse effect on the rights of Secured Party hereunder.the

Covenants and Representations. Pledgor agrees not to knowingly take no any action which would adversely affect the value of the Collateral or which would encumber, dilute or cloud Pledgor’s 's title or interest therein. Pledgor shall not do any of makes the following without Secured Party’s prior written consentrepresentations, warranties, and covenants: (a) Pledgor is and will continue to be the owner of the Collateral, free of any liens, security interests or assignments other than the security interest created by this Agreement; (b) Pledgor shall deliver to Secured Party and Secured Party shall retain physical possession of all stock certificates and other instruments and documents representing or evidencing any of the Collateral, which stock certificates shall be duly endorsed in blank; (c) Pledgor will not modify or amend the instruments or documents constituting the Collateral Collateral, except as required by law, court order, or regulation, or make any compromise, adjustment, settlement or termination in connection therewith; (d) Pledgor will at all times defend the Collateral against any and all claims of any person, adverse to the claims of Secured Party upon Secured Party's request; (e) upon the occurrence of an Event of Default (as defined in paragraph 5 hereof and which is continuing) Pledgor will accept no payments, distributions or dividends on the Collateral and shall remit to Secured Party any payment or distribution received; (f) the execution and delivery of this Agreement, and the performance of its terms, will not result in any violation of or constitute a default under the terms of any Agreement, or other instrument, license, judgment, order, statute, ordinance or other governmental rule or regulation applicable to the Pledgor or the Collateral; (g) upon its execution and delivery, this Agreement shall create an enforceable and valid lien in the Collateral; (h) Pledgor has the full power and authority to enter into this Agreement, and the persons executing this Agreement on behalf of Pledgor have been duly authorized to act on behalf of Pledgor in the execution hereof; (ig) other than Pledgor, there are no parties who assert any type of ownership interest whatsoever in the Shares; (jh) other than this Agreement, there are no agreements which impose any conditions or restrictions on the Shares; 2 3 (ki) all of the Shares have been duly authorized, validly issued and are fully paid and non-assessable; (I) the granting by Pledgor to Secured Party of the security interest in the Collateral as evidenced by this Agreement complies with all applicable federal and state securities laws or qualifies for an exemption from such registration; and (mj) Pledgor, as stockholder, owner, part owner, director, corporate officer, or in any other capacity, shall not vote for, ratify, accept, accede to, or approve any proposed transaction concerning the Collateral which would have an a material adverse effect on the rights of Secured Party hereunder; and (k) The Shares represent one hundred percent (100%) of the issued and outstanding stock of MEMPHIS, and there are no agreements in effect which require or obligate MEMPHIS to issue any additional shares of stock of MEMPHIS and there are no outstanding options to purchase any shares of stock of MEMPHIS. There will be no agreements in effect which require or obligate MEMPHIS to issue any additional shares of stock of MEMPHIS and there will be no outstanding options to purchase any shares of stock of MEMPHIS.

Covenants and Representations. Pledgor agrees not to knowingly take no any action which would adversely affect the value of the Collateral or which would encumber, dilute or cloud Pledgor’s 's title or interest therein. Pledgor shall not do any of makes the following without Secured Party’s prior written consentrepresentations, warranties, and covenants: (a) Pledgor is and will continue to be the owner of the Collateral, free of any liens, security interests or assignments other than the security interest created by this Agreement; (b) Pledgor shall deliver to Secured Party and Secured Party shall retain physical possession of all stock certificates and other instruments and documents representing or evidencing any of the Collateral, which stock certificates shall be duly endorsed in blank; (c) Pledgor will not modify or amend the instruments or documents constituting the Collateral Collateral, except as required by law, court order, or regulation, or make any compromise, adjustment, settlement or termination in connection therewith; (d) Pledgor will at all times defend the Collateral against any and all claims of any person, adverse to the claims of Secured Party upon Secured Party's request; (e) upon the occurrence of an Event of Default (as defined in paragraph 5 hereof and which is continuing) Pledgor will accept no payments, distributions or dividends on the Collateral and shall remit to Secured Party any payment or distribution received; (f) the execution and delivery of this Agreement, and the performance of its terms, will not result in any violation of or constitute a default under the terms of any Agreement, or other instrument, license, judgment, order, statute, ordinance or other governmental rule or regulation applicable to the Pledgor or the Collateral; (g) upon its execution and delivery, this Agreement shall create an enforceable and valid lien in the Collateral; (h) Pledgor has the full power and authority to enter into this Agreement, and the persons executing this Agreement on behalf of Pledgor have been duly authorized to act on behalf of Pledgor in the execution hereof; (ig) other than Pledgor, there are no parties who assert any type of ownership interest whatsoever in the Shares; (jh) other than this Agreement, there are no agreements which impose any conditions or restrictions on the Shares; (ki) all of the Shares have been duly authorized, validly issued and are fully paid and non-assessable; (I) the granting by Pledgor to Secured Party of the security interest in the Collateral as evidenced by this Agreement complies with all applicable federal and state securities laws or qualifies for an exemption from such registration; and (mj) Pledgor, as stockholder, owner, part owner, director, corporate officer, or in any other capacity, shall not vote for, ratify, accept, accede to, or approve any proposed transaction concerning the Collateral which would have an a material adverse effect on the rights of Secured Party hereunder; and (k) The Shares represent one hundred percent (100%) of the issued and outstanding stock of AMPRO, and there are no agreements in effect which require or obligate AMPRO to issue any additional shares of stock of AMPRO and there are no outstanding options to purchase any shares of stock of AMPRO. There will be no agreements in effect which require or obligate AMPRO to issue any additional shares of stock of AMPRO and there will be no outstanding options to purchase any shares of stock of AMPRO.

Covenants and Representations. Pledgor agrees to take no action which would adversely affect the value of the Collateral or which would encumber, dilute or cloud Pledgor’s 's title or interest therein. Pledgor shall not do any of represents and agrees to the following without Secured Party’s prior written consentfollowing: (a) Pledgor is and will continue to be the owner of the Collateral, free of any liens, security interests or assignments other than the security interest created by this Agreement; (b) Pledgor shall deliver to Secured Party and Secured Party shall retain physical possession of all stock certificates and other instruments and documents representing or evidencing any of the Collateral, which stock certificates shall be duly endorsed in blank; (c) Pledgor will not modify or amend the instruments or documents constituting the Collateral or make any compromise, adjustment, settlement or termination in connection therewith; (d) Pledgor will at all times defend the Collateral against any and all claims of any person, adverse to the claims of Secured Party; (e) upon the occurrence of an Event of Default Pledgor will accept no payments, distributions or dividends on the Collateral and shall remit to Secured Party any payment or distribution received; (f) the execution and delivery of this Agreement, and the performance of its terms, will not result in any violation of or constitute a default under the terms of any Agreementagreement, or other instrument, license, judgment, order, statute, ordinance or other governmental rule or regulation applicable to the Pledgor or the Collateral; (g) upon its execution and delivery, this Agreement shall create an enforceable and valid lien in the Collateral; (h) Pledgor has the full power and authority to enter into this Agreement, and the persons executing this Agreement on behalf of Pledgor have been duly authorized to act on behalf of Pledgor in the execution hereof; (i) other than Pledgor, there are no parties who assert any type of ownership interest whatsoever in the Duck Shares; (j) other than this Agreement, there are no agreements which impose any conditions or restrictions on the Duck Shares; (k) all of the Duck Shares have been duly authorized, validly issued and are fully paid and non-assessable; 2 3 (I1) the granting by Pledgor to Secured Party of or the security interest in the Collateral as evidenced by this Agreement complies with all applicable federal and state securities laws or qualifies for an exemption from such registration; and; (m) Pledgor, as stockholder, owner, part owner, director, corporate officer, or in any other capacity, shall not vote for, ratify, accept, accede to, or approve any proposed transaction concerning the Collateral which would have an adverse effect on the rights of Secured Party hereunder.; and

Covenants and Representations. Pledgor agrees not to knowingly take no any action which would adversely affect the value of the Collateral or which would encumber, dilute or cloud Pledgor’s 's title or interest therein. Pledgor shall not do any of makes the following without Secured Party’s prior written consentrepresentations, warranties, and covenants: (a) Pledgor is and will continue to be the owner of the Collateral, free of any liens, security interests or assignments other than the security interest created by this Agreement; (b) Pledgor shall deliver to Secured Party and Secured Party shall retain physical possession of all stock certificates and other instruments and documents representing or evidencing any of the Collateral, which stock certificates shall be duly endorsed in blank; (c) Pledgor will not modify or amend the instruments or documents constituting the Collateral Collateral, except as required by law, court order, or regulation, or make any compromise, adjustment, settlement or termination in connection therewith; (d) Pledgor will at all times defend the Collateral against any and all claims of any person, adverse to the claims of Secured Party upon Secured Party's request; (e) upon the occurrence of an Event of Default (as defined in paragraph 5 hereof and which is continuing) Pledgor will accept no payments, distributions or dividends on the Collateral and shall remit to Secured Party any payment or distribution received; (f) the execution and delivery of this Agreement, and the performance of its terms, will not result in any violation of or constitute a default under the terms of any Agreement, or other instrument, license, judgment, order, statute, ordinance or other governmental rule or regulation applicable to the Pledgor or the Collateral; (g) upon its execution and delivery, this Agreement shall create an enforceable and valid lien in the Collateral; (h) Pledgor has the full power and authority to enter into this Agreement, and the persons executing this Agreement on behalf of Pledgor have been duly authorized to act on behalf of Pledgor in the execution hereof; (ig) other than Pledgor, there are no parties who assert any type of ownership interest whatsoever in the Shares; (jh) other than this Agreement, there are no agreements which impose any conditions or restrictions on the Shares; (ki) all of the Shares have been duly authorized, validly issued and are fully paid and non-assessable; (I) the granting by Pledgor to Secured Party of the security interest in the Collateral as evidenced by this Agreement complies with all applicable federal and state securities laws or qualifies for an exemption from such registration; and (m) Pledgor, as stockholder, owner, part owner, director, corporate officer, or in any other capacity, shall not vote for, ratify, accept, accede to, or approve any proposed transaction concerning the Collateral which would have an adverse effect on the rights of Secured Party hereunder.

Covenants and Representations. Pledgor agrees not to knowingly take no any action which would adversely affect the value of the Collateral or which would encumber, dilute or cloud Pledgor’s 's title or interest therein, other than the grant of a first priority lien on the collateral granted to Norwest for the benefit of the Holders. Pledgor shall not do any of makes the following without Secured Party’s prior written consentrepresentations, warranties, and covenants: (a) Pledgor is and will continue to be the owner of the Collateral, free of any liens, security interests or assignments other than the security interest created by this AgreementAgreement and the prior lien of Norwest; (b) Pledgor shall deliver to Secured Party Norwest and Secured Party Norwest shall retain physical possession of all stock certificates and other instruments and documents representing or evidencing any of the CollateralCollateral ("Stock Certificates"), which stock certificates Stock Certificates shall be duly endorsed in blankblank until such time as the obligations under the Indenture are satisfied in full, at which time Norwest shall deliver the Stock Certificates to the Secured Party, which Stock Certificates shall be duly endorsed in blank until such time as the obligations under the Note are satisfied in full, at which time the Stock Certificates shall be returned to the Pledgor; (c) Pledgor will not modify or amend the instruments or documents constituting the Collateral Collateral, except as required by law, court order, or regulation, or make any compromise, adjustment, settlement or termination in connection therewith; (d) Pledgor will at all times defend the Collateral against any and all claims of any person, adverse to the claims of Norwest or Secured Party upon either of Norwest's or Secured Party's request; (e) upon the occurrence of an Event of Default (as defined in paragraph 5 hereof and which is continuing) Pledgor will accept no payments, distributions or dividends on the Collateral and shall remit to Secured Party any payment or distribution received; (f) the execution and delivery of this Agreement, and the performance of its terms, will not result in any violation of or constitute a default under the terms of any Agreement, or other instrument, license, judgment, order, statute, ordinance or other governmental rule or regulation applicable subject to the Pledgor prior right of Norwest to receive such payment or the Collateraldistribution; (g) upon its execution and delivery, this Agreement shall create an enforceable and valid lien in the Collateral; (h) Pledgor has the full power and authority to enter into this Agreement, and the persons executing this Agreement on behalf of Pledgor have been duly authorized to act on behalf of Pledgor in the execution hereof; (i) other than Pledgor, there are no parties who assert any type of ownership interest whatsoever in the Shares; (j) other than this Agreement, there are no agreements which impose any conditions or restrictions on the Shares; (k) all of the Shares have been duly authorized, validly issued and are fully paid and non-assessable; (I) the granting by Pledgor to Secured Party of the security interest in the Collateral as evidenced by this Agreement complies with all applicable federal and state securities laws or qualifies for an exemption from such registration; and (m) Pledgor, as stockholder, owner, part owner, director, corporate officer, or in any other capacity, shall not vote for, ratify, accept, accede to, or approve any proposed transaction concerning the Collateral which would have an adverse effect on the rights of Secured Party hereunder.

Covenants and Representations. Pledgor agrees not to knowingly take no any action which would adversely affect the value of the Collateral or which would encumber, dilute or cloud Pledgor’s 's title or interest therein. Pledgor shall not do any of makes the following without Secured Party’s prior written consentrepresentations, warranties, and covenants: (a) Pledgor is and will continue to be the owner of the Collateral, free of any liens, security interests or assignments other than the security interest created by this Agreement; (b) Pledgor shall deliver to Secured Party and Secured Party shall retain physical possession of all stock certificates and other instruments and documents representing or evidencing any of the Collateral, which stock certificates shall be duly endorsed in blank; (c) Pledgor will not modify or amend the instruments or documents constituting the Collateral Collateral, except as required by law, court order, or regulation, or make any compromise, adjustment, settlement or termination in connection therewith; (d) Pledgor will at all times defend the Collateral against any and all claims of any person, adverse to the claims of Secured Party upon Secured Party's request; (e) upon the occurrence of an Event of Default (as defined in paragraph 5 hereof and which is continuing) Pledgor will accept no payments, distributions or dividends on the Collateral and shall remit to Secured Party any payment or distribution received; (f) the execution and delivery of this Agreement, and the performance of its terms, will not result in any violation of or constitute a default under the terms of any Agreement, or other instrument, license, judgment, order, statute, ordinance or other governmental rule or regulation applicable to the Pledgor or the Collateral; (g) upon its execution and delivery, this Agreement shall create an enforceable and valid lien in the Collateral; (h) Pledgor has the full power and authority to enter into this Agreement, and the persons executing this Agreement on behalf of Pledgor have been duly authorized to act on behalf of Pledgor in the execution hereof; (ig) other than Pledgor, there are no parties who assert any type of ownership interest whatsoever in the Shares; (jh) other than this Agreement, there are no agreements which impose any conditions or restrictions on the Shares; 2 3 (ki) all of the Shares have been duly authorized, validly issued and are fully paid and non-assessable; (I) the granting by Pledgor to Secured Party of the security interest in the Collateral as evidenced by this Agreement complies with all applicable federal and state securities laws or qualifies for an exemption from such registration; and (mj) Pledgor, as stockholder, owner, part owner, director, corporate officer, or in any other capacity, shall not vote for, ratify, accept, accede to, or approve any proposed transaction concerning the Collateral which would have an a material adverse effect on the rights of Secured Party hereunder; and (k) The Shares represent one hundred percent (100%) of the issued and outstanding stock of APHI, and there are no agreements in effect which require or obligate APHI to issue any additional shares of stock of APHI and there are no outstanding options to purchase any shares of stock of APHI. There will be no agreements in effect which require or obligate APHI to issue any additional shares of stock of APHI and there will be no outstanding options to purchase any shares of stock of APHI.