Pledgor's Representations, Warranties and Covenants. Pledgor represents, warrants and covenants to Pledgee as follows:
Pledgor's Representations, Warranties and Covenants. Pledgor represents, warrants and covenants to Secured Parties as follows:
Pledgor's Representations, Warranties and Covenants. (a) Pledgor --------------------------------------------------- represents and warrants that: (i) Pledgor has the right, power and authority to execute, deliver and perform this Pledge Agreement and to pledge, assign, deliver, transfer and grant a security interest in the Pledged Collateral; (ii) this Pledge Agreement constitutes the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally and subject to the availability of equitable remedies and any limitation that may restrict Pledgee from selling, voting or exercising control over USF RE INSURANCE COMPANY without obtaining approval of the Insurance Commissioner; (iii) Pledgor has good title to all of the Pledged Shares and is the legal record and beneficial owner of each of the Pledged Shares (and will have good title to and be the legal record and beneficial owner of each other item of Pledged Collateral, including any Additional Pledged Securities), free and clear of all encumbrances except Pledgee's security interest hereunder; (iv) each of the Pledged Shares and Additional Pledged Securities is, or will be when acquired by Pledgor and pledged hereunder, duly and validly issued and fully paid and non-assessable, and there are no restrictions on the transfer of any thereof other than such restrictions as appear on the certificates or other instruments or writings representing them, or as are referred to in clause (ii) above or otherwise may be imposed under applicable law; (v) no action other than the delivery of each item of the Pledged Collateral to, and its continued possession by, Pledgee or any of its agents or nominees is necessary to maintain a perfected, first-priority security interest in such item in favor of Pledgee; and (vi) no authorizations, approvals or consents of, and no filings or registrations with, any governmental or regulatory authority or agency are necessary for the execution, delivery or performance by the Pledgor of this Agreement or for the validity or enforceability hereof except as are referred to in clause (ii) above.
Pledgor's Representations, Warranties and Covenants. 5.1. The Pledgor hereby represents, warrants and covenants to the Collateral Agent:
Pledgor's Representations, Warranties and Covenants. Pledgor represents and warrants that: (a) Pledgor owns the Pledged Collateral free and clear of all pledges, liens, charges and encumbrances (except for the pledge provided for herein); (b) Pledgor has the right to pledge the Pledged Collateral pursuant to the terms of this Agreement; and (c) Pledgor has obtained all applicable consents to the pledge provided for herein and waivers of rights of first refusal or other restrictions on transfer applicable to the pledge provided for herein pursuant to any shareholder agreements, charter documents or other agreements by which Pledgor is bound; and (d) Pledgor shall not cause or permit (i) the Pledged Collateral or any interest therein to be disposed of or encumbered or (ii) Pledgor’s interests in any of the Companies to be diluted.
Pledgor's Representations, Warranties and Covenants. Pledgor represents, warrants and covenants, which representations, warranties, and covenants shall survive execution and delivery of this Agreement, as follows:
Pledgor's Representations, Warranties and Covenants. (a) Pledgor represents and warrants that (i) Pledgor has the right, power and authority to execute, deliver and perform this Pledge Agreement and to pledge, assign, deliver, transfer and grant a security interest in the Pledged Shares as of the Effective Date; (ii) when executed and delivered by Pledgor, this Pledge Agreement will be a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms; (iii) Pledgor has good title to the Pledged Shares (and is the legal record and beneficial owner of each of the Pledged Shares), free and clear of all encumbrances except the Lockup Letter; (iv) each of the Pledged Shares is duly and validly issued and fully paid and non-assessable, and there are no restrictions on the transfer of any thereof, other than as may be imposed under the Lockup Letter; and (v) no action other than (a) the delivery of Security Certificate(s) for the Pledged Shares issued as certificated securities to, and the continued possession or control by, Pledgee or any of its agents or nominees or (b) execution and delivery of a Control Agreement pursuant to which the Bank, subject to the rights of the Borrower to delivery an entitlement order for the sale of such Pledged Shares as contemplated and permitted by the Loan Agreement, shall obtain control of the Pledged Shares issued as uncertificated securities, is necessary to maintain a perfected, first-priority security interest in such Pledged Shares in favor of Pledgee.
Pledgor's Representations, Warranties and Covenants. (a) Pledgor represents and warrants to the Pledgeholder as follows: (i) the Subject Shares is validly authorized, fully paid and nonassessable; (ii) the Subject Shares was issued without violation of any statutory or contractual preemptive rights, or any rights of first refusal or other agreements; (iii) the Subject Shares was issued to the Pledgor in compliance with federal and applicable state securities laws; (iv) upon delivery to the Pledgeholder as contemplated hereby, the Subject Shares will be free of any security interests, liens, pledges or encumbrances created by the Pledgor (except for the security interest created hereby), or any claims of third parties of any nature whatsoever, charges, escrows, options, rights of first refusal, or other agreements, arrangements, commitments or obligations, written or oral, created by the Pledgor or any other restrictions created by the Pledgor affecting the rights and other incidents of record or beneficial ownership of the Subject Shares.
Pledgor's Representations, Warranties and Covenants. Pledgor hereby represents and warrants to the Collateral Agent and Holders as follows:
Pledgor's Representations, Warranties and Covenants. Pledgor represents, warrants and covenants to Pledgee as follows: (a) Upon delivery to Pledgee as contemplated hereby, the Collateral will be free of any security interests, liens, pledges or encumbrances created by Pledgor (except for the security interest created hereby), or any claims of third parties of any nature whatsoever, charges, escrows, options, rights of first refusal, or other agreements, restrictions, arrangements, commitments or obligations, written or oral, created by Pledgor, affecting the legal or beneficial ownership of the Collateral.
