Pledgor’s Representations and Warranties. Each Pledgor represents and warrants to the Administrative Agent and the other Secured Parties as follows: (a) The Pledged Collateral (if any) applicable to such Pledgor listed on the attached Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable. (b) Such Pledgor is the legal and beneficial owner of the Pledged Collateral free and clear of any Lien or option, except for Liens permitted under clauses (a), (b), (c), (j) or (p) of Section 6.2 of the Credit Agreement. (c) (i) the Membership Interests listed on the attached Schedule 2.02(a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) (after giving effect to any supplements thereto but subject to the time periods specified in Section 5.6 or 5.7 of the Credit Agreement, as applicable, for the delivery of any such supplements) and all of the Equity Interest (if any) in such issuer in which the Pledgor has any ownership interest, and, except as set forth on Schedule 2.02(a), such Membership Interests are not represented by any certificate or instrument and are not “securities” governed by Article 8 of the UCC and (ii) except as set forth on Schedule 2.02(a), no Membership Interest (A) is dealt in or traded on securities exchanges or in securities markets, (B) is held in a securities account, or (C) expressly provides that such Membership Interest is a security governed by Article 8 of the UCC. (d) The Partnership Interests (if any) listed on the attached Schedule 2.02(b) (after giving effect to any supplements thereto but subject to the time periods specified in Section 5.6 or 5.7 of the Credit Agreement, as applicable, for the delivery of any such supplements) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest, and, except as set forth on Schedule 2.02(b), such Partnership Interests are not represented by any certificate or instrument and are not “securities” governed by Article 8 of the UCC. Except as set forth on Schedule 2.02(a), no Partnership Interest (i) is dealt in or traded on securities exchanges or in securities markets, (ii) is held in a securities account, or (iii) expressly provides that such Partnership Interest is a security governed by Article 8 of the UCC. (e) The Pledged Shares listed on the attached Schedule 2.02(c) (after giving effect to any supplements thereto but subject to the time periods specified in Section 5.6 or 5.7 of the Credit Agreement, as applicable, for the delivery of any such supplements) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest. (f) As of the Closing Date, Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by it during the last five years prior to the date of this Pledge Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Berry Petroleum Corp), Credit Agreement (Berry Petroleum Corp), Pledge Agreement (Berry Petroleum Corp)
Pledgor’s Representations and Warranties. Each 6.1 The Pledgor represents and warrants the following to the Administrative Agent Collateral Agent:
6.1.1 the Pledgor is a duly incorporated and existing company under the Laws of Delaware; the signing and execution of this agreement fall within the scope of its corporate object and of all such corporate or other Secured Parties decisions as followsare required so that:
(a) The Pledged Collateral (if any) applicable the Pledgor is legally entitled to such Pledgor listed on sign this agreement and exercise the attached Schedules 2.02(a), 2.02(b) rights and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable.perform all the obligations that derive therefrom;
(b) Such the obligations assumed by the Pledgor is the legal under this agreement are valid and beneficial owner of the Pledged Collateral free and clear of any Lien or option, except for Liens permitted under clauses (a), (b), (c), (j) or (p) of Section 6.2 of the Credit Agreement.binding; and
(c) after the annotation indicated in Section 5 above, the security rights under this agreement will be validly established on the Quota, have been duly and validly adopted, and have not been and will not be revoked.
6.1.2 as of this day the Pledgor is not subject (nor is it threatened to be subject) to any liquidation proceeding, pre-bankruptcy settlement, administrative procedure that may (i) prevent the Membership Interests listed on Pledgor from the attached Schedule 2.02(a) constitute regular pursuit of its corporate object or from the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) (after giving effect to any supplements thereto but subject to the time periods specified in Section 5.6 or 5.7 of the Credit Agreementbusiness activities, as applicable, for the delivery of any such supplements) and all of the Equity Interest (if any) in such issuer in which currently carried out by the Pledgor has any ownership interestitself, and, except as set forth on Schedule 2.02(a), such Membership Interests are not represented by any certificate or instrument and are not “securities” governed by Article 8 of the UCC and (ii) except as set forth on Schedule 2.02(a), no Membership Interest (A) is dealt in establish or traded on securities exchanges or in securities markets, (B) is held in a securities account, or (C) expressly provides that such Membership Interest is a security governed by Article 8 involve any restriction of the UCC.
(d) The Partnership Interests (if any) listed on the attached Schedule 2.02(b) (after giving effect to any supplements thereto but subject to the time periods specified in Section 5.6 or 5.7 rights of the Credit Agreement, as applicable, for the delivery of any such supplements) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest, and, except as set forth on Schedule 2.02(b), such Partnership Interests are not represented by any certificate or instrument and are not “securities” governed by Article 8 of the UCC. Except as set forth on Schedule 2.02(a), no Partnership Interest (i) is dealt in or traded on securities exchanges or in securities markets, (ii) is held in a securities account, Pledgor’s creditors or (iii) expressly provides that such Partnership Interest prevent or render unenforceable the signing of this agreement and the establishment and perfection of the collateral envisaged herein.
6.2 The Pledgor further represents and warrants the following to the Collateral Agent:
6.2.1 the Pledgor is the sole legitimate and exclusive owner of the Quota, and has full and valid title thereto; the Quota is free from any encumbrance, collateral and, save only for Article 5 of its by-laws, right of option or first refusal, or any other lien or right of third parties, save only for the collateral security created hereby and hereunder, and securities or liens as may be created or granted directly and exclusively by operation of law; the Quota is not subject to distraints or attachments or other restrictive measure and is freely transferable;
6.2.2 the Company is a security governed by duly incorporated and existing limited liability company under Italian Law and, save only for Article 8 5 of its by-laws, its charter and by-laws do not provide for any right of first refusal or other restrictions that may prevent or limit the exercise and enforcement of the UCCpledge rights hereunder;
6.2.3 as of this date the Company is not subject (nor is it threatened to be subject) to any liquidation proceeding, pre-bankruptcy settlement, administrative procedure that, in any case, may (i) prevent the Company from the regular pursuit of its corporate object or from the business activities, as currently carried out by the Company itself, or (ii) establish or involve any restriction of the rights of the Company’s creditors or (iii) prevent or render unenforceable the establishment and perfection of the collateral envisaged herein;
6.2.4 the Company’s share capital has been validly issued, subscribed and paid in the amount of Euros 50.000,00 and, correspondingly, the Quota has been validly issued, subscribed and wholly paid up in the nominal amount of Euros 50.000,00, and no new operations on the Company’s share capital have been decided;
6.2.5 following completion of the formalities described at Article 5 (Perfection of the Pledge as Collateral on Quota), the First Italian Pledge over Quota shall constitute a valid pledge and no third-party right or claim shall have priority over it; and
6.2.6 insofar as the Pledgor is aware, no legal actions or administrative, judicial, arbitration proceedings, including proceedings of interim nature, involving the Quota are under way or have been threatened in writing before any Italian or foreign judicial authority, or boards of arbitration.
(e) 6.3 The Pledged Shares listed on representations and warranties in Paragraph 6.2 above are to be understood to refer also, and be binding in relation, to those Company’s quotas not yet existing which, once issued and subscribed by the attached Schedule 2.02(c) (after giving effect to any supplements thereto but subject Pledgor, shall be subjected to the time periods specified in Section 5.6 or 5.7 of the Credit Agreement, as applicable, for the delivery of any such supplements) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(f) As of the Closing Date, Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used First Italian Pledge over Quota by it during the last five years prior to the date virtue of this Pledge Agreementagreement.
Appears in 1 contract
Samples: Pledge Agreement (Nanogen Inc)
Pledgor’s Representations and Warranties. Each 6.1 The Pledgor represents and warrants the following to the Administrative Agent Collateral Agent:
6.1.1 the Pledgor is a duly incorporated and existing company under the Laws of Delaware; the signing and execution of this agreement fall within the scope of its corporate object and all such corporate or other Secured Parties decisions as followsare required so that:
(a) The Pledged Collateral (if any) applicable the Pledgor is legally entitled to such Pledgor listed on sign this agreement and exercise the attached Schedules 2.02(a), 2.02(b) rights and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable.perform all the obligations that derive therefrom;
(b) Such the obligations assumed by the Pledgor is the legal under this agreement are valid and beneficial owner of the Pledged Collateral free and clear of any Lien or option, except for Liens permitted under clauses (a), (b), (c), (j) or (p) of Section 6.2 of the Credit Agreement.binding; and
(c) after the annotation indicated in Section 5 above, the security rights under this agreement will be validly established on the Quota, have been duly and validly adopted, and have not been and will not be revoked.
6.1.2 as of this day the Pledgor is not subject (nor is it threatened to be subject) to any liquidation proceeding, pre-bankruptcy settlement, administrative procedure that may (i) prevent the Membership Interests listed on Pledgor from the attached Schedule 2.02(a) constitute regular pursuit of its corporate object or from the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) (after giving effect to any supplements thereto but subject to the time periods specified in Section 5.6 or 5.7 of the Credit Agreementbusiness activities, as applicable, for the delivery of any such supplements) and all of the Equity Interest (if any) in such issuer in which currently carried out by the Pledgor has any ownership interestitself, and, except as set forth on Schedule 2.02(a), such Membership Interests are not represented by any certificate or instrument and are not “securities” governed by Article 8 of the UCC and (ii) except as set forth on Schedule 2.02(a), no Membership Interest (A) is dealt in establish or traded on securities exchanges or in securities markets, (B) is held in a securities account, or (C) expressly provides that such Membership Interest is a security governed by Article 8 involve any restriction of the UCC.
(d) The Partnership Interests (if any) listed on the attached Schedule 2.02(b) (after giving effect to any supplements thereto but subject to the time periods specified in Section 5.6 or 5.7 rights of the Credit Agreement, as applicable, for the delivery of any such supplements) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest, and, except as set forth on Schedule 2.02(b), such Partnership Interests are not represented by any certificate or instrument and are not “securities” governed by Article 8 of the UCC. Except as set forth on Schedule 2.02(a), no Partnership Interest (i) is dealt in or traded on securities exchanges or in securities markets, (ii) is held in a securities account, Pledgor’s creditors or (iii) expressly provides that such Partnership Interest prevent or render unenforceable the signing of this agreement and the establishment and perfection of the collateral envisaged herein.
6.2 The Pledgor further represents and warrants the following to the Collateral Agent:
6.2.1 the Pledgor is the sole legitimate and exclusive owner of the Quota, and has full and valid title thereto; the Quota is free from any encumbrance, collateral and, save only for Article 5 of its by-laws, right of option or first refusal, or any other lien or right of third parties, save only for the First Italian Pledge over Quota and the collateral security created hereby and hereunder, and securities or liens as may be created or granted directly and exclusively by operation of law; the Quota is not subject to distraints or attachments or other restrictive measure and is freely transferable;
6.2.2 the Company is a security governed by duly incorporated and existing limited liability company under Italian Law and, save only for Article 8 5 of its by-laws, its charter and by-laws do not provide for any right of first refusal or other restrictions that may prevent or limit the exercise and enforcement of the UCCpledge rights hereunder;
6.2.3 as of this date the Company is not subject (nor is it threatened to be subject) to any liquidation proceeding, pre-bankruptcy settlement, administrative procedure that, in any case, may (i) prevent the Company from the regular pursuit of its corporate object or from the business activities, as currently carried out by the Company itself, or (ii) establish or involve any restriction of the rights of the Company’s creditors or (iii) prevent or render unenforceable the establishment and perfection of the collateral envisaged herein;
6.2.4 the Company’s share capital has been validly issued, subscribed and paid in the amount of Euros 50.000,00 and, correspondingly, the Quota has been validly issued, subscribed and wholly paid up in the nominal amount of Euros 50.000,00, and no new operations on the Company’s share capital have been decided;
6.2.5 following completion of the formalities described at Article 5 (Perfection of the Pledge as Collateral on Quota), the Second Italian Pledge over Quota shall constitute a valid pledge and no third-party right or claim shall have priority over it, save only for the rights provided by the First Italian Pledge over Quota; and
6.2.6 insofar as the Pledgor is aware, no legal actions or administrative, judicial, arbitration proceedings, including proceedings of interim nature, involving the Quota are under way or have been threatened in writing before any Italian or foreign judicial authority, or boards of arbitration.
(e) 6.3 The Pledged Shares listed on representations and warranties in Paragraph 6.2 above are to be understood to refer also, and be binding in relation, to those Company’s quotas not yet existing which, once issued and subscribed by the attached Schedule 2.02(c) (after giving effect to any supplements thereto but subject Pledgor, shall be subjected to the time periods specified in Section 5.6 or 5.7 of the Credit Agreement, as applicable, for the delivery of any such supplements) constitute the percentage of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest.
(f) As of the Closing Date, Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used Second Italian Pledge over Quota by it during the last five years prior to the date virtue of this Pledge Agreementagreement.
Appears in 1 contract
Samples: Pledge Agreement (Nanogen Inc)
