Delivery of the Pledged Collateral. Each Pledgor hereby agrees that: (a) Such Pledgor shall deliver to the Collateral Agent (i) simultaneously with or prior to the execution and delivery of this Pledge Agreement to the extent reasonably practical and otherwise within such timeframe following the date hereof as the Administrative Agent shall agree, all certificates representing the Pledged Shares of such Pledgor and (ii) within thirty (30) days (or up to ten (10) (or twenty (20) in the case of a pledge of Capital Stock of a Foreign Subsidiary) days later if the Administrative Agent or Collateral Agent, each in its sole discretion, shall agree thereto in writing) of the receipt thereof by or on behalf of a Pledgor, all other certificates and instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the Collateral Agent, all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Collateral Agent and the holders of the Obligations pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, in form reasonably acceptable to the Collateral Agent.
Appears in 4 contracts
Samples: Pledge Agreement (HSN, Inc.), Credit Agreement (HSN, Inc.), Pledge Agreement (HSN, Inc.)
Delivery of the Pledged Collateral. Each The Pledgor hereby agrees that:
(a) Such To the extent that Pledged Collateral is certificated, the Pledgor shall (subject to the provisions of Section 7.14 of the Credit Agreement) deliver to the Collateral Agent (i) simultaneously with or prior to the execution and delivery of this Pledge Agreement to the extent reasonably practical and otherwise within such timeframe following the date hereof as the Administrative Agent shall agreeAgreement, all certificates representing the Pledged Shares of such the Pledgor and (ii) within thirty (30) days (or up to ten (10) (or twenty (20) in the case of a pledge of Capital Stock of a Foreign Subsidiary) days later if the Administrative Agent or Collateral Agent, each in its sole discretion, shall agree thereto in writing) of promptly upon the receipt thereof by or on behalf of a the Pledgor, all other certificates and instruments constituting Pledged Collateral of a the Pledgor. The Collateral Agent hereby acknowledges that the certificate representing the Pledged Shares of the Pledgor as of the date hereof was previously delivered to its counsel in connection with the Existing Pledge Agreement. Prior to delivery to the Collateral Agent, all such certificates and instruments constituting Pledged Collateral of a the Pledgor shall be held in trust by such the Pledgor for the benefit of the Collateral Agent and the holders of the Obligations pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form reasonably acceptable to the Collateral Agentprovided in Exhibit 4(a) attached hereto.
Appears in 3 contracts
Samples: Canadian Pledge Agreement (Armstrong World Industries Inc), Canadian Pledge Agreement (Armstrong World Industries Inc), Canadian Pledge Agreement (Armstrong World Industries Inc)
Delivery of the Pledged Collateral. Each Pledgor hereby agrees that:
(a) Such Each Pledgor shall deliver to the Administrative Agent (or with respect to any ABL Priority Collateral, to the ABL Collateral Agent Agent)
(i) simultaneously with or prior to the execution and delivery of this Pledge Agreement to the extent reasonably practical and otherwise within such timeframe following the date hereof as the Administrative Agent shall agreeAgreement, all certificates representing the Pledged Shares of such Pledgor in existence on the Closing Date, each of which is set forth on Schedule 2(a) and (ii) promptly (and in any event within thirty (30) days (or up to ten (10) (Business Days or twenty (20such later date as agreed by Administrative Agent) in the case of a pledge of Capital Stock of a Foreign Subsidiary) days later if the Administrative Agent or Collateral Agent, each in its sole discretion, shall agree thereto in writing) of upon the receipt thereof by or on behalf of a Pledgor, all other certificates and instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the Administrative Agent (or with respect to any ABL Priority Collateral, to the ABL Collateral Agent), all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Collateral Agent and the holders of the Secured Obligations pursuant hereto. All such certificates shall be delivered to the Administrative Agent (or with respect to any ABL Priority Collateral, to the ABL Collateral Agent) in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form reasonably acceptable to the Collateral Agentprovided in Schedule 4(a) attached hereto.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Ardent Health Partners, LLC)
Delivery of the Pledged Collateral. (i) Each Pledgor hereby Obligor agrees that:
to deliver or cause to be delivered to Agent any and all Pledged Collateral at any time owned by such Obligor promptly following the acquisition thereof by such Obligor to the extent that such Pledged Collateral is either (a) Such Pledgor shall deliver to the Collateral Agent certificated Pledged Equity Interests or (i) simultaneously with or prior to the execution and delivery of this Pledge Agreement to the extent reasonably practical and otherwise within such timeframe following the date hereof as the Administrative Agent shall agree, all certificates representing the Pledged Shares of such Pledgor and (ii) within thirty (30) days (or up to ten (10) (or twenty (20b) in the case of a pledge of Capital Stock of a Foreign Subsidiary) days later if the Administrative Agent or Collateral AgentPledged Debt Securities, each in its sole discretion, shall agree thereto in writingrequired to be delivered pursuant to paragraph (ii) of this Section 7.4.2.
(ii) All Debt (other than Debt that has a principal amount of less than $10,000,000 individually and in the receipt thereof aggregate) owing to any Obligor that is evidenced by (a) a promissory note or on behalf (b) other Instrument of which a Pledgor, all other certificates Senior Officer is aware shall be promptly pledged and instruments constituting Pledged Collateral of a Pledgor. Prior delivered to Agent pursuant to the terms hereof.
(iii) Upon delivery to the Collateral AgentAgent at such time, all such certificates and instruments constituting (a) any certificated Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Collateral Agent and the holders of the Obligations pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or Equity Interests shall be accompanied by undated stock powers duly executed by the applicable Obligor in blank or other instruments of transfer or assignment in blank, in form reasonably acceptable satisfactory to Agent and by such other instruments and documents as Agent may reasonably request and (b) all other property comprising part of the Pledged Collateral Agent.shall be accompanied by undated proper instruments of assignment
Appears in 1 contract
Samples: Loan and Security Agreement (Summit Midstream Partners, LP)
Delivery of the Pledged Collateral. Each Pledgor hereby agrees that:
(a) Such Each Pledgor shall deliver to the Collateral Agent (or with respect to any Term Priority Collateral, to the Term Loan Administrative Agent)
(i) simultaneously with or prior to the execution and delivery of this Pledge Agreement to the extent reasonably practical and otherwise within such timeframe following the date hereof as the Administrative Agent shall agreeAgreement, all certificates representing the Pledged Shares of such Pledgor in existence on the Closing Date, each of which is set forth on Schedule 2(a) and (ii) promptly (and in any event within thirty (30) days (or up to ten (10) (Business Days or twenty (20) in the case of a pledge of Capital Stock of a Foreign Subsidiary) days such later if the Administrative Agent or date as agreed by Collateral Agent, each in its sole discretion, shall agree thereto in writing) of upon the receipt thereof by or on behalf of a Pledgor, all other certificates and instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the Collateral Agent (or with respect to any Term Priority Collateral, to the Term Loan Administrative Agent), all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Collateral Agent and the holders of the Secured Obligations pursuant hereto. All such certificates shall be delivered to the Collateral Agent (or with respect to any Term Priority Collateral, to the Term Loan Administrative Agent) in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form reasonably acceptable to the Collateral Agentprovided in Schedule 4(a) attached hereto.
Appears in 1 contract
Delivery of the Pledged Collateral. Each Pledgor hereby agrees that:
(a) Such Pledgor shall deliver to the Collateral Agent (i) simultaneously with or prior to the execution and delivery of this Pledge Agreement Agreement, all certificates, if any, representing the Pledged Shares of such Pledgor (to the extent reasonably practical and otherwise within such timeframe following the date hereof as the Administrative Agent shall agree, all certificates representing the Pledged Shares of such Pledgor are not already in the possession of the Collateral Agent) and (ii) within thirty (30) days (or up to ten (10) (or twenty (20) in the case of a pledge of Capital Stock of a Foreign Subsidiary) days later if the Administrative Agent or Collateral Agent, each in its sole discretion, shall agree thereto in writing) of promptly upon the receipt thereof by or on behalf of a such Pledgor, all other certificates and instruments constituting Pledged Collateral of a such Pledgor; provided that, prior to the discharge of the Convertible Notes, such Pledgor shall not be required to deliver any such certificate or instrument with respect to the Company and its Subsidiaries to the Collateral Agent pursuant to this Section 4(a) to the extent such certificate or instrument is in the possession of the Convertible Notes Agent. Prior to delivery to the Collateral Agent, all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Collateral Agent and the holders of the Secured Obligations pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form reasonably acceptable to the Collateral Agentprovided in Exhibit 4(a) attached hereto.
Appears in 1 contract
Delivery of the Pledged Collateral. Each Pledgor hereby agrees that:
(a) Such Each Pledgor shall deliver to the Collateral Administrative Agent (i) simultaneously with or prior to the execution and delivery of this Pledge Agreement to the extent reasonably practical and otherwise within such timeframe following the date hereof as the Administrative Agent shall agreeAgreement, all certificates representing the Pledged Shares of such Pledgor and (ii) within thirty (30) days (or up to ten (10) (or twenty (20) in the case of a pledge of Capital Stock of a Foreign Subsidiary) days later if the Administrative Agent or Collateral Agent, each in its sole discretion, shall agree thereto in writing) of promptly upon the receipt thereof by or on behalf of a Pledgor, all other certificates and instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the Collateral Administrative Agent, all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Collateral Administrative Agent and the holders of the Obligations pursuant hereto; provided that the certificates representing the Capital Stock issued by FTI Consulting Technology (Sydney) Pty Ltd shall not be required to be delivered to the Administrative Agent until the date that is 60 days after the date hereof. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, in a form reasonably acceptable to the Collateral Administrative Agent.
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