Pledged Instruments. The “Pledged Instruments” shall mean (i) the Eligible Instruments listed on Schedule A and Schedule B of the Certificate of Pledged Collateral delivered on the Closing Date and (ii) the Eligible Instruments listed on Schedule A and Schedule B of any Certificate of Pledged Collateral delivered subsequent to the execution of this Pledge Agreement.
Pledged Instruments. Each Pledged Instrument and each document and instrument that secures or guarantees payment of such Pledged Instrument constitutes the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. As of March 31, 1999, the outstanding principal balance of the Intercompany Agreement, dated April 6, 1998, made by Xxxxxxx in favor of the Parent was not less than $395,000,000 and, as of the Fifth Amendment Effective Date, such Intercompany Agreement is not subject to any defense, counterclaim or offset whatsoever, other than the right to make repayments thereunder.";
Pledged Instruments. Each Pledged Instrument and each document and instrument that secures or guarantees payment of such Pledged Instrument constitutes the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Sunbeam Products, Inc. hereby represents and warrants that, as of the Fifth Amendment Effective Date, the outstanding principal balance on the Material Subsidiary Intercompany Agreement dated April, 1998, made by Xxxxxxx in favor of Sunbeam Products, Inc. was $0. Xxxxxxx Worldwide Corporation hereby represents that, as of the Fifth Amendment Effective Date, the outstanding principal balance on the Intercompany Agreement dated July 10, 1998, made by Xxxxxxx in favor of Xxxxxxx Worldwide Corporation was $0. Upon the request of the relevant Grantor, the Administrative Agent shall deliver promptly, after the Fifth Amendment Effective Date, each such Intercompany Agreement to such Grantor for cancellation.";
Pledged Instruments. 36 5.6 Litigation........................................................36 5.7 Title.............................................................36 5.8
Pledged Instruments. The Pledgor owns the Pledged Instruments; the pledged stock constitutes one hundred percent (100%) of the issued and outstanding capital stock of the respective issuers thereof; the pledged membership interests constitute fifty percent (50%) of the total membership interests of West Central Ohio Group, Ltd.; the pledged stock has been duly issued, is fully paid and non-assessable; and both the pledged stock and membership interests are free of all claims, security interests, liens, charges and encumbrances;
Pledged Instruments. Promissory Notes:
Pledged Instruments. So long as no Event of Default shall have occurred and be continuing, the respective Pledgors shall be permitted to exercise voting, consensual and other powers of ownership, if any, in respect of the respective Pledged Instruments and Pledged Stock, and the Lender shall execute and deliver to the respective Pledgors or cause to be executed and delivered to the respective Pledgors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Pledgors may reasonably request for the purpose of enabling the Pledgors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 3.01 (a); provided, that no vote shall be cast or other action taken by any Pledgor which would impair any of the Collateral or which would be inconsistent with or result in any violation of any provision of this Agreement or any of the other Loan Documents.
Pledged Instruments. The Bank shall have delivered to ELXSI stock certificates, promissory notes and other instruments representing any Pledged Property and held by the Bank in connection with the Group Security.
Pledged Instruments. Each Pledged Instrument and each document and instrument that secures or guarantees payment of such Pledged Instrument constitutes the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. As of the date of the grant of the Security Interests in any Pledged Instrument, such Pledged Instrument was not subject to any right of counterclaim or offset whatsoever.
Pledged Instruments. Original Principal Pledgor Issuer of Pledged Instrument Issue Date Amount -------------------------- -------------------------------------------------------------- Borrower UAG Atlanta II, Inc. May 1, 1996 $11,450,000 Borrower UAG Atlanta III, Inc. July 12, 1996 $11,000,000 Schedule II Pledged Interests Partnership Interest-Pledged Pledgor Partnership Hereunder ------------------------------------------------------------------------------- DPI Fair Hyundai Partnership 70% UAG Northeast Fair Hyundai Partnership 30% DPI Fair Chevrolet-Geo Partnership 70% UAG Northeast Fair Chevrolet-Geo Partnership 30% DPI Danbury Auto Partnership 70% UAG Northeast Danbury Auto Partnership 30% DPI Danbury Chrysler Plymouth Partnership 70% UAG Northeast Danbury Chrysler Plymouth Partnership 30% DPI HCT Xxxxxx Motors Partnership 70% Xxxxxx Toyota Xxxxxx Motors Partnership 30% DPI DiFeo Hyundai Partnership 70% UAG Northeast DiFeo Hyundai Partnership 30% DPI J&F Oldsmobile Partnership 70% UAG Northeast J&F Oldsmobile Partnership 30% DPI DiFeo Chevrolet-Geo Partnership 70% UAG Northeast DiFeo Chevrolet-Geo Partnership 30% DPI DiFeo Chrysler Plymouth Jeep Eagle 70% Partnership UAG Northeast DiFeo Chrysler Plymouth Jeep Eagle 30% Partnership DPI VIII OCT Partnership 70% Partnership Interest-Pledged Pledgor Partnership Hereunder ------------------------------------------------------------------------------- UAG Northeast OCT Partnership 30% DPI IX OCM Partnership 70% UAG Northeast OCM Partnership 30% DPI SCT Somerset Motors Partnership 70% Somerset Motors Somerset Motors Partnership 30% DPI DiFeo BMW Partnership 70% UAG Northeast DiFeo BMW Partnership 30% DPI RCT Country Auto Group Partnership 70% UAG Northeast (NY) Country Auto Group Partnership 30% DPI RCM Rockland Motors Partnership 70% UAG Northeast (NY) Rockland Motors Partnership 30% XX 0000 Agent Partnership 50% SK Motors 6725 Agent Partnership 50% UAG Texas Xxxxxxx Automotive, Ltd. 99% UAG Texas II Xxxxxxx Automotive, Ltd. 1% DPI DiFeo Leasing Partnership 70% UAG Northeast DiFeo Leasing Partnership 30% Schedule III UCC Filing Locations DEBTOR FILING LOCATIONS ------------------------------------------------------------------------------- United Auto Group, Inc. New York Secretary of State New York City Register DiFeo Partnership, Inc. New York Secretary of State New York City Register Rockland County Clerk New Jersey Secretary of State Xxxxxx County Clerk Ocean County Clerk Somerset County Clerk Bergen County Clerk Connectic...
