Covenants of Pledgor Sample Clauses
The "Covenants of Pledgor" clause sets out the ongoing promises and obligations that the pledgor (the party providing collateral) must fulfill during the term of a pledge or security agreement. Typically, these covenants require the pledgor to maintain the collateral in good condition, refrain from actions that could diminish its value, and provide necessary information or access to the secured party. For example, the pledgor may be required to insure the collateral or not sell or transfer it without consent. The core function of this clause is to protect the secured party’s interest in the collateral by ensuring its value and enforceability are preserved throughout the agreement.
Covenants of Pledgor. Pledgor hereby covenants and agrees as follows:
(a) To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral, and to defend, at its sole expense, the title to the Collateral and any part of the Collateral;
(b) To cooperate fully with Lender’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as Lender may in good faith direct;
(c) To cause Company to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Collateral;
(d) To deliver and deposit with the Lender immediately upon the execution and delivery of this Agreement in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Ownership Interests or other Collateral, and to execute and deliver to Lender one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to Lender, pursuant to which Pledgor assigns, in blank, all Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Lender as part of the Collateral.
(e) To deliver immediately to Lender any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and to execute and deliver to Lender one or more Transfer Powers, which such Transfer Powers shall be held by Lender as part of the Collateral;
(f) To execute and deliver to Lender such financing statements as Lender may request with respect to the Ownership Interests, and to take such other steps as Lender may from time to time reasonably request to perfect Lender’s security interest in the Ownership Interests under applicable law;
(g) Not to sell, discount, allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of the Collateral or any part of the Collateral, except for Permitted Encumbrances (as defined in the NWP Agreement);
(h) After an Event of Default under the Financing Documents (including but not limited to this Agreement), not to receive any dividend or distribution or other benefit with respect to Company, and not to vote, consent, waive or ratify any action taken, that would in any such case violate or be inconsistent with any of the terms and provisions of this Agreement, or any of the Finan...
Covenants of Pledgor. Each Pledgor hereby jointly and severally covenants as follows that from and after the date hereof:
(a) Without the prior written consent of Secured Party, no Pledgor shall, either directly or indirectly, mortgage, sell, dispose of (whether directly or indirectly), hypothecate, pledge, create a security interest or lien upon, encumber, give or place in trust, any of the Merchant Accounts owned by Pledgor, or any other Collateral owned by such Pledgor, until the date on which all of the Secured Obligations have been fully and indefeasibly paid in full and otherwise performed.
(b) Each Pledgor shall defend, at Pledgors’ cost, Secured Party’s security interest in and to the Merchant Accounts or any other Collateral as applicable, against all Persons and against all claims and demands whatsoever.
(c) Each Pledgor shall promptly notify Secured Party, in writing, of the imposition at any time of any claim, option, lien or encumbrance upon or against all or any portion of the Merchant Accounts and/or any other Collateral.
(d) Each Pledgor shall, on Secured Party’s demand, furnish further reasonable assurance of its title with respect to the Merchant Accounts, or any other Collateral, execute any written agreement or do any other act reasonably necessary to effectuate the purposes and provisions of this Pledge Agreement and execute any instrument or statement required by law or otherwise in order to perfect, continue or terminate the security interest of Secured Party in the Merchant Accounts and the other Collateral.
(e) Each Pledgor shall promptly provide Secured Party with true and complete copies of any amendment or supplement to, or waiver under, its organizational documents.
(f) Each Pledgor shall promptly (i) notify Secured Party of any notice from any Merchant Bank regarding any change to the Collateral and/or Merchant Accounts, and (ii) provide Secured Party with true and complete copies of any correspondence from any Merchant Bank related thereto.
4.2. In no event shall any Pledgor do or permit to be done, or omit to do or permit the omission of, any act or thing, the doing or omission of which, would impair (i) the validity, enforceability, perfection or priority of the security interests granted herein, or (ii) the value of the Collateral, or (iii) the ability of Secured Party to realize upon its remedies provided in this Pledge Agreement or under the Code.
4.3. Upon the occurrence and during the continuance of an Event of Default under the Note, all P...
Covenants of Pledgor. 6.1 During the term of this Agreement, Pledgor covenants to Pledgee as follows:
6.1.1 Except for the transfer of the Equity Interest by Pledgor, Pledgee and the Company as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgor, Pledgee and the Company, Pledgor shall not transfer or assign the Equity Interest or create or permit to be created any pledge which may have an adverse affect on the rights or benefits of Pledgee without prior written consent from Pledgee.
6.1.2 Pledgor shall comply with all laws and regulations with respect to the right of Pledge, present Pledgee any notices, orders or suggestions relating to the Pledge issued or made by a relevant authority after receiving such notices, orders or suggestions and comply with such notices, orders or suggestions or object to the foregoing matters at the reasonable request of Pledgee or with the written consent of Pledgee.
6.1.3 Pledgor shall timely notify Pledgee of any events or the receipt of any notice which may affect the Equity Interest or any part of its right, which may change any of Pledgor’s covenants and obligations under this Agreement or which may affect Pledgor’s performance of its obligations under this Agreement.
6.2 Pledgor agrees that Pledgee’s right to exercise the Pledge shall not be suspended or hampered through any legal procedure instituted by Pledgor, any successors of Pledgor or any person authorized by Pledgor.
6.3 Pledgor warrants to execute in good faith and cause other parties who may have any interest in the Pledge to execute all title certificates, contracts or other documents, and/or perform and cause other parties who have interests to take action as required by Pledgee and provide access to exercise the rights and authorization vested in Pledgee under this Agreement, and execute all the documents with respect to the Equity Interest and promptly provide all the notices, orders and decisions related to the Equity Interest and deemed necessary by Pledgee to Pledgee within a reasonable time.
6.4 Pledgor warrants that it will comply with and perform all the guarantees, covenants, agreements, representations and conditions hereunder for the benefit of Pledgee. Pledgor shall compensate Pledgee for all losses suffered in the event that Pledgor does not fully perform its guarantees, covenants, agreements, representations or conditions hereunder and causes any damage to Pledgee.
Covenants of Pledgor. Pledgor covenants and agrees that so long as any amounts due to Pledgee pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an Interest is held by Pledgor to conform with (a) — (h) below, by exercising Pledgor’s voting rights and management rights in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in its sole discretion:
(a) To permit Pledgee, or its representatives, upon reasonable notice given by Pledgee, to review the books and records of the entity in which an Interest is held by Pledgor.
(b) Within thirty (30) days following the close of each monthly accounting period and within sixty (60) days following the close of each fiscal year, Pledgor will provide Pledgee with copies of the entities’ (in which an Interest is held by Pledgor) financial statements showing the results of operations for such period and a balance sheet as of the last day of such period. Such financial statements shall be the same as those used by the entities’ management and shall be prepared by such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent with such entities’ past practices.
(c) Pledgor will not consent to allow the entity in which an Interest is held by Pledgor, directly or indirectly, to sell, transfer, or otherwise dispose of all or substantially all of its properties or assets, or consolidate with, merge or liquidate into, any other corporation or entity, or permit any other corporation or entity, to consolidate with, merge, or liquidate into such entity.
(d) Pledgor will use Pledgor’s best efforts to cause the entity in which an Interest is held by Pledgor to maintain, with financially sound and reputable insurers, insurance with respect to its business and properties against loss and damage of the kinds customarily insured against by corporations of established reputation engaged in the same or similar business and similarly situated and in amounts of not less than the full replacement value for property damage.
(e) Pledgor will use its best efforts to cause the entity in which an Interest is held by Pledgor to pay or cause to be paid all taxes, assessments and other governmental charges levied upon any of its properties or assets or in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unl...
Covenants of Pledgor. (a) Pledgor shall not sell, transfer, assign or otherwise dispose of any of the Pledged Securities or any interest therein without obtaining the prior written consent of Secured Party and shall keep the Pledged Securities free of all security interests or other encumbrances except the lien and security interests granted herein.
(b) Pledgor shall pay when due all taxes, assessments, expenses and other charges which may be levied or assessed against the Pledged Securities. If Pledgor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Pledged Securities free from other security interests, encumbrances or claims, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same or to so perform and such amounts paid by Secured Party shall be included in the Obligations.
(c) Pledgor shall give Secured Party immediate written notice of any change in Pledgor’s name as set forth above and of any change in the location of Pledgor’s chief executive office.
(d) Pledgor, at its cost and expense, shall protect and defend the Pledged Securities, this Agreement and all of the rights of Secured Party hereunder against all claims and demands of other parties. Pledgor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Pledged Securities. Pledgor shall promptly notify Secured Party of any levy, distraint or other seizure, by legal process or otherwise, of all or any part of the Pledged Securities and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
(e) Immediately upon demand by Secured Party, Pledgor shall execute and deliver to Secured Party such other and additional applications, acceptances, stock powers, authorizations, irrevocable proxies, dividend and other orders, chattel paper, instruments or other evidences of payment, stock pledges and pledges of ownership interests governed under laws other than Florida law and such other documents as Secured Party may reasonably request to secure to Secured Party the rights, powers and authorities intended to be conferred upon Secured Party by this Agreement and to pledge the ownership interests in all Companies. All documents, instruments, assignments and endorsements by all parties including but not limited to Pledgor shall be in such form and substance as may be satisfactory to Secured Party.
Covenants of Pledgor. 4.01. Pledgor's Name, Legal Status, Locations. Without providing at least thirty (30) days' prior written notice to Secured Party, Pledgor shall not change (a) its name; (b) its type of organization, its jurisdiction of organization or other legal structure; or (c) its place of business or (if it has more than one place of business) its chief executive office or its mailing address.
Covenants of Pledgor. Pledgor shall:
(a) Perform each and every covenant in the Loan Documents applicable to Pledgor;
(b) At all times keep at least one complete set of its records concerning substantially all of the Pledged Collateral at its Chief Executive Office as set forth in Schedule B hereto, and not change the location of its Chief Executive Office or such records without giving Agent at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the terms of the Loan Agreement to be paid by any Issuer to Pledgor;
(d) Upon receipt by Pledgor of any material notice, report, or other communication from any of the Issuers or any Holder relating to all or any part of the Pledged Collateral, deliver such notice, report or other communication to Agent promptly, but in no event later than five (5) days following the receipt thereof by Pledgor; and
(e) Not permit any of the Issuers to: (i) authorize the amendment of or amend the Governing Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Equity Interests of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Equity Interests of such Issuer that is a general partnership, limited partnership or limited liability company.
Covenants of Pledgor. The Pledgor covenants and agrees as -------------------- follows:
Covenants of Pledgor. Pledgor hereby covenants and agrees as follows:
(a) To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral, and to defend, at its sole expense, the title to the Collateral and any part of the Collateral;
(b) To cooperate fully with Agent’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as Agent may in good faith direct;
(c) To cause Company to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Collateral and which reflect the lien of Agent on the Collateral;
(d) To deliver promptly (but in any event within 2 Business Days after issuance) to Agent any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and to execute and deliver to Agent one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to Agent, pursuant to which Pledgor assigns, in blank, all certificated Ownership Interests and other certificated Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Agent as part of the Collateral;
(e) To execute and deliver to the Agent such financing statements as the Agent may request with respect to the Ownership Interests, and to take such other steps as the Agent may from time to time reasonably request to perfect the Agent’s security interest in the Ownership Interests under applicable law;
(f) Not to sell, convey, assign, transfer or otherwise dispose of the Collateral or any part of the Collateral;
(g) After the occurrence and during the continuation of an Event of Default under the Note Documents (including but not limited to this Agreement), not to receive any dividend or distribution or other benefit with respect to Company, and not to vote, consent, waive or ratify any action taken, that would violate any of the terms and provisions of this Agreement, or any of the Note Documents or that would materially impair the position or interest of Agent in the Collateral or dilute the Ownership Interests pledged to Agent under this Agreement;
(h) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Collateral, other than liens in favor of Agent;
(i) That Pledgor will, upon obtaining ownership of any other Ownership Interests otherw...
Covenants of Pledgor. Pledgor covenants and agrees as follows:
4.1 Pledgor shall perform and comply with all obligations and conditions on its part to be performed hereunder, and as may be necessary to maintain, preserve, protect and perfect the Collateral and the lien granted to Trustee hereunder.
4.2 Pledgor shall promptly deliver to Trustee or its agents all originals of certificates and other documents, instruments and agreements evidencing the Stock which are now held or hereafter received by Pledgor, together with such blank stock powers executed by Pledgor as Trustee may request from time to time.
4.3 Pledgor shall, so long as any Obligations shall be outstanding, defend its title to the Collateral and the interest of Trustee in the Collateral pledged hereunder against the claims and demands of all other Persons.
4.4 Pledgor shall not directly or indirectly create, incur, assume or suffer to exist any Liens on or with respect to any part of the Collateral (other than the Lien created by this Agreement).
4.5 Pledgor will not file or authorize or permit to be filed in any jurisdiction any financing statements under the UCC or any like statement relating to the Collateral in which Trustee is not named as the sole secured party.
4.6 Except as permitted by the Indenture or this Agreement, Pledgor will not cause, suffer or permit the sale, assignment, conveyance or other transfer of all or any portion of Pledgor's ownership interest or interests in the Pledged Subsidiaries.