LIABILITY TO PERFORM AND FURTHER ASSURANCES. (a) Notwithstanding anything to the contrary contained in this Pledge Agreement, the Pledgor shall remain liable to observe and perform all of the conditions and obligations assumed by it in respect of the Pledged Assets and the Collateral Agent shall be under no obligation or liability by reason of or arising out of this Pledge Agreement. The Collateral Agent shall not be required in any manner to perform or fulfil any obligations of the Pledgor in respect of the Pledged Assets, or to make any payment, or to make any enquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which it may have been or to which it may be entitled hereunder at any time. (b) The Pledgor shall at its own expense promptly and duly execute and do all such assurances, acts and things as the Collateral Agent may reasonably require as being necessary for perfecting or protecting all or any of the rights, powers, authorities and discretions which are for the time being exercisable by the Collateral Agent under this Pledge Agreement in relation to the Pledged Assets for facilitating the enforcement of any such rights or any part thereof and in the exercise of all powers, authorities and discretions vested in the Collateral Agent. To that effect, the Pledgor shall in particular execute all documents or instruments and give all notices, orders and directions and make all registrations which the Collateral Agent may reasonably think expedient.
Appears in 4 contracts
Samples: Share Pledge Agreement (Graftech International LTD), Share Pledge Agreement (Graftech International LTD), Share Pledge Agreement (Graftech International LTD)
LIABILITY TO PERFORM AND FURTHER ASSURANCES. (a) Notwithstanding It is expressly agreed that, notwithstanding anything to the contrary contained in this Pledge Agreement, the Pledgor shall remain liable to observe and perform all of the conditions and obligations assumed by it in respect of the Pledged Assets Shares and the Collateral Agent Pledgee shall be under no obligation or liability by reason of or arising out of this Pledge Agreement. The Collateral Agent Pledgee shall not be required in any manner to perform or fulfil any obligations of the Pledgor in respect of the Pledged AssetsShares, or to make any payment, or to make any enquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which it may have been or to which it may be entitled hereunder at any time.
(b) The Pledgor shall and the Company shall, upon the written request of the Pledgee, each at its own expense expense, promptly and duly execute and do perform all such assurances, acts and things as the Collateral Agent Pledgee may reasonably require as being necessary for perfecting or protecting all or any of the rights, powers, authorities and discretions which are for the time being exercisable by the Collateral Agent Pledgee under this Pledge Agreement in relation to the Pledged Assets Shares for facilitating the enforcement of any such rights or any part thereof and in the exercise of all powers, authorities and discretions vested in the Collateral AgentPledgee. To that effect, the Pledgor and the Company shall in particular promptly execute all documents or instruments and give all notices, orders and directions and make all registrations which the Collateral Agent Pledgee may reasonably think expedient.
Appears in 3 contracts
Samples: Restatement Agreement (Constellation Brands, Inc.), Restatement Agreement (Constellation Brands, Inc.), Credit Agreement (Constellation Brands, Inc.)
LIABILITY TO PERFORM AND FURTHER ASSURANCES. (a) Notwithstanding It is expressly agreed that, notwithstanding anything to the contrary contained in this Pledge Agreement, the Pledgor shall remain liable to observe and perform all of the conditions and obligations assumed by it in respect of the Pledged Assets PECs and the Collateral Agent Pledgee shall be under no obligation or liability by reason of or arising out of this Pledge AgreementAgreement save for any liability arising from the gross negligence or wilful default or misconduct of the Pledgee. The Collateral Agent Pledgee shall not be required in any manner to perform or fulfil any obligations of the Pledgor in respect of the Pledged AssetsPECs, or to make any payment, or to make any enquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which it may have been or to which it may be entitled hereunder at any time.
(b) The Pledgor shall at its own expense promptly and duly execute and do perform all such assurances, acts and things as the Collateral Agent Pledgee may reasonably require as being necessary for perfecting or protecting all or any of the rights, powers, authorities and discretions which are for the time being exercisable by the Collateral Agent Pledgee under this Pledge Agreement in relation to the Pledged Assets PECs for facilitating the enforcement of any such rights or any part thereof and in the exercise of all powers, authorities and discretions vested in the Collateral AgentPledgee. To that effect, the Pledgor shall in particular promptly execute all documents or instruments and give all notices, orders and directions and make all registrations which the Collateral Agent Pledgee may reasonably think expedient.
Appears in 3 contracts
Samples: Restatement Agreement (Constellation Brands, Inc.), Restatement Agreement (Constellation Brands, Inc.), Credit Agreement (Constellation Brands, Inc.)
LIABILITY TO PERFORM AND FURTHER ASSURANCES. (a) Notwithstanding It is expressly agreed that, notwithstanding anything to the contrary contained in this Pledge Agreement, the Pledgor shall remain liable to observe and perform all of the conditions and obligations assumed by it in respect of the Pledged Assets Shares and the Collateral Agent Pledgee shall be under no obligation or liability by reason of or arising out of this Pledge Agreement. The Collateral Agent Pledgee shall not be required in any manner to perform or fulfil any obligations of the Pledgor in respect of the Pledged AssetsShares, or to make any payment, or to make any enquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which it may have been or to which it may be entitled hereunder at any time.
(b) The Pledgor shall at its own expense promptly and duly execute and do all such assurances, acts and things as the Collateral Agent Pledgee may reasonably require as being necessary for perfecting or protecting all or any of the rights, powers, authorities and discretions which are for the time being exercisable by the Collateral Agent Pledgee under this Pledge Agreement in relation to the Pledged Assets Shares for facilitating the enforcement of any such rights or any part thereof and in the exercise of all powers, authorities and discretions vested in the Collateral AgentPledgee. To that effect, the Pledgor shall in particular execute all documents or instruments and give all notices, orders and directions and make all registrations which the Collateral Agent Pledgee may reasonably think expedient.
Appears in 1 contract
Samples: Senior Secured Credit Facility Agreement (Pacific Drilling S.A.)