Possession of Pledged Collateral. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Collateral in the physical possession of Pledgee pursuant hereto, neither Pledgee nor any nominee of Pledgee shall have any duty or liability to collect any sums due in respect thereof or to protect, preserve or exercise any rights pertaining thereto, and shall be relieved of all responsibility for the Pledged Collateral upon surrendering them to Pledgor.
Possession of Pledged Collateral. Borrower shall deliver the Pledged Interests to Lender or to a Person who has agreed in writing to act as Lender’s agent for such purposes, and Lender (or such other Person as the case may be) shall take possession of the Pledged Interests, in each case on the Closing Date, and Lender (or such other Person as the case may be) shall thereafter hold the Pledged Interests pursuant to the terms hereof; provided, that, notwithstanding the foregoing or anything to the contrary set forth herein, Lender agrees to deliver the Pledged Interests to a “securities intermediary” (as such term is defined in the UCC) selected by Borrower (the “Securities Firm”) and at the request and expense of Borrower to be deposited into a securities account (the “Securities Account”) pursuant to a securities account control agreement (the “Securities Account Control Agreement”), in form and substance mutually acceptable to Borrower and Lender, but in all events sufficient to maintain Lender’s “control” (as such term is defined in the UCC) of the Pledged Interests.
Possession of Pledged Collateral. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Collateral in the physical possession of the Collateral Agent pursuant hereto, neither the Collateral Agent nor any nominee of the Collateral Agent shall have any duty or liability to collect any sums due in respect thereof or to protect, preserve or exercise any rights pertaining thereto, and shall be relieved of all responsibility for the Pledged Collateral upon surrendering them to the applicable Pledgor.
Possession of Pledged Collateral. Except as otherwise expressly permitted herein, all of the Pledged Collateral (to the extent it is certificated form) shall be held by the Lender, in its capacity as a first lienholder on the Pledged Collateral, accompanied by proper instruments of assignment duly executed in blank by the Borrower and by such other instruments or documents as the Lender or its counsel may reasonably request sufficient to transfer the title thereto to the Lender or its nominee.
Possession of Pledged Collateral. Pledgor shall not surrender or lose possession of (other than to Lender), sell, encumber, lease, rent, or otherwise dispose of or transfer any Pledged Collateral, and shall keep the Pledged Collateral free of all levies and security interests or other liens or charges (including, but not limited to junior liens), except those that Lender approves in writing.
Possession of Pledged Collateral. All certificates for the Pledged Shares, certificates for any additional capital stock other equity interests, options, warrants or rights, dividends, distributions, cash, property and securities comprising part of the Pledged Collateral shall be delivered to the Pledgee by the Companies or each Pledgor, and the Pledgors hereby authorize and direct each Company to make such delivery to the Pledgee, and each Pledgor shall deliver to the Pledgee proper instruments of assignment therefor duly executed and endorsed by such Pledgor and such other instruments or documents (including, without limitation, financing statements) as the Pledgee may reasonably request sufficient to perfect the lien of the Pledgee in the Pledged Collateral and, upon the occurrence of an Event of Default, to transfer title thereto to the Pledgee or its nominee. Any Pledged Collateral which may at any time be in the possession of a Pledgor shall be promptly delivered to the Pledgee, and prior thereto, shall be deemed to be held in trust on behalf of the Pledgee as the Pledgee's agent.
Possession of Pledged Collateral. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Collateral in the physical possession of the Second Priority Collateral Agent or its Representative pursuant hereto, neither the Second Priority Collateral Agent nor any nominee or Representative of the Second Priority Collateral Agent shall have any duty or liability to collect any sums due in respect thereof or to protect, preserve or exercise any rights pertaining thereto, and shall be relieved of all responsibility for the Pledged Collateral upon surrendering them to the applicable Pledgor.
Possession of Pledged Collateral. Not to encumber, lease, sell or otherwise dispose of or transfer any Pledged Collateral and to keep the Pledged Collateral free of all levies, security interests or other Liens or charges other than those approved in writing by the Secured Party or Permitted Liens.
Possession of Pledged Collateral. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Shares in the physical possession of Pledgee pursuant hereto, neither Pledgee, nor any nominee of Pledgee, shall have any duty or liability to collect any sums due in respect thereof or to protect, preserve or exercise any rights pertaining thereto (including any duty to ascertain or take action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to the Pledged Collateral and any duty to take any necessary steps to preserve rights against any parties with respect to the Pledged Collateral), and shall be relieved of all responsibility for the Pledged Collateral upon surrendering them to Pledgor. Pledgor assumes the responsibility for being and keeping itself informed of the financial condition of Pledge Entity and of all other circumstances bearing upon the risk of non-payment of the Liabilities, and Pledgee shall have no duty to advise Pledgor of information known to Pledgee regarding such condition or any such circumstance. Pledgee shall have no duty to inquire into the powers of Pledge Entity or its officers, directors, managers, members, partners or agents thereof acting or purporting to act on its behalf.
Possession of Pledged Collateral. Except as otherwise expressly permitted herein, all of the Pledged Collateral shall be delivered to Singerman, Mills, Desberg and Kauntz Co., L.P.A. ("Escrow Agent"), accompanied by proper instruments of assignment duly executed in blank by the Parent and by such other instruments or documents as Xxxxxx or its counsel may reasonably request sufficient to transfer the title thereto to Xxxxxx or its nominee. The parties agree that the Escrow Agent shall hold the Pledged Shares pursuant to the terms and conditions of an Escrow Agreement entered into by Xxxxxx, Parent and Escrow Agent of even date herewith.
