Common use of Movable Assets Clause in Contracts

Movable Assets. (a) The Pledgor is the sole legal and beneficial owner of the Movable Assets. (b) The Movable Assets are, at the moment of the Pledge becoming effective in accordance with Clause 3 (Effectiveness (Perfection) of Pledge) and at all times thereafter, freely transferrable (subject to the limitations under the Clause 6.9.1 f of the Shareholders’ Agreement and Clause 16.36 of the Sale and Lease Back Agreement, in each case in wording effective on the date of this Agreement) and are capable of being a subject of the Pledge without any restriction whatsoever and the Pledgor has not performed any act on the basis of which the transferability of the Movable Assets (subject to the limitations under the Clause 6.9.1 f of the Shareholders’ Agreement and Clause 16.36 of the Sale and Lease Back Agreement, in each case in wording effective on the date of this Agreement) and their capability to be a subject of the Pledge might become restricted. (c) The Movable Assets are free and clear of any Security (other than the Pledge), no contract or arrangement, conditional or unconditional, exists for the creation of any Security over the Movable Assets (other than under this Agreement) and the Pledgor is not aware of any circumstances that could permit creation of a Security over the Movable Assets (other than under this Agreement). (d) To the best knowledge and belief of the Pledgor (having made due and careful enquiry), no litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to adversely affect the Movable Assets have been started or threatened. (e) The Movable Assets are insured by renowned insurance companies in compliance with requirements set forth in the Facilities Agreement. (f) The Pledgee has been provided with all information in respect of the Movable Assets, which is, or might be necessary in connection with the creation, perfection and maintenance of the Pledge and with assessing the value and quality of the Pledge and of the Movable Assets and all such information is true, correct and complete. (g) Prior to the execution of this Agreement, the Pledgor handed over to the Pledgee the original or a certified copy of a hand-over protocol duly executed by the Pledgor and the Borrower pursuant to which the Movable Assets were handed over to the Borrower in the Slovak Republic. (h) All Movable Assets are and will be located at the territory of the Slovak Republic at the time of execution of this Agreement and at the time of the registration of the Pledge in the Register. (i) The Movable Assets are registered exclusively in the Slovak National Rolling Stock Registry.