Pledgor's Representations, Warranties and Covenants. Pledgor represents, warrants and covenants to Secured Parties as follows: (a) This Agreement creates a valid and enforceable security interest in the Collateral. (b) Upon delivery to the Pledgeholder 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. (c) From and after the date hereof, Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral or otherwise affecting the Collateral; (d) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve the Secured Parties' rights in the Collateral against any claims of third parties; (e) Pledgor has arrangements for keeping informed of changes or potential changes affecting the Collateral (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgeholder and the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; and (f) So long as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded by this section 5(f).
Appears in 2 contracts
Samples: Securities Purchase Agreement (United Heritage Corp), Securities Purchase Agreement (United Heritage Corp)
Pledgor's Representations, Warranties and Covenants. Pledgor hereby warrants, represents, warrants and covenants to Secured Parties as followsthat:
(a) This Agreement creates a valid A. Pledgor is the legal record and enforceable security interest in the Collateral.
(b) Upon delivery beneficial owner of, and has full and absolute title to the Pledgeholder as contemplated herebyCollateral presently existing, the Collateral will be free of any all security interests, liens, pledges hypothecations, change, option or other encumbrances created by or claims whatsoever.
B. No financing statement, mortgage, notice of lien, deed of trust, security agreement or any other agreement or instrument creating or giving notice of an encumbrance or charge against any of the Collateral is in existence or on file in any public office.
C. Pledgor (except for will at all times hereafter keep the Collateral free of all security interests, liens and claims whatsoever, other than the security interest created hereby)and security title granted herein.
D. Pledgor will, from time to time, on request of Secured Party, execute such financing statements, statements of assignment, notices and other documents and pay the costs of filing or any claims of third parties of any nature whatsoever, charges, escrows, options, rights of first refusal, or recording the same in all public offices deemed necessary by Secured Party and do such other agreements, restrictions, arrangements, commitments or obligations, written or oral, created by Pledgor, affecting the legal or beneficial ownership of acts as Secured Party may request to establish and maintain a valid security interest in and security title to the Collateral.
(c) From and after the date hereof, Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral or otherwise affecting the Collateral;
(d) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve the Secured Parties' rights in the Collateral against any claims of third parties;
(e) Pledgor has arrangements for keeping informed of changes or potential changes affecting the Collateral (including, without limitation, rights delivery to convertSecured Party of any stock certificate, rights note, deed to subscribesecure debt, payment of dividendssecurity agreement, reorganization or other exchangesinstrument issuable with respect to any of the Collateral. In addition, tender offers Pledgor will take all actions reasonably requested by Secured Party or Morgan to properly register the grant of xxx xecurity interest hereunder on the books and voting rights)records of the issuer or any nominee holder of any uncertificated securities included in the Pledge Securities.
E. Pledgor will not sell, pledge, transfer or otherwise dispose of any of the Collateral or any interest therein.
F. Pledgor shall account fully and faithfully for and promptly pay or turn over to Secured Party proceeds in whatever form received in disposition in any manner of any of the Collateral, but nothing in this Agreement shall be deemed to authorize any such disposition.
G. Pledgor shall at all times keep accurate and complete records of the Collateral and its proceeds, and should any Collateral come into the Pledgeholder possession of Pledgor, he shall hold it in trust for Secured Party and keep it separate and distinct from his other property.
H. All information now or hereafter furnished by Pledgor to Secured Party relating in any way to the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; and
(f) So long Collateral is and will be true and correct as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded by this section 5(f)date furnished.
Appears in 1 contract
Samples: Loan Agreement (Bti Telecom Corp)
Pledgor's Representations, Warranties and Covenants. (a) Pledgor represents, represents and warrants and covenants to Secured Parties Pledgee as follows:
(ai) This Agreement creates a valid the Stock is validly authorized, fully paid and enforceable security interest nonassessable; (ii) the Stock was issued without violation of any statutory or contractual preemptive rights, or any rights of first refusal or other agreements; (iii) the Stock was issued to Pledgor in the Collateral.
compliance with federal and applicable state securities laws; (biv) Upon upon delivery to the Pledgeholder as contemplated hereby, the Collateral Stock 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, Pledgor or any other restrictions created by Pledgor affecting the legal rights and other incidents of record or beneficial ownership of the CollateralStock.
(cb) From Pledgor represents and after covenants that the date hereof, terms and provisions of this Agreement shall prevail over any agreement that Pledgor may have made restricting in any manner the transferability of the Stock. Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral Collateral, or otherwise affecting the Collateral;.
(c) Pledgor represents and covenants that upon occurrence of an event of Default hereunder, any sale of the Collateral made pursuant to the power of sale contained herein shall, at the option of Pledgeholder, terminate any agreement restricting sale or transferability of the Collateral, and the purchaser at any such sale shall take the Collateral free and clear of any such agreement.
(d) Pledgor shall do, make, procure, execute and deliver, at no expense to Pledgee, all acts, things, writings and assurances as Pledgee may at any time request to protect, assure or enforce his interests, rights and remedies created by, provided in or emanating from this Agreement and any other agreement made in connection herewith.
(e) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve the Secured Parties' Pledgee's rights in the Collateral against any claims of third parties;parties (except claims arising from any act or failure of act of Pledgeholder).
(ef) Pledgor has made his own arrangements for keeping informed of changes or potential changes affecting the Collateral (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgor hereby agrees that Pledgeholder and the Secured Parties Pledgee shall not have any no responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; and.
(fg) So long as the Indebtedness remains unpaid, Pledgor shall not causeThis Agreement, and Pledgor will employ reasonable commercial efforts the delivery to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties Stock creates a valid, perfected, and first priority security interest in the Collateral in favor of Pledgeholder on behalf of Pledgee, and all actions necessary or desirable to the protection afforded by this section 5(f)such perfection have been duly taken.
Appears in 1 contract
Samples: Stock Pledge/Security Agreement (Staar Surgical Company)
Pledgor's Representations, Warranties and Covenants. Pledgor represents, warrants and covenants to Secured Parties as follows:
(a) This Agreement creates a valid and enforceable security interest in the Collateral.
(b) Upon delivery to the Pledgeholder 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.
(c) From and after the date hereof, Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral or otherwise affecting the Collateral;
(d) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve the Secured Parties' rights in the Collateral against any claims of third parties;
(e) Pledgor has arrangements for keeping informed of changes or potential changes affecting the Collateral (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgeholder and the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; and
(f) So long as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 222,200 xxxxxx xf ixx Xxmmon of xxx Xommon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 0.00 xxx xxxxe axx xxving xxxre xxx xaving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded by this section 5(f).
Appears in 1 contract
Pledgor's Representations, Warranties and Covenants. Pledgor hereby represents, warrants and covenants to Secured Parties as followsInvestment Manager and Lender that:
(a) This Pledgor shall deliver to Investment Manager, for the benefit of itself and Lender herewith the certificates evidencing the Pledged Collateral and stock powers in form and substance acceptable to Investment Manager (the “Powers”), duly executed in blank, which Powers shall be duly executed and give Investment Manager, for the benefit of itself and Lender, the authority they purport to confer;
(b) from time to time hereafter, Pledgor shall deliver to Investment Manager, for the benefit of itself and Lender, such other agreements, instruments, statements and documents as Investment Manager or Lender may reasonably request to maintain Investment Manager’s and Lender’s first position priority security interest and lien in and to the Pledged Collateral;
(c) Pledgor has the right, power and authority to execute, deliver and perform this Agreement creates and to pledge, assign, deliver, transfer and grant a valid and enforceable security interest in the Collateral.
(b) Upon delivery to the Pledgeholder 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.
(c) From and after the date hereof, Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral or otherwise affecting the Pledged Collateral;
(d) Pledgor shallthis Agreement is a legal, at valid and binding obligation of Pledgor's expense, take any steps necessary enforceable in accordance with its terms, except as the same may be limited by bankruptcy and moratorium laws and all other similar laws affecting the rights of creditors generally and the application of general principles of equity and to preserve the Secured Parties' rights extent that specific performance may be granted or denied in the Collateral against any claims of third partiesa court’s discretion;
(e) Pledgor has arrangements for keeping informed good title to each item of changes or potential changes affecting the Pledged Collateral (including, without limitation, rights to convert, rights to subscribe, payment and is the legal record and beneficial owner of dividends, reorganization or other exchanges, tender offers and voting rightsthe Pledged Collateral), free and the Pledgeholder clear of all encumbrances and the Secured Parties shall not have any responsibility or liability for informing Pledgor liens;
(f) each share of any such changes or potential changes or for taking any action or omitting to take any action with respect theretoPledged Stock is duly and validly issued and fully paid and non-assessable; and
(fg) So long there are no restrictions on the transfer of any of the Pledged Collateral other than as the Indebtedness remains unpaid, may be imposed under applicable law and except as set forth herein;
(h) Pledgor shall not causeexecute and deliver to Investment Manager, for the benefit of itself and Lender, at the sole cost and expense of Pledgor, such further conveyances, agreements, assignments, instruments and other writings, and Pledgor will employ reasonable commercial efforts take such further action, as Investment Manager or Lender may reasonably request in order to prevent, obtain the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) full benefit of this Agreement, waive the rights Pledged Collateral, and the rights, powers and remedies granted to Investment Manager and Lender hereunder; and
(i) until all of the Secured Parties Obligations have been satisfied and this Agreement has been terminated, Pledgor will not without Investment Manager’s prior written consent, sell, assign, transfer, exchange or otherwise temporarily or permanently dispose of any item of the Pledged Collateral, or offer or contract to do so, and will not without such consent create, incur, assume or permit to exist any security interest, pledge, claim or other charge or encumbrance on or with respect to any such item other than the protection afforded by security interest granted to Investment Manager, for the benefit of Lender, hereunder. The foregoing representations and warranties shall survive the execution and delivery of this section 5(f)Agreement.
Appears in 1 contract
Pledgor's Representations, Warranties and Covenants. Pledgor represents--------------------------------------------------- represents and warrants that: (i) Pledgor has the right, warrants power and covenants authority to Secured Parties as follows:
(a) This execute, deliver and perform this Pledge Agreement creates and to pledge, assign, deliver, transfer and grant a valid and enforceable security interest in the Pledged Collateral.
; (bii) Upon delivery 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 Pledgeholder as contemplated herebyavailability of equitable remedies and any limitation that may restrict Pledgee from selling, the Collateral will be free of any security interests, liens, pledges voting 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 exercising control over USF RE INSURANCE COMPANY without obtaining approval of the Collateral.
Insurance Commissioner; (c) From and after the date hereof, Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral or otherwise affecting the Collateral;
(d) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve the Secured Parties' rights in the Collateral against any claims of third parties;
(eiii) Pledgor has arrangements for keeping informed good title to all of changes 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 potential changes affecting 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 Collateral (including, without limitation, rights to convert, rights to subscribe, payment transfer of dividends, reorganization any thereof other than such restrictions as appear on the certificates or other exchangesinstruments or writings representing them, tender offers and voting rights)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 Pledgeholder and execution, delivery or performance by the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes this Agreement or for taking any action the validity or omitting enforceability hereof except as are referred to take any action with respect thereto; and
in clause (fii) So long as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded by this section 5(f)above.
Appears in 1 contract
Samples: Credit Agreement (Centris Group Inc)
Pledgor's Representations, Warranties and Covenants. Pledgor represents--------------------------------------------------- represents and warrants that: (i) Pledgor has the right, warrants power and covenants authority to Secured Parties as follows:
(a) This execute, deliver and perform this Pledge Agreement creates and to pledge, assign, deliver, transfer and grant a valid and enforceable security interest in the Pledged Collateral.
; (bii) Upon delivery 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 Pledgeholder as contemplated herebyavailability of equitable remedies and any limitation that may restrict Pledgee from selling, the Collateral will be free of any security interests, liens, pledges voting 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 exercising control over Seaboard without obtaining approval of the Collateral.
Insurance Commissioner; (c) From and after the date hereof, Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral or otherwise affecting the Collateral;
(d) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve the Secured Parties' rights in the Collateral against any claims of third parties;
(eiii) Pledgor has arrangements for keeping informed good title to all of changes 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 potential changes affecting 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 Collateral (including, without limitation, rights to convert, rights to subscribe, payment transfer of dividends, reorganization any thereof other than such restrictions as appear on the certificates or other exchangesinstruments or writings representing them, tender offers and voting rights)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 Pledgeholder and execution, delivery or performance by the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes this Agreement or for taking any action the validity or omitting enforceability hereof except as are referred to take any action with respect thereto; and
in clause (fii) So long as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded by this section 5(f)above.
Appears in 1 contract
Samples: Credit Agreement (Centris Group Inc)
Pledgor's Representations, Warranties and Covenants. (a) Pledgor represents, represents and warrants and covenants to Secured Parties the Pledgeholder as follows:
(ai) This Agreement creates a valid the Subject Shares is validly authorized, fully paid and enforceable security interest 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 the Collateral.
compliance with federal and applicable state securities laws; (biv) Upon upon delivery to the Pledgeholder as contemplated hereby, the Collateral 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, restrictions, arrangements, commitments or obligations, written or oral, created by Pledgor, the Pledgor or any other restrictions created by the Pledgor affecting the legal rights and other incidents of record or beneficial ownership of the Subject Shares.
(b) Pledgor represents and warrants to the Pledgeholder that the pledge of the Collateral pursuant to the terms of this Agreement creates a valid and perfected first priority security interest in the Collateral.
(c) From Pledgor represents and after covenants that the date hereof, terms and provisions of this Agreement shall prevail over any agreement that the Pledgor may have made restricting in any manner the transferability of the Subject Shares. The Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral Collateral, or otherwise affecting the Collateral;, without the prior written consent of Pledge, which shall not be unreasonably withheld.
(d) Pledgor represents and covenants that upon occurrence of an event of Default hereunder, any sale of the Collateral made pursuant to the power of sale contained herein shall, at the option of the Pledgeholder, terminate any agreement restricting sale or transferability of the Collateral, and the purchaser at any such sale shall take the Collateral free and clear of any such agreement.
(e) Pledgor shall do, make, procure, execute and deliver, at no expense to the Pledgeholder, all acts, things, writings and assurances as the Pledgeholder may at any time request to protect, assure or enforce its interests, rights and remedies created by, provided in or emanating from this Agreement and any other agreement made in connection herewith.
(f) Pledgor shall, at the Pledgor's expense, take any steps necessary to preserve the Secured Parties' Pledgeholder's rights in the Collateral against any claims of third parties;parties (except claims arising from any act or failure of act of the Pledgeholder).
(eg) Pledgor has made its own arrangements for keeping informed of changes or potential changes affecting the Collateral (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgor hereby agrees that the Pledgeholder and the Secured Parties Pledgee shall not have any no responsibility or liability for informing the Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; and
(f) So long as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded by this section 5(f).
Appears in 1 contract
Samples: Stock Pledge and Security Agreement (Future Arts LTD)
Pledgor's Representations, Warranties and Covenants. Pledgor hereby warrants, represents, warrants and covenants to Secured Parties as followsthat:
(a) This Agreement creates a valid A. Pledgor is the legal record and enforceable security interest in the Collateral.
(b) Upon delivery beneficial owner of, and has full and absolute title to the Pledgeholder as contemplated herebyCollateral presently existing, the Collateral will be free of any all security interests, liens, pledges hypothecations, change, option or other encumbrances created by or claims whatsoever.
B. No financing statement, mortgage, notice of lien, deed of trust, security agreement or any other agreement or instrument creating or giving notice of an encumbrance or charge against any of the Collateral is in existence or on file in any public office.
C. Pledgor (except for will at all times hereafter keep the Collateral free of all security interests, liens and claims whatsoever, other than the security interest created hereby)and security title granted herein.
D. Pledgor will, from time to time, on request of Secured Party, execute such financing statements, statements of assignment, notices and other documents and pay the costs of filing or any claims of third parties of any nature whatsoever, charges, escrows, options, rights of first refusal, or recording the same in all public offices deemed necessary by Secured Party and do such other agreements, restrictions, arrangements, commitments or obligations, written or oral, created by Pledgor, affecting the legal or beneficial ownership of acts as Secured Party may request to establish and maintain a valid security interest in and security title to the Collateral.
(c) From and after the date hereof, Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral or otherwise affecting the Collateral;
(d) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve the Secured Parties' rights in the Collateral against any claims of third parties;
(e) Pledgor has arrangements for keeping informed of changes or potential changes affecting the Collateral (including, without limitation, rights delivery to convertSecured Party of any stock certificate, rights note, deed to subscribesecure debt, payment of dividendssecurity agreement, reorganization or other exchangesinstrument issuable with respect to any of the Collateral. In addition, tender offers Pledgor will take all actions reasonably requested by Secured Party or Xxxxxx to properly register the grant of the security interest hereunder on the books and voting rights)records of the issuer or any nominee holder of any uncertificated securities included in the Pledge Securities.
E. Pledgor will not sell, pledge, transfer or otherwise dispose of any of the Collateral or any interest therein.
F. Pledgor shall account fully and faithfully for and promptly pay or turn over to Secured Party proceeds in whatever form received in disposition in any manner of any of the Collateral, but nothing in this Agreement shall be deemed to authorize any such disposition.
G. Pledgor shall at all times keep accurate and complete records of the Collateral and its proceeds, and should any Collateral come into the Pledgeholder possession of Pledgor, he shall hold it in trust for Secured Party and keep it separate and distinct from his other property.
H. All information now or hereafter furnished by Pledgor to Secured Party relating in any way to the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; and
(f) So long Collateral is and will be true and correct as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded by this section 5(f)date furnished.
Appears in 1 contract
Samples: Loan Agreement (Bti Telecom Corp)
Pledgor's Representations, Warranties and Covenants. Pledgor represents, warrants and covenants to Secured Parties as follows:
(a) This Agreement creates a valid and enforceable security interest in the Collateral.
(b) Upon delivery to the Pledgeholder 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.
(c) From and after the date hereof, Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral or otherwise affecting the Collateral;
(d) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve the Secured Parties' rights in the Collateral against any claims of third parties;
(e) Pledgor has arrangements for keeping informed of changes or potential changes affecting the Collateral (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgeholder and the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; and
(f) So long as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant x xxxxxxx to purchase xxxxxase an additional 222,220 xxxxxx xf ixx Xxmmon 222,222 shares of its Common Stock to Richardson & Patel LLP, said warrant having an saix xxxxxxx havxxx xn exercise price of $0.50 xxx xxxxe axx xxving per share and having a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded by this section 5(f).
Appears in 1 contract
Pledgor's Representations, Warranties and Covenants. Pledgor represents, hereby represents and warrants to and/or covenants and covenants to Secured Parties agrees with Foothill as follows:
(ai) This the Pledged Securities constitute 100% of the issued and outstanding equity securities of the Pledged Affiliates;
(ii) the Pledged Securities are duly authorized, validly issued, fully paid and non-assessable;
(iii) there are no restrictions on the transfer of the Pledged Securities other than as a result of the Security Agreement, this Pledge Agreement, or applicable securities laws or the regulations promulgated thereunder;
(iv) Pledgor has good title to the Pledged Securities;
(v) the Pledged Securities are not subject to any prior liens, encumbrances or security interests;
(vi) Pledgor has the right to pledge the Pledged Securities hereunder free and clear of any liens, encumbrances or security interests without the consent of the creditors of the Pledged Affiliates or any other person or any government agency whatsoever;
(vii) Pledgor has full power and authority to execute, deliver and perform this Pledge Agreement creates and to pledge the Pledged Securities hereunder;
(viii) Pledgor will not take any action to allow any additional equity securities of the Pledged Affiliates to be issued or grant any options or warrants, unless such securities are pledged to Foothill on terms satisfactory to Foothill as security for the Obligations and the Guaranteed Obligations;
(ix) the execution, delivery and performance of this Pledge Agreement will not violate any provision of law, administrative regulation, any order of any court or other agency of government, any provision of any indenture, agreement or other instrument to which Pledgor is a valid and enforceable security interest party, or be in conflict with, result in a material breach of or constitute (with due notice and/or lapse of time) a material default under any such indenture, agreement or other instrument which in the Collateral.case of a violation of any provision of or conflict with an indenture would have a material adverse effect;
(bx) Upon delivery to the Pledgeholder 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 there are no pending legal or beneficial ownership governmental proceedings to which Pledgor is a party or to which any of the Collateral.its properties is subject which will materially affect Pledgor's ability to perform its obligations hereunder; and
(cxi) From and after on the date hereof, Pledgor shall not make any agreements restricting in any manner the transferability Pledged Securities consist of the Collateral or otherwise affecting the Collateral;
(d) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve the Secured Parties' rights in the Collateral against any claims of third parties;
(e) Pledgor has arrangements for keeping informed of changes or potential changes affecting the Collateral (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgeholder and the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; and
(f) So long as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors securities listed on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded by this section 5(f)Schedule 1.
Appears in 1 contract
Samples: Pledge Agreement (Leisure Time Casinos & Resorts Inc)
Pledgor's Representations, Warranties and Covenants. 5.1. The Pledgor hereby represents, warrants and covenants to Secured Parties as followsthe Collateral Agent:
(a) This Agreement creates a 5.1.1. the Pledged Securities issued by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and with respect to the PECs and PPCs are legal, valid and enforceable security interest in binding obligations of the Collateral.Company;
(b) Upon delivery to the Pledgeholder as contemplated hereby, the Collateral will be free of any security interests, liens, pledges or encumbrances created by Pledgor (5.1.2. except for the security interest interests granted hereunder, the Pledgor is and, subject to any transfers permitted by the Credit Agreement, will continue to be the direct owner and holder of the Pledged Assets, (ii) holds the same free and clear of all encumbrances, pledges, charges or other liens or any options or rights therein or thereto, other than (A) Liens created hereby)by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement;
5.1.3. the Pledgor will make no assignment, pledge, or hypothecation of, or transfer of or create or permit to exist any claims security interest in or other encumbrance or lien on, the Pledged Assets, other than the Pledge and other than (A) transfers permitted by the Credit Agreement, (B) Liens created by the Collateral Documents and (C) Liens expressly permitted pursuant to Section 7.01 of third parties the Credit Agreement;
5.1.4. the Pledgor will not transfer (in any way including by way of sale, assignment or otherwise) the Pledged Assets (or any nature whatsoeverpart thereof) other than with the prior written consent of the Collateral Agent or as may be permitted under the Credit Agreement:
5.1.5. except for restrictions and limitations imposed by the Loan Documents or applicable laws generally, charges, escrows, options, there are no agreements or arrangements (including any restrictions on transfer or rights of first refusalpre-emption) in effect that might prohibit, impair, delay or other agreements, restrictions, arrangements, commitments or obligations, written or oral, created by Pledgor, affecting the legal or beneficial ownership of the Collateral.
(c) From and after the date hereof, Pledgor shall not make any agreements restricting otherwise affect in any manner material and adverse to the transferability Secured Parties the pledge of the Pledged Assets hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;
5.1.6. the Pledgor has the power and authority to pledge the Pledged Assets hereunder;
5.1.7. no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the Pledge (other than such as have been obtained and are in full force and effect); and
5.1.8. this Agreement operates a valid pledge of the Pledged Assets in accordance with its terms and the Pledge created pursuant to this Agreement, creates a legal, valid, binding and enforceable first priority and first ranking security interest over the Pledged Assets in favour of the Collateral or otherwise affecting the Collateral;
Agent (d) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve and the Secured Parties' rights ) in the Collateral against any claims respect of third parties;
(e) Pledgor has arrangements for keeping informed of changes or potential changes affecting the Collateral (including, without limitation, rights all Secured Obligations and in each case prior and superior to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgeholder and the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; and
(f) So long as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded other persons, except for any mandatory privileges preferred by this section 5(f)applicable law.
Appears in 1 contract
Samples: Pledge Agreement (Axcan Intermediate Holdings Inc.)
Pledgor's Representations, Warranties and Covenants. (a) Pledgor represents, represents and warrants and covenants to Secured Parties Pledgee as follows:
(ai) This Agreement creates a valid the Stock is validly authorized, fully paid and enforceable security interest nonassessable; (ii) the Stock was issued without violation of any statutory or contractual preemptive rights, or any rights of first refusal or other agreements; (iii) the Stock was issued to Pledgor in the Collateral.
compliance with federal and applicable state securities laws; (biv) Upon upon delivery to the Pledgeholder as contemplated hereby, the Collateral Stock 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, Pledgor or any other restrictions created by Pledgor affecting the legal rights and other incidents of record or beneficial ownership of the CollateralStock.
(cb) From Pledgor represents and after covenants that the date hereof, terms and provisions of this Agreement shall prevail over any agreement that Pledgor may have made restricting in any manner the transferability of the Stock. Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral Collateral, or otherwise affecting the Collateral;.
(c) Pledgor represents and covenants that upon occurrence of an event of Default hereunder, any sale of the Collateral made pursuant to the power of sale contained herein shall, at the option of Pledgeholder, terminate any agreement restricting sale or transferability of the Collateral, and the purchaser at any such sale shall take the Collateral free and clear of any such agreement .
(d) Pledgor shall do, make, procure, execute and deliver, at no expense to Pledgee, all acts, things, writings and assurances as Pledgee may at any time request to protect, assure or enforce his interests, rights and remedies created by, provided in or emanating from this Agreement and any other agreement made in connection herewith.
(e) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve the Secured Parties' Pledgee's rights in the Collateral against any claims of third parties;parties (except claims arising from any act or failure of act of Pledgeholder).
(ef) Pledgor has made his own arrangements for keeping informed of changes or potential changes affecting the Collateral (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgor hereby agrees that Pledgeholder and the Secured Parties Pledgee shall not have any no responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; and.
(fg) So long as the Indebtedness remains unpaid, Pledgor shall not causeThis Agreement, and Pledgor will employ reasonable commercial efforts the delivery to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties Stock creates a valid, perfected, and first priority security interest in the Collateral in favor of Pledgeholder on behalf of Pledgee, and all actions necessary or desirable to the protection afforded by this section 5(f)such perfection have been duly taken.
Appears in 1 contract
Samples: Stock Pledge/Security Agreement (Staar Surgical Company)
Pledgor's Representations, Warranties and Covenants. Pledgor hereby represents, warrants and covenants to Secured Parties as follows:
Lender that: (a) This contemporaneously herewith, Pledgor shall deliver to Lender any and all certificates, instruments or documents which evidence all or any portion of the Pledged Collateral existing as of the date hereof; (b) promptly upon Pledgor’s receipt thereof, Pledgor shall deliver to Lender any and all additional certificates, instruments or documents which evidence all or any portion of the Pledged Collateral acquired after the date hereof; (c) from time to time hereafter, Pledgor shall deliver to Lender such other agreements, instruments, statements and documents as Lender may request to maintain Lender’s first position priority security interest and lien in and to the Pledged Collateral; (d) Pledgor has the right, power and authority to execute, deliver and perform this Pledge Agreement creates and to pledge, assign, deliver, transfer and grant a valid and enforceable security interest in the Pledged Collateral.
; (be) Upon delivery this Pledge Agreement is a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms; (f) Pledgor has good title to each item of the Pledged Collateral (and is the legal record and beneficial owner of each of the Membership Interests and Additional Membership Securities), free and clear of all encumbrances and liens except (i) Lender’s security interest hereunder; and (ii) a pledge in favor of Pulse Sellers, LLC, a Utah limited liability company, provided such pledge is subordinated to the Pledgeholder as contemplated hereby, Lender’s lien in the Pledged Collateral will be free pursuant to a written subordination agreement in form and substance satisfactory to Lender (the “Subordinate Pledge”); (g) each of the Membership Interests and Additional Membership Securities is duly and validly issued and fully paid and non-assessable; (h) there are no restrictions on the transfer 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.
(c) From Membership Interests and after Additional Membership Securities other than as may be imposed under applicable law and except as set forth herein, in the Subordinate Pledge and in the Second Amended and Restated Limited Liability Company Agreement of Borrower, dated the date hereof, Pledgor shall not make any agreements restricting or in any manner the transferability Investor Rights Agreement, as amended as of the Collateral or otherwise affecting the Collateral;
(d) Pledgor shalldate hereof, at Pledgor's expenseamong Borrower, take any steps necessary to preserve the Secured Parties' rights in the Collateral against any claims of third its members and certain other parties;
(e) Pledgor has arrangements for keeping informed of changes or potential changes affecting the Collateral (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgeholder and the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; and
(f) So long as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation such restrictions have either been waived or do not impair Lender’s rights under this Pledge Agreement; (i) Pledgor shall issue 222,222 shares execute and deliver to Lender, at the sole cost and expense of its Common Stock Pledgor, such further conveyances, agreements, assignments, instruments and other writings, and take such further action, as Lender may reasonably request in order to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with obtain the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) full benefit of this Pledge Agreement, waive the rights of Pledged Collateral, and the Secured Parties rights, powers and remedies granted to the protection afforded by this section 5(f).Lender hereunder;
Appears in 1 contract
Samples: Membership Interest Pledge Agreement
Pledgor's Representations, Warranties and Covenants. Pledgor represents, warrants and covenants to Secured Parties as follows:
(a) This Agreement creates a valid and enforceable security interest in the Collateral.
(b) Upon delivery to the Pledgeholder 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.
(c) From and after the date hereof, Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral or otherwise affecting the Collateral;
(d) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve the Secured Parties' rights in the Collateral against any claims of third parties;
(e) Pledgor has arrangements for keeping informed of changes or potential changes affecting the Collateral (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgeholder and the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; and
(f) So long as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 222,200 xxxxxx xf ixx Xxmmon of xxx Xommon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 0.00 xxx xxxxe axx xxving xxxre xxx xaving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded by this section 5(f).
(g) In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Collateral may be effected after a Default, and also upon the persons or entities who may qualify or be eligible to purchase the Collateral, Pledgor hereby agrees that upon the occurrence of a Default, the Pledgeholder may, from time to time, if the Collateral is not publicly traded on a nationally recognized stock exchange and/or is considered a "restricted" security, attempt to sell all or any part of the Collateral by a private placement, upon commercially reasonable terms restricting the bidders and prospective purchasers to a limited number who will represent and agree that they are purchasing for investment for their own accounts only and not for distribution, and who will otherwise meet state or federal securities law requirements, including those pertaining to sales made pursuant to exemptions from registration under the Securities Act of 1933 and/or registration or qualification under other state or federal securities laws.
Appears in 1 contract
Pledgor's Representations, Warranties and Covenants. (a) Pledgor represents, warrants and covenants that (i) Pledgor has the right, power and authority to Secured Parties as follows:
(a) This execute, deliver and perform this Pledge Agreement creates and to pledge, assign, deliver, transfer and grant a valid and enforceable security interest in the CollateralPledged Securities as of each Pledged Securities Delivery 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 as of each Pledged Securities Delivery Date shall have good title to the Pledged Securities (and shall be the legal record and beneficial owner of each of the Pledged Securities), free and clear of all encumbrances; (iv) each of the Pledged Securities shall be duly and validly issued and fully paid and non-assessable, and there shall be no restrictions on the transfer of any thereof; and (v) no action other than the delivery of each item of the Pledged Securities to, and its continued possession or control by, Pledgee or any of its agents or nominees is necessary to maintain a perfected, first-priority security interest in such Pledged Securities in favor of Pledgee.
(b) Upon delivery Pledgor covenants and agrees that (i) it will at its expense defend both its own rights and interests and Pledgee’s rights and security interest in and to the Pledgeholder Pledged Securities against the claims and demands of all other persons; and (ii) it will do such acts and execute and/or deliver to Pledgee such further conveyances, agreements, assignments, legal opinions, instruments and other writings, and will obtain all such governmental consents and corporate approvals and will take such further action, as contemplated herebyPledgee may request from time to time in order to obtain the full benefit of this Pledge Agreement, the Collateral Pledged Securities, and the rights, powers and remedies granted to Pledgee hereunder. Pledgor further covenants and agrees that until this Pledge Agreement has been terminated, Pledgor will be free not, except (x) for Pledged Securities transferred to the Borrower pursuant to 2(c) hereof or (y) without the prior written consent of the Pledgee, sell, assign, transfer, exchange or otherwise temporarily or permanently dispose of any of the Pledged Securities, or offer or contract to do so, and will not without such consent create, incur, assume or permit to exist any security interestsinterest, lienspledge, pledges claim or encumbrances created by Pledgor (except for other charge or encumbrance on or with respect to any such item other than 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 Collateralgranted to Pledgee hereunder.
(c) From and after the date hereof, Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral or otherwise affecting the Collateral;
(d) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve the Secured Parties' rights in the Collateral against any claims of third parties;
(e) Pledgor has arrangements for keeping informed of changes or potential changes affecting the Collateral (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgeholder and the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; and
(f) So long as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded by this section 5(f).
Appears in 1 contract
Samples: Pledge and Security Agreement (First Albany Companies Inc)
Pledgor's Representations, Warranties and Covenants. 5.1. The Pledgor hereby represents, warrants and covenants to Secured Parties as followsthe Collateral Agent:
(a) This Agreement creates a 5.1.1. the Pledged Securities issued by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and with respect to the PECs and PPCs are legal, valid and enforceable security interest in binding obligations of the Collateral.Company;
(b) Upon delivery to the Pledgeholder as contemplated hereby, the Collateral will be free of any security interests, liens, pledges or encumbrances created by Pledgor (5.1.2. except for the security interest interests granted hereunder, the Pledgor is and, subject to any transfers permitted by the Credit Agreement, will continue to be the direct owner and holder of the Pledged Assets, (ii) holds the same free and clear of all encumbrances, pledges, charges or other liens or any options or rights therein or thereto, other than (A) Liens created hereby)by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement;
5.1.3. the Pledgor will make no assignment, pledge, or hypothecation of, or transfer of or create or permit to exist any claims security interest in or other encumbrance or lien on, the Pledged Assets, other than the Pledge and other than (A) transfers permitted by the Credit Agreement, (B) Liens created by the Collateral Documents and (C) Liens expressly permitted pursuant to Section 7.01 of third parties the Credit Agreement;
5.1.4. the Pledgor will not transfer (in any way including by way of sale, assignment or otherwise) the Pledged Assets (or any nature whatsoeverpart thereof) other than with the prior written consent of the Collateral Agent or as may be permitted under the Credit Agreement;
5.1.5. except for restrictions and limitations imposed by the Loan Documents or applicable laws generally, charges, escrows, options, there are no agreements or arrangements (including any restrictions on transfer or rights of first refusalpre-emption) in effect that might prohibit, impair, delay or other agreements, restrictions, arrangements, commitments or obligations, written or oral, created by Pledgor, affecting the legal or beneficial ownership of the Collateral.
(c) From and after the date hereof, Pledgor shall not make any agreements restricting otherwise affect in any manner material and adverse to the transferability Secured Parties the pledge of the Pledged Assets hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;
5.1.6. the Pledgor has the power and authority to pledge the Pledged Assets hereunder;
5.1.7. no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the Pledge (other than such as have been obtained and are in full force and effect); and
5.1.8. this Agreement operates a valid pledge of the Pledged Assets in accordance with its terms and the Pledge created pursuant to this Agreement, creates a legal, valid, binding and enforceable first priority and first ranking security interest over the Pledged Assets in favour of the Collateral or otherwise affecting the Collateral;
Agent (d) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve and the Secured Parties' rights ) in the Collateral against any claims respect of third parties;
(e) Pledgor has arrangements for keeping informed of changes or potential changes affecting the Collateral (including, without limitation, rights all Secured Obligations and in each case prior and superior to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgeholder and the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; and
(f) So long as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded other persons, except for any mandatory privileges preferred by this section 5(f)applicable law.
Appears in 1 contract
Samples: Pledge Agreement (Axcan Intermediate Holdings Inc.)
Pledgor's Representations, Warranties and Covenants. Pledgor represents, warrants and covenants to Secured Parties as follows:
(a) This Pledgor represents and warrants that (i) Pledgor has the right, power and authority to execute, deliver and perform this Pledge Agreement creates and to pledge, assign, deliver, transfer and grant a valid and enforceable security interest in the CollateralPledged 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.
(b) Upon delivery Pledgor covenants and agrees that (i) it will at its expense defend both its own rights and interests and Pledgee’s rights and security interest in and to the Pledgeholder Pledged Shares against the claims and demands of all other persons; and (ii) it will do such acts and execute and/or deliver to Pledgee such further conveyances, agreements, assignments, legal opinions, instruments and other writings, and will obtain all such governmental consents and corporate approvals and will take such further action, as contemplated herebyPledgee may request from time to time in order to obtain the full benefit of this Pledge Agreement, the Collateral Pledged Shares, and the rights, powers and remedies granted to Pledgee hereunder. Pledgor further covenants and agrees that until this Pledge Agreement has been terminated, Pledgor will be free not (x) except as permitted by section 2.04(b)(ii) of the Loan Agreement and in accordance with and not in violation of any of the other Loan Documents or (y) without the prior written consent of the Pledgee, sell, assign, transfer, exchange or otherwise temporarily or permanently dispose of any of the Pledged Shares, or offer or contract to do so, and will not without such consent create, incur, assume or permit to exist any security interestsinterest, lienspledge, pledges claim or encumbrances created by Pledgor (except for other charge or encumbrance on or with respect to any such item other than 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 Collateralgranted to Pledgee hereunder.
(c) From and after the date hereof, Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral or otherwise affecting the Collateral;
(d) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve the Secured Parties' rights in the Collateral against any claims of third parties;
(e) Pledgor has arrangements for keeping informed of changes or potential changes affecting the Collateral (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgeholder and the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto; and
(f) So long as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded by this section 5(f).
Appears in 1 contract
Samples: Pledge and Security Agreement (First Albany Companies Inc)
Pledgor's Representations, Warranties and Covenants. Pledgor hereby represents, warrants and covenants to Secured Parties as followsPledgee that:
(a) This Agreement creates a valid contemporaneously herewith, Pledgor shall deliver to Pledgee any and enforceable security interest in all certificates, instruments or documents which evidence all or any portion of the Collateral.Pledged Collateral existing as of the date hereof;
(b) Upon delivery promptly upon Pledgor’s receipt thereof, Pledgor shall deliver to the Pledgeholder as contemplated herebyPledgee any and all additional certificates, the Collateral will be free of any security interests, liens, pledges instruments or encumbrances created by Pledgor (except for the security interest created hereby), documents which evidence all 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 portion of the Collateral.Pledged Collateral acquired after the date hereof;
(c) From and after the date hereoffrom time to time hereafter, Pledgor shall not make any agreements restricting deliver to Pledgee such other agreements, instruments, statements and documents as Pledgee may request to maintain Pledgee’s first position priority security interest and lien in any manner and to the transferability of the Collateral or otherwise affecting the Pledged Collateral;
(d) Pledgor shallhas the right, at Pledgor's expensepower and authority to execute, take any steps necessary deliver and perform this Pledge Agreement and to preserve the Secured Parties' rights pledge, assign, deliver, transfer and grant a security interest in the Collateral against any claims of third partiesPledged Collateral;
(e) Pledgor has arrangements for keeping informed this Pledge Agreement is a legal, valid and binding obligation of changes or potential changes affecting the Collateral (includingPledgor, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgeholder and the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action enforceable in accordance with respect thereto; andits terms;
(f) So long Pledgor has good title to each item of the Pledged Collateral (and is the legal record and beneficial owner of each of the Membership Interests and Additional Membership Securities), free and clear of all encumbrances and liens;
(g) each of the Membership Interests and Additional Membership Securities is duly and validly issued and fully paid and non-assessable;
(h) there are no restrictions on the transfer of any of the Membership Interests and Additional Membership Securities other than as may be imposed under applicable law;
(i) Pledgor shall execute and deliver to Pledgee, at the Indebtedness remains unpaidsole cost and expense of Pledgor, such further conveyances, agreements, assignments, instruments and other writings, and take such further action, as Pledgee may reasonably request in order to obtain the full benefit of this Pledge Agreement, the Pledged Collateral, and the rights, powers and remedies granted to Pledgee hereunder;
(j) until all of the Liabilities have been satisfied and this Pledge Agreement has been terminated, Pledgor shall will not causewithout Pledgee’s prior written consent, sell, assign, transfer, exchange or otherwise temporarily or permanently dispose of any item of the Pledged Collateral, or offer or contract to do so, and will not without such consent create, incur, assume or permit to exist any security interest, pledge, claim or other charge or encumbrance on or with respect to any such item other than the security interest granted to Pledgee hereunder;
(k) Pledgor will employ reasonable commercial efforts notify Pledgee at least thirty (30) days prior to prevent, changing its principal place of business or legal name. The foregoing representations and warranties shall survive the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP execution and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) delivery of this Pledge Agreement, waive the rights of the Secured Parties to the protection afforded by this section 5(f).
Appears in 1 contract
Samples: Membership Interest Pledge Agreement (Metrospaces, Inc.)
Pledgor's Representations, Warranties and Covenants. Pledgor represents, hereby --------------------------------------------------- represents and warrants to and/or covenants and covenants to Secured Parties agrees with Lender as follows:
(ai) This Agreement creates a valid and enforceable security interest in the Collateral.
(b) Upon delivery to Pledged Securities constitute the Pledgeholder 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 percentage of the Collateral.
(c) From issued and after outstanding equity securities of each of the Pledged Affiliates as of the date hereof, Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral or otherwise affecting the Collateralas set forth on Schedule 1 hereto;
(dii) Pledgor shallthe Pledged Securities are duly authorized, at Pledgor's expensevalidly issued, take any steps necessary to preserve the Secured Parties' rights in the Collateral against any claims of third partiesfully paid and non-assessable;
(eiii) there are no restrictions on the transfer of the Pledged Securities other than as a result of the Loan Agreement or applicable securities laws or the regulations promulgated thereunder;
(iv) Pledgor has arrangements for keeping informed of changes good title to the Pledged Securities;
(v) the Pledged Securities are not subject to any prior liens, encumbrances or potential changes affecting security interests;
(vi) Pledgor has the Collateral (including, without limitation, rights right to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers pledge the Pledged Securities hereunder free and voting rights), and the Pledgeholder and the Secured Parties shall not have any responsibility or liability for informing Pledgor clear of any such changes liens, encumbrances or potential changes security interests and without the consent of any other person or for taking any action or omitting government agency whatsoever;
(vii) Pledgor has full power and authority to execute, deliver and perform this Pledge Agreement and to pledge the Pledged Securities hereunder;
(viii) Pledgor will not take any action to allow any additional equity securities of the Pledged Affiliates to be issued or grant any options or warrants, unless such securities are pledged to Lender, on terms satisfactory to Lender as security for the Obligations;
(ix) the execution, delivery and performance of this Pledge Agreement will not violate any provision of law, administrative regulation, any order of any court or other agency of government, any provision of any indenture, agreement or other instrument to which Pledgor is a party, or be in conflict with, result in a material breach of or constitute (with respect theretodue notice and/or lapse of time) a material default under any such indenture, agreement or other instrument;
(x) there are no pending legal or governmental proceedings to which Pledgor is a party or to which any of its properties is subject which will materially affect Pledgor's ability to perform its obligations hereunder; and
(fxi) So long as on the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to preventdate hereof, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights Pledged Securities consist of the Secured Parties to the protection afforded by this section 5(f)securities listed on Schedule 1.
Appears in 1 contract
Samples: Pledge Agreement (Petopia Com Inc)
Pledgor's Representations, Warranties and Covenants. The Pledgor represents, hereby represents and warrants to and/or covenants and covenants to Secured Parties agrees with the Administrative Agent for the benefit of the Lenders as follows:
(i) the Pledged Securities described on Schedule 1 hereto constitute 100% of the issued and outstanding equity securities of each of the Pledged Affiliates;
(ii) the Pledged Securities are duly authorized, validly issued, fully paid and non-assessable and are subject to no options to purchase or similar rights of any Person;
(iii) there are no restrictions on the transfer of the Pledged Securities other than under applicable securities laws or the regulations promulgated thereunder;
(iv) the Pledgor has good title to the Pledged Securities;
(v) the Pledged Securities are not subject to any prior Liens, encumbrances or security interests;
(vi) the Pledgor has the right to pledge the Pledged Securities hereunder free and clear of any Liens, encumbrances or security interests (except the Lien created hereby) and without the consent of the creditors of the Pledgor or the Pledged Affiliates or any other Person or any government agency whatsoever;
(vii) the Pledgor is a corporation duly organized, validly existing and in good standing under the laws of the State of Alaska and is duly qualified to do business in all jurisdictions where the nature of its properties or business so requires. The Pledgor has the corporate power and authority (a) This to own its respective properties and to carry on its respective business as now being conducted and as intended to be conducted, to execute, deliver and perform its obligations under this Pledge Agreement creates and the other Fundamental Documents to which it is a party and any other documents contemplated hereby and thereby to which it is or will be a party and (b) to pledge the Pledged Securities hereunder;
(viii) the execution, delivery, and performance of this Pledge Agreement and the other Fundamental Documents to which it is a party and the pledge of the Pledged Securities hereunder (A) have been duly authorized by all necessary corporate action on the part of the Pledgor, (B) will not violate any provision of the Certificate of Incorporation or By-Laws of the Pledgor, (C) will not constitute a violation by the Pledgor of any provision of Applicable Law or any order of any court or other agency of the United States or any state thereof applicable to the Pledgor or any of its properties or assets, (D) will not violate any provision of any indenture, agreement, bond, note or other similar instrument to which the Pledgor is a party or by which the Pledgor or its properties or assets are bound, (E) will not be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such indenture, agreement, bond, note or other instrument and (F) will not result in the creation or imposition of any Lien, security interest, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Pledgor other than pursuant to this Pledge Agreement;
(ix) the Pledgor will not take any action to allow any additional equity securities of any of the Pledged Affiliates to be issued, or to grant any options or warrants, unless such securities are pledged to the Administrative Agent, for the benefit of the Lenders, on terms satisfactory to the Administrative Agent for the benefit of the Lenders, as security for the Obligations;
(x) all authorizations, approvals, registrations or filings with any governmental or public regulatory body or authority of the United States or any state thereof or any foreign jurisdiction required for the execution, delivery and performance by the Pledgor of this Pledge Agreement and the other Fundamental Documents to which it is a party, have been duly obtained or made, or duly applied for and are in full force and effect, and if any such further authorizations, approvals, registrations or filings should hereafter become necessary, the Pledgor shall obtain or make all such authorizations, approvals, registrations or filings;
(xi) upon the delivery of the certificates representing the Pledged Securities to the Administrative Agent in accordance with Section 2 hereof, the Administrative Agent for the benefit of the Lenders will have a valid and enforceable perfected security interest in the Collateral.
(b) Upon delivery Pledged Securities subject to no prior Lien, encumbrance or security interest. Neither the Pledgeholder as contemplated hereby, Pledgor nor any of its Subsidiaries has performed or will perform any acts which might prevent the Collateral will be free of Administrative Agent from enforcing 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.
(c) From terms and after conditions of this Pledge Agreement or which would limit the date hereof, Pledgor shall not make any agreements restricting Administrative Agent in any manner the transferability of the Collateral or otherwise affecting the Collateralsuch enforcement;
(dxii) this Pledge Agreement and the other Fundamental Documents to which the Pledgor shallis a party when executed by the Pledgor will constitute the legal, at valid and binding obligations of the Pledgor's expense, take any steps necessary enforceable in accordance with their respective terms, subject only, as to preserve the Secured Partiesenforcement of remedies, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights in the Collateral against any claims and general principles of third partiesequity;
(exiii) the Pledgor has arrangements for keeping informed will realize a direct economic benefit as a result of changes the Loans being made to the Borrower under the Credit Agreement;
(xiv) there are no pending or, to the knowledge of the Pledgor, threatened actions, suits, proceedings or potential changes investigations against it or affecting it or its properties that, individually or in the Collateral (includingaggregate, without limitation, rights would if adversely determined be likely to convert, rights to subscribe, payment have a material adverse effect on the performance by the Pledgor of dividends, reorganization or other exchanges, tender offers and voting rights), its obligations under this Pledge Agreement and the Pledgeholder and the Secured Parties shall not have any responsibility other Fundamental Documents to which it is a party or liability for informing Pledgor of any such changes its assets, operations, business or potential changes or for taking any action or omitting to take any action with respect theretofinancial condition; and
(fxv) So long as no sales, use, documentation or similar taxes, fees or other charges are payable with respect to the Indebtedness remains unpaid, Pledgor shall not cause, execution and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed delivery by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) Pledgor of this Agreement, waive Pledge Agreement and the rights of the Secured Parties other Fundamental Documents to the protection afforded by this section 5(f)which it is a party.
Appears in 1 contract
Samples: Credit and Security Agreement (General Communication Inc)
Pledgor's Representations, Warranties and Covenants. Pledgor represents--------------------------------------------------- represents and warrants that: (i) Pledgor has the right, warrants power and covenants authority to Secured Parties as follows:
(a) This execute, deliver and perform this Pledge Agreement creates and to pledge, assign, deliver, transfer and grant a valid and enforceable security interest in the Pledged Collateral.
; (bii) Upon delivery 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 Pledgeholder as contemplated herebyavailability of equitable remedies and any limitation that may restrict Pledgee from selling, the Collateral will be free of any security interests, liens, pledges voting 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 exercising control over USF RE INSURANCE COMPANY without obtaining approval of the Collateral.
Insurance Commissioner; (c) From and after the date hereof, Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral or otherwise affecting the Collateral;
(d) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve the Secured Parties' rights in the Collateral against any claims of third parties;
(eiii) Pledgor has arrangements for keeping informed good title to all of changes 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 potential changes affecting 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 Collateral (including, without limitation, rights to convert, rights to subscribe, payment transfer of dividends, reorganization any thereof other than such restrictions as appear on the certificates or other exchangesinstruments or writings representing them, tender offers and voting rights)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 Pledgeholder and execution, delivery or performance by the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes this Agreement or for taking any action the validity or omitting enforceability hereof except as are referred to take any action with respect thereto; and
in clause (fii) So long as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded by this section 5(f)above.
Appears in 1 contract
Samples: Credit Agreement (Centris Group Inc)
Pledgor's Representations, Warranties and Covenants. Pledgor represents--------------------------------------------------- represents and warrants that: (i) Pledgor has the right, warrants power and covenants authority to Secured Parties as follows:
(a) This execute, deliver and perform this Pledge Agreement creates and to pledge, assign, deliver, transfer and grant a valid and enforceable security interest in the Pledged Collateral.
; (bii) Upon delivery 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 Pledgeholder as contemplated herebyavailability of equitable remedies and any limitation that may restrict Pledgee from selling, the Collateral will be free of any security interests, liens, pledges voting 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 exercising control over VASA without obtaining approval of the Collateral.
Insurance Commissioner; (c) From and after the date hereof, Pledgor shall not make any agreements restricting in any manner the transferability of the Collateral or otherwise affecting the Collateral;
(d) Pledgor shall, at Pledgor's expense, take any steps necessary to preserve the Secured Parties' rights in the Collateral against any claims of third parties;
(eiii) Pledgor has arrangements for keeping informed good title to all of changes 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 potential changes affecting 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 Collateral (including, without limitation, rights to convert, rights to subscribe, payment transfer of dividends, reorganization any thereof other than such restrictions as appear on the certificates or other exchangesinstruments or writings representing them, tender offers and voting rights)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 Pledgeholder and execution, delivery or performance by the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes this Agreement or for taking any action the validity or omitting enforceability hereof except as are referred to take any action with respect thereto; and
in clause (fii) So long as the Indebtedness remains unpaid, Pledgor shall not cause, and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per share; provided, however, that United Heritage Corporation shall issue 222,222 shares of its Common Stock to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) of this Agreement, waive the rights of the Secured Parties to the protection afforded by this section 5(f)above.
Appears in 1 contract
Samples: Credit Agreement (Centris Group Inc)
Pledgor's Representations, Warranties and Covenants. Pledgor hereby represents, warrants and covenants to Secured Parties as followsLender that:
(a) This Agreement creates a valid contemporaneously herewith, Pledgor shall deliver to Lender any and enforceable security interest all certificates, instruments or documents which evidence all or any portion of the Pledged Collateral existing as of the date hereof, including, without limitation, the certificate referenced in the Collateral.Exhibit “A” attached hereto;
(b) Upon delivery promptly upon Pledgor’s receipt thereof, Pledgor shall deliver to the Pledgeholder as contemplated herebyLender any and all additional certificates, the Collateral will be free of any security interests, liens, pledges instruments or encumbrances created by Pledgor (except for the security interest created hereby), documents which evidence all 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 portion of the Collateral.Pledged Collateral acquired after the date hereof;
(c) From and after the date hereoffrom time to time hereafter, Pledgor shall not make any agreements restricting deliver to Lender such other agreements, instruments, statements and documents as Lender may request to maintain Lender’s first position priority security interest and lien in any manner and to the transferability of the Collateral or otherwise affecting the Pledged Collateral;
(d) Pledgor shallhas the right, at Pledgor's expensepower and authority to execute, take any steps necessary deliver and perform this Pledge Agreement and to preserve the Secured Parties' rights pledge, assign, deliver, transfer and grant a security interest in the Collateral against any claims of third partiesPledged Collateral;
(e) Pledgor has arrangements for keeping informed this Pledge Agreement is a legal, valid and binding obligation of changes or potential changes affecting the Collateral (includingPledgor, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgeholder and the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action enforceable in accordance with respect thereto; andits terms;
(f) So long Pledgor has good title to each item of the Pledged Collateral (and is the legal record and beneficial owner of each of the Membership Interests and Additional Membership Securities), free and clear of all encumbrances and liens except Lender’s security interest hereunder;
(g) each of the Membership Interests and Additional Membership Securities is duly and validly issued and fully paid and non-assessable;
(h) there are no restrictions on the transfer of any of the Membership Interests and Additional Membership Securities other than as may be imposed under applicable law and except as set forth herein, in the Indebtedness remains unpaidSecond Amended and Restated Limited Liability Company Agreement of Borrower, Pledgor shall not causedated the date hereof, or in the Investor Rights Agreement, dated June 1, 2004, among Borrower, its members and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per sharecertain other parties; provided, however, that United Heritage Corporation such restrictions have either been waived or do not impair Lender’s rights under this Pledge Agreement;
(i) Pledgor shall issue 222,222 shares execute and deliver to Lender, at the sole cost and expense of its Common Stock Pledgor, such further conveyances, agreements, assignments, instruments and other writings, and take such further action, as Lender may reasonably request in order to Richardson & Patel LLP and a warrant to purchase an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLP, said warrant having an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with obtain the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time, in accordance with the requirements of subsection 8(g) full benefit of this Pledge Agreement, waive the rights Pledged Collateral, and the rights, powers and remedies granted to Lender hereunder;
(j) until all of the Secured Parties Liabilities have been satisfied and this Pledge Agreement has been terminated, Pledgor will not without Lender’s prior written consent, sell, assign, transfer, exchange or otherwise temporarily or permanently dispose of any item of the Pledged Collateral, or offer or contract to do so, and will not without such consent create, incur, assume or permit to exist any security interest, pledge, claim or other charge or encumbrance on or with respect to any such item other than the protection afforded by security interest granted to Lender hereunder; and
(k) Pledgor will notify Lender at least thirty (30) days prior to changing it’s principal place of business or legal name. The foregoing representations and warranties shall survive the execution and delivery of this section 5(f)Pledge Agreement.
Appears in 1 contract
Samples: Membership Interest Pledge Agreement (United American Healthcare Corp)
Pledgor's Representations, Warranties and Covenants. Pledgor hereby represents, warrants and covenants to Secured Parties as followsLender that:
(a) This Agreement creates a valid contemporaneously herewith, Pledgor shall deliver to Lender any and enforceable security interest in all certificates, instruments or documents which evidence all or any portion of the Collateral.Pledged Collateral existing as of the date hereof;
(b) Upon delivery promptly upon Pledgor’s receipt thereof, Pledgor shall deliver to the Pledgeholder as contemplated herebyLender any and all additional certificates, the Collateral will be free of any security interests, liens, pledges instruments or encumbrances created by Pledgor (except for the security interest created hereby), documents which evidence all 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 portion of the Collateral.Pledged Collateral acquired after the date hereof;
(c) From and after the date hereoffrom time to time hereafter, Pledgor shall not make any agreements restricting deliver to Lender such other agreements, instruments, statements and documents as Lender may request to maintain Lender’s first position priority security interest and lien in any manner and to the transferability of the Collateral or otherwise affecting the Pledged Collateral;
(d) Pledgor shallhas the right, at Pledgor's expensepower and authority to execute, take any steps necessary deliver and perform this Pledge Agreement and to preserve the Secured Parties' rights pledge, assign, deliver, transfer and grant a security interest in the Collateral against any claims of third partiesPledged Collateral;
(e) Pledgor has arrangements for keeping informed this Pledge Agreement is a legal, valid and binding obligation of changes or potential changes affecting the Collateral (includingPledgor, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Pledgeholder and the Secured Parties shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action enforceable in accordance with respect thereto; andits terms;
(f) So long Pledgor has good title to each item of the Pledged Collateral (and is the legal record and beneficial owner of each of the Membership Interests and Additional Membership Securities), free and clear of all encumbrances and liens except (i) Lender’s security interest hereunder; and (ii) a pledge in favor of Pulse Sellers, LLC, a Utah limited liability company, provided such pledge is subordinated to the Lender’s lien in the Pledged Collateral pursuant to a written subordination agreement in form and substance satisfactory to Lender (the “Subordinate Pledge”);
(g) each of the Membership Interests and Additional Membership Securities is duly and validly issued and fully paid and non-assessable;
(h) there are no restrictions on the transfer of any of the Membership Interests and Additional Membership Securities other than as may be imposed under applicable law and except as set forth herein, in the Indebtedness remains unpaidSubordinate Pledge and in the Second Amended and Restated Limited Liability Company Agreement of Borrower, Pledgor shall not causedated the date hereof, or in the Investor Rights Agreement, as amended as of the date hereof, among Borrower, its members and Pledgor will employ reasonable commercial efforts to prevent, the issuance by United Heritage Corporation of additional shares of Common Stock at a price of less than $1.00 per sharecertain other parties; provided, however, that United Heritage Corporation such restrictions have either been waived or do not impair Lender’s rights under this Pledge Agreement;
(i) Pledgor shall issue 222,222 shares execute and deliver to Lender, at the sole cost and expense of Pledgor, such further conveyances, agreements, assignments, instruments and other writings, and take such further action, as Lender may reasonably request in order to obtain the full benefit of this Pledge Agreement, the Pledged Collateral, and the rights, powers and remedies granted to Lender hereunder;
(j) until all of the Liabilities have been satisfied and this Pledge Agreement has been terminated, Pledgor will not without Lender’s prior written consent, sell, assign, transfer, exchange or otherwise temporarily or permanently dispose of any item of the Pledged Collateral, or offer or contract to do so, and will not without such consent create, incur, assume or permit to exist any security interest, pledge, claim or other charge or encumbrance on or with respect to any such item other than the security interest granted to Lender hereunder and the Subordinate Pledge;
(k) until all of the Liabilities have been satisfied and this Pledge Agreement has been terminated, Pledgor will not (i) incur any new or additional “Indebtedness” (as such term is defined in the Loan Agreement), other than “Permitted Debt” (hereinafter defined), (ii) pay any dividend, distribution or return of capital to any shareholder or other owner of Pledgor, or any other payment or delivery of property or cash to any of Pledgor’s shareholders or other owners, or any redemption, retirement, purchase or other acquisition of all or any portion of the stock or other ownership interests of Pledgor, or (iii) pledge, grant a security interest in or otherwise encumber any of its Common Stock assets, other than the pledge of the Pledged Collateral as otherwise permitted herein and the pledge of the Equity Interests in Pledgor’s subsidiaries. Notwithstanding the foregoing, provided no Event of Default then exists, Pledgor shall be permitted to Richardson & Patel LLP (A) pay dividends in the form of additional Equity Interests; (B) issue additional common or preferred Equity Interests; (C) redeem the Equity Interests issued by Pledgor and a warrant to purchase owned by St. Xxxxxx Investments LLC, an additional 222,220 xxxxxx xf ixx Xxmmon Stock to Richardson & Patel LLPIllinois limited liability company (“St. Xxxxxx”), said warrant having and The Dove Charitable Foundation Trust, an exercise price of $0.50 xxx xxxxe axx xxving a term of five years, all in accordance with Illinois Trust (the resolution passed by the United Heritage Corporation Board of Directors on April 20, 2004; and provided further that the Pledgeholder may from time-to-time“Dove Foundation”), in accordance with the requirements put or call provisions set forth in that certain Voting and Standstill Agreement dated as of subsection 8(gMarch 19, 2010, as amended by that certain Amendment to Voting and Standstill Agreement of even date herewith, each executed by and between St. Xxxxxx and Pledgor, as amended by that certain Amendment to Join the Voting and Standstill Agreement of even date herewith, executed by and among Pledgor, St. Xxxxxx and the Dove Foundation, provided the total aggregate payments for such redemptions do not exceed $3,600,000; and (D) in addition to the redemptions permitted pursuant to clause (C) above, redeem additional Equity Interests issued by Pledgor, and pay cash dividends to Pledgor’s Equity Interest Holders, provided the total aggregate cash paid or payable by Pledgor under this clause (D) does not exceed $500,000 for all such transactions from the date of this Agreement, waive Pledge Agreement through the rights of date the Secured Parties Liabilities are paid in full and all commitments by Lender to provide loans and other financial accommodations to Borrower are terminated. Nothing contained herein shall restrict Pledgor from executing non-recourse guaranties with respect to the protection afforded by this section 5(f)obligations of its subsidiaries.
(l) Pledgor will notify Lender at least thirty (30) days prior to changing it’s principal place of business or legal name.
Appears in 1 contract
Samples: Membership Interest Pledge Agreement (United American Healthcare Corp)
