Pledged Assets. Each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests ...
Pledged Assets. (a) Each Credit Party will cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries and 65% of the Capital Stock in each of its Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
Pledged Assets. (1) that number of shares of CCC Common Stock (the "Pledged ------- Shares") with a value, based on the Merger Price, equal to ------ fifteen percent (15%) of the Base Merger Consideration as the same may have been adjusted pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing the Stockholder's Pledged Assets;
(2) all securities hereafter delivered to the Stockholder with respect to or in substitution for the Stockholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event the Stockholder receives any such property, the Stockholder shall hold such property in trust for CCC and shall immediately deliver such property to CCC to be held hereunder as Pledged Assets; and
(3) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property.
ii. Each certificate, if any, evidencing the Stockholder's Pledged Assets issued in his name in the Merger shall be delivered to CCC directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCC's request. The Stockholder shall, at the Closing, deliver to CCC, for each such certificate, a stock power duly signed in blank by him. Any cash comprising the Stockholder's Pledged Assets shall be withheld by CCC from distribution to the Stockholder.
iii. The Stockholder shall be entitled to exercise any voting powers incident to the shares of CCC Common Stock constituting the Pledged Assets and to receive and retain all cash dividends paid thereon.
iv. The Pledged Assets shall be available to satisfy any post-Closing adjustment to the Merger Consideration pursuant to Section 3.1 and any indemnification obligations of the Stockholder pursuant to Article 10 until the date which is one year after the Effective Time (the "Release Date"). Promptly following the ------------ Release Date, CCC shall return or cause to be returned to the Stockholder the Pledged Assets, less Pledged Assets having an aggregate value equal to the amount of (i) any post-Closing adjustment to the Merger Consideration under Section 3.1, (ii) any pending claim for indemnification mad...
Pledged Assets. Each Credit Party will (i) cause all of its owned Property other than Excluded Property, and (ii) to the extent deemed to be material by the Agent or the Requisite Lender in its or their sole reasonable discretion, use commercially reasonable efforts to cause all of its leased Property other than Excluded Property, to be subject at all times to first priority, perfected and, in the case of owned real Property, title insured Liens in favor of the Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Agent shall reasonably request, subject in any case to Permitted Liens. In keeping with the requirements of the preceding sentence, each Credit Party will use commercially reasonable efforts to cause to be delivered to the Agent, with respect to any real Property acquired by such Person subsequent to the Closing Date and required by this Section 7.13 to be pledged to the Agent, such real property documents, instruments and other items, in form reasonably acceptable to the Agent, as the Agent shall reasonably request in order the provide the Agent with a first priority, perfected and title insured Lien in such real Property to secure the Credit Party Obligations. Without limiting the generality of the above, the Credit Parties will cause (i) 100% of the issued and outstanding Capital Stock of the Borrower, (ii) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (iii) 65% (or such greater percentage that, due to a change in an applicable Requirement of Law after the date hereof, (i) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (ii) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg.
Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg.
Section 1. 956-2(c)(2)) of each Foreign Subsidiary directly owned by the Parent or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the terms and condition...
Pledged Assets. Except as indicated on the related Mortgage Loan Schedule, no Mortgage Loan is subject to the Company’s pledged asset program;
Pledged Assets. 5 1.5 Shareholders' Representatives.......................................7 1.6
Pledged Assets. All accounts receivable, accounts, chattel paper, contracts, contract rights (including, without limitation, royalty agreements, license agreements and distribution agreements), documents, instruments, money, cash or cash equivalents, deposit accounts and general intangibles, including, without limitation, returns, repossessions, books and records relating thereto, equipment containing said books and records, computer hardware, furniture, and all investment property including securities and securities entitlements;
Pledged Assets. Each of the Company and the Guarantors shall:
Pledged Assets. (a) As collateral security for the payment of any Post-Closing adjustment to the Cash Purchase Price under Section 1.3, or any indemnification obligations of the Members or TLG Members pursuant to Article 8, the Members shall, and by execution hereof do, transfer to Xxxxxxx & Xxxxxxx, a Virginia professional corporation ("Escrow Agent"), $500,000 of the Cash Purchase Price (the "Pledged Assets").
(b) The Pledged Assets shall be held by the Escrow Agent pursuant to the terms and conditions set forth in the Escrow Agreement ("Escrow Agreement") dated as of the date hereof by and among Buyer, the Members, the TLG Members and the Escrow Agent.
(c) The Pledged Assets shall be available to satisfy any Post-Closing adjustment to the Cash Purchase Price pursuant to Section 1.3 and any indemnification obligations of the Members or TLG Members pursuant to Article 8, until May 31, 1999, (the "Release Date"). Promptly following the Release Date, subject to the specific terms and conditions of the Escrow Agreement, the Escrow Agent shall return or cause to be returned to the Members (in such proportions as directed by the Members' Representative) the Pledged Assets, less Pledged Assets having an aggregate value equal to the amount of (i) any Post-Closing adjustment to the Cash Purchase Price under Section 1.3 (including any Post-Closing adjustment to the Cash Purchase Price that is subject to dispute under the terms and conditions of Section 1.3), (ii) any pending claim for indemnification made by any Indemnified Party (as defined in Article 8), and (iii) any indemnification obligations of the Members pursuant to Article 8.
Pledged Assets. 3.2(a) Post-Closing Audit.................................................................3.1(b) Prime Rate.........................................................................2.3(b) Profit Sharing Plan...............................................................5.22(j) Proposed Numbers.................................................................. 3.1(c)
