Representation and Warranties. Without prejudice or limitation to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that: a. the Issuer has full power to enter into this Security Agreement and to create the security interests constituted by this Security Agreement; b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order: i. to authorise the entry into, performance and delivery of this Security Agreement; ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity); c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement; d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents; e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateral.
Appears in 4 contracts
Samples: Security Agreement, Security Agreement, Security Agreement
Representation and Warranties. Without prejudice or limitation to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer a) The Borrower represents, and warrants and covenants to the Trustee that:
a. (i) each Obligor has the Issuer has full competence and power to enter into this Security Agreement execute the Financing Documents and has taken the necessary approvals in relation to create the security interests constituted by this Security Agreementexecution of the Financing Documents (to which the relevant Obligor is a party), which approvals will remain valid and subsisting till the Final Settlement Date;
b. (ii) all the Issuer information provided by an Obligor in relation to the Facility, whether or not relevant for ascertaining the credit worthiness of the Borrower, is true and correct and not misleading in any manner;
(iii) each Obligor is capable of and entitled under all Applicable Laws to execute and perform the Financing Documents and the transactions thereunder;
(iv) each Obligor has taken all action required the necessary approvals in relation to be takenthe execution of the Financing Documents, fulfilled which approvals will remain valid and done subsisting during the tenure of the Facility;
(including v) the relevant Security Provider has and shall maintain absolute, clear and marketable title over the Secured Assets, has exercised due care and caution (including, where necessary, obtaining of advise of tax and, or, legal and, or, accounting and, or, financial and, or, other professionals) and that the Secured Assets are absolutely unencumbered and free from any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreementliability whatsoever;
ii. to ensure that the obligations expressed to be assumed (vi) there are no actions, suits, proceedings or investigations pending or threatened by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency against an Obligor or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding Secured Assets at law or in equity)equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may constitute individually or in the aggregate or may result in a Material Adverse Effect;
c. (vii) no event, circumstance or situation has occurred, which might affect the Issuer Security Provider or the Lender's right towards the Securities or hinder the enforcement of the Securities;
(viii) no Material Adverse Effect or Event of Default has good, marketable and indefeasible title to occurred;
(ix) the Collateral, has Securities are not made any prior sale, pledge, encumbrance, assignment included in or other disposition of affected by any of the Collateralschemes of Central / State Government or of the improvement trust or any other public body or local authority or by any alignment, widening or construction of road under any scheme of the Central and, or, State Government or of any Corporation, Municipal Committee, Gram Panchayat etc.;
(x) each Obligor has paid and shall pay when due, all public demands such as taxes, taxes and all the Collateral other revenues payable to the Government of India or to the Government of any State or to any local authority and that at present there are no arrears of such taxes and revenues due and outstanding;
(xi) each Security Provider has good and marketable title to its respective Secured Assets and each Secured Asset is free and clear from all encumbrances and rights of setoff of any kind except (other than the lien security created / to be created in favor favour of the Trustee created by this Security Agreement and the Trust Deed Lender) and any lien in favor of the Margin Loan Provider pursuant claims and demands and is not subject to the Margin Account Agreement;
d. except as herein providedany lis pendens, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral attachment or any other part pending litigation or any process issued by any court or governmental authority and is not affected by any notice of acquisition or requisition;
(xii) the availing of the Collateral in respect Facility and performance of the Relevant Series obligations by an Obligor under this Terms and or any right other Financing Documents shall constitute, private and commercial acts done and performed by such Obligor;
(xiii) an Obligor is not and shall not be entitled to and shall not claim immunity for itself or interest therein or thereto or create or allow to exist any lienits assets and properties from suit, security interest execution, attachment or other encumbrance over such Collateral legal process in any proceedings in relation to this Terms and other Financing Documents;
(to xiv) neither an Obligor nor none of its directors, partners, members, as the extent it relates to the Issuercase may be have not been declared a wilful defaulter/s under any applicable law and or by any relevant authority;
(xv) except each Obligor which is a natural Person, is not a minor, is solvent in accordance with the Conditions Applicable Laws, is of the Relevant Series sound mind and the Programme Documents;
e. without prejudice fulfils all conditions for capacity to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requirescontract under Applicable Laws; and
f. (xvi) the Issuer Securities created will be legal, valid and enforceable, and, in each case, are prior and superior in right to any other Person.
b) Each of the representations and warranties given by the Borrower are deemed material.
c) Further, the Borrower confirms that the representations and warranties contained herein shall promptly provide be deemed to be repeated by the Trustee Borrower on and as of each day from the date of this Terms until the Final Settlement Date, as if made with all information and other documentation which it may request in relation reference to the Collateralfacts and circumstances existing on such day.
Appears in 4 contracts
Samples: General Terms and Conditions, General Terms and Conditions, General Terms and Conditions
Representation and Warranties. Each COMPETITOR represents and warrants that (a) Each COMPETITOR is authorized to enter into this agreement on behalf of such COMPETITOR and all Affiliates of COMPETITOR; (b) If any COMPETITOR is not an individual, then such COMPETITOR is duly formed, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its formation, that such COMPETITOR is fully authorized to enter into and perform its obligations under this AGREEMENT, and the individual executing and delivering this AGREEMENT on behalf of COMPETITOR is duly authorized to do so; (c) The COMPETITORS own or have the exclusive right to license any and all trademarks displayed on any of the COMPETITORS’ robots and other equipment, and any and all other rights related to any of the COMPETITORS’ robots, and that in connection with the EVENT and this AGREEMENT, no COMPETITOR is infringing any intellectual property rights of any other person, including, without limitation, any rights in trademark, trade dress, copyright, patent, trade secrets, and/or rights of publicity; and (d) No COMPETITOR’s robot which is participating in the EVENT is the subject of any pending litigation or, to COMPETITOR’S knowledge, threatened litigation. Without prejudice or limitation to the foregoing representations, each COMPETITOR understands that (i) robot names which are confusingly similar to trademarks held by third parties, and (ii) robots which employ existing "off-the-shelf" toys or other items which embody the copyrights, trademarks or other intellectual property rights of third parties, do or may infringe on third-party intellectual property rights unless the owners of such intellectual property rights consent in a written agreement acceptable in form and substance to PROMOTER in its sole and complete discretion. Incorporation and use of infringing elements may constitute a breach of this paragraph 3 and may make it difficult or impossible for PROMOTER to have toys or other merchandise made from any robot of any COMPETITOR. All representations, warranties and covenants obligations of the Issuer in the Trust Deedeach COMPETITOR, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power to enter into this Security Agreement and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part or all of the Collateral in respect of the Relevant Series them, under this AGREEMENT shall be joint and several. Under no circumstances will PROMOTER or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice COMPETITOR be liable to any specific requirements in the Trust Deed other party hereto for the delivery of documentsany consequential, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trusteeindirect, from time to timespecial, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateralpunitive or incidental damages or lost profits.
Appears in 3 contracts
Samples: Competitor Agreement, Competitor Agreement, Competitor Agreement
Representation and Warranties. Without prejudice or limitation to any representations, warranties The Guarantor represents and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee thatas follows:
a. This Guaranty has been duly executed and delivered by the Issuer has full power Guarantor. Execution, delivery and performance of this Guaranty will not: (i) violate any provision of law, order of any court, agency or instrumentality of government, or any provision of any indenture, agreement or other instrument to enter into this Security Agreement and to create which the security interests constituted Guarantor is a party or by this Security Agreement;which the Guarantor or any of the Guarantor's properties is bound; (ii) result in the creation or imposition of any lien, charge or encumbrance of any nature, other than the liens created by the Note; or (iii) require any authorization, consent, approval, license, exemption of, or filing or registration with, any court or governmental authority.
b. This Guaranty is the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, validvalid and binding obligation of the Guarantor, binding enforceable against the Guarantor in accordance with its terms. The loans or credit accommodations made by Franklin Holding to FCMC and enforceable subject, as the assumption by the Guarantor of the Guarantor's obligations hereunder and under any other Loan Document to enforcement, to (1) which the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply Guarantor is a party will result in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable material benefits to the Issuer; and (2) general equitable principles (whether enforceability of such principles Guarantor. This Guaranty was entered into by the Guarantor for commercial purposes.
c. There is considered in a no action, suit, or proceeding at law or in equity);
c. the Issuer has goodequity or by or before any governmental authority, marketable and indefeasible title agency or other instrumentality now pending or, to the Collateralknowledge of the Guarantor, has not made any prior sale, pledge, encumbrance, assignment threatened against or other disposition of affecting the Guarantor or any of the CollateralGuarantor's properties or rights which, if adversely determined, would materially impair or affect: (i) the Guarantor's right to carry on the Guarantor's business substantially as now conducted (and as now contemplated); or (ii) the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor Guarantor's financial condition.
d. No document, certificate or statement furnished to Franklin Holding by or on behalf of the Trustee created by this Security Agreement Guarantor contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will therein not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateralmisleading.
Appears in 3 contracts
Samples: Guaranty (Franklin Credit Management Corp), Guaranty (Franklin Credit Holding Corp/De/), Guaranty (Franklin Credit Holding Corp/De/)
Representation and Warranties. Without prejudice or limitation to any representations, warranties In consideration of establishing and covenants of maintaining the Issuer in the Trust DeedLoan Account, the Issuer represents, Borrower hereby represents and warrants and covenants to the Trustee that:
a. Bank on the Issuer has full power to enter into date of this Security Agreement and to create on each date a Loan is requested that: (a) the security interests constituted Borrower is duly organized, validly existing, and in good standing under the laws of its state of organization; (b) the execution, delivery, and performance by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery Borrower of this Security Agreement;
ii. Agreement and the Note are within its powers, have been duly authorized by all necessary action, and do not contravene the Borrower’s organizational documents (e.g., charter, articles of incorporation or by-laws, articles of association or operating agreement, partnership agreement or any similar agreement) or any law or contractual restriction binding on or affecting the Borrower; (c) no authorization or approval or other action by, and no notice to ensure that or filing with, any governmental authority or regulatory body is required for the obligations expressed to be assumed Borrower’s due execution, deliver, and performance of this Agreement or the Note; (d) this Agreement is, and the Note when executed and delivered by it in this Security Agreement are the Borrower will be, the Borrower’s legal, valid, and binding and obligation enforceable subjectagainst the Borrower in accordance with its terms, except as to enforcement, to (1) the effect of enforceability may be limited by applicable bankruptcy, examinershipinsolvency, insolvency reorganization, moratorium or other similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; rights generally and (2) general by equitable principles (whether enforcement is sought by proceedings in law or equity); (e) the Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of the Loans will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock, in violation of Regulation U; and (f) there is no pending or threatened action or proceeding affecting the Borrower before any court, governmental agency or arbitrator, which may reasonably be expected to materially adversely affect the Borrower’s financial condition or operations or which purports to affect the legality, validity, or enforceability of such principles is considered in a proceeding at law this Agreement or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the CollateralNote.
Appears in 3 contracts
Samples: Loan Authorization Agreement (Multi-Strategy Hedge Opportunities LLC), Loan Authorization Agreement (BlackRock Multi-Strategy Hedge Opportunities LLC), Loan Authorization Agreement (Multi-Strategy Hedge Opportunities LLC)
Representation and Warranties. Without prejudice or limitation The CP warrants to CAL as follows as at the date of this Agreement and as at every time any new Content is provided by the CP to CAL:
8.1. That at all times during the subsistence of this Agreement all the information it shall furnish to CAL in relation to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants Content provided will to the Trustee that:
a. best of its knowledge be true and accurate in all material respects and that such information will not omit any material information which might reasonably be expected to affect the Issuer has full power decision of CAL to enter into this Security Agreement or Use the Content;
8.2. That any Content provided to CAL will be in accordance with all specifications set out in this Agreement or otherwise specified by CAL, in conformity with clause 7 of this Agreement and to create generally of overall merchantable quality that is customary for the security interests constituted by this Security Agreementindustry;
b. 8.3. That the Issuer CP has taken all action required the unlimited right to be takendistribute, fulfilled and done (including license and/or sell the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply rights in the event of any bankruptcyContent or that it has obtained the relevant rights or permissions to provide the Content and license it to CAL for Use, examinershipdistribution, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition sub-licensing and/or grant of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions terms of this Agreement and that that the CP shall continue to retain the aforesaid rights throughout the term of this Agreement;
8.4. That the CP has not previously granted and will not grant any rights in or to the Content to any third party that are inconsistent with the rights granted to CAL herein, or which would interfere with the performance and continuance of this Agreement;
8.5. There are no proceedings pending or, to its knowledge, threatened, and there is no existing basis for any such proceedings, against or affecting it by or before any court, arbitrator, or other governmental authority which, if adversely determined, individually or in the aggregate might be reasonably expected to materially and adversely affect its properties, business, prospects, profits or condition or adversely affect its ability to perform its obligations under this Agreement;
8.6. It validly exists under the laws of Kenya and has all the necessary power and authority to enter into and perform all of its obligations under this Agreement, has in addition obtained all necessary permits, licences and consents from all relevant regulatory authorities and has, in addition, not taken any corporate action or other action for its winding up, dissolution or re-organisation or for the appointment of a receiver, trustee or similar officer of it or of any or all of its assets or revenues or for bankruptcy (where applicable);
8.7. That its execution, delivery and performance of this Agreement will not be in conflict with or breach any other agreement or obligation to which it is a party or is bound;
8.8. That it owns all Intellectual Property Rights in the Content and has the right to license to CAL such Content for Use;
8.9. That the Content does not infringe:
8.9.1. any copyright;
8.9.2. any patent or trademark;
8.9.3. any right of publicity, right of privacy or other proprietary rights of any third party and does not contain any matter which, if published, will be libellous or defamatory in all cases under Kenyan Law; or
8.9.4. any Intellectual Property Rights;
8.10. That no third party, officer or employee of CAL has received or will receive any material or other benefit for the purpose of influencing the action of a CAL officer or employee in the execution, retention or amendment of this Agreement or securing any determination in respect to the CP’s performance;
0.00. Xx the case of third-party content obtained by the CP as part of the Relevant Series Content, the CP warrants that it shall procure all necessary consents, licences and permits from such third parties, which may be necessary for CAL to Use the Programme DocumentsContent with such consent, licence or permit being in a form agreed to by CAL in writing;
e. 8.12. The CP hereby undertakes to indemnify and hold CAL, its directors, officers, agents and employees harmless for any cost, claim or liability arising from the breach of the aforesaid warranties and representations (including, without prejudice limitation, all costs and damages incurred as a result of any third-party claims that Use, distribution, sale, sub-licensing and/or grant of rights by CAL, or Wireless Use by any person, of the Content or any part thereof infringes on any rights of any third party);
0.00. Xx the event that any such infringement claim arises or in CAL’s opinion is likely to any specific requirements in the Trust Deed for the delivery of documentsarise, the Issuer CP shall at his/her expense and at CAL’s option procure for CAL the right to continue using the Content.
8.14. Where the infringement claim relates to a severable item of Content provided hereunder, then at the option of CAL, the CP will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request terminate this Agreement in relation to such severable part, and otherwise the CollateralAgreement shall continue in full force and effect.
Appears in 3 contracts
Samples: Content License Agreement, Content License Agreement, Content License Agreement
Representation and Warranties. Without prejudice or limitation to any representationsBy its execution of this Amendment, warranties each Credit Party party hereto hereby represents and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer (a) this Amendment has full power to enter into this Security Agreement been duly authorized, executed and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed delivered by it in this Security Agreement are and constitutes a legal, validvalid and binding obligation of each Credit Party party hereto, binding and enforceable subjectagainst such Credit Party in accordance with its terms, except as to enforcement, to (1) the effect of such enforceability may be limited by bankruptcy, examinershipinsolvency, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinershipreorganization, receivership, insolvency moratorium or similar event applicable to the Issuer; other Laws affecting creditors’ rights generally and (2) by general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. (b) the Issuer has goodexecution, marketable delivery and indefeasible title to the Collateralperformance by each Credit Party party hereto of this Amendment do not and will not (i) violate (A) any provision of any Applicable Law, has not made any prior sale, pledge, encumbrance, assignment or other disposition of (B) any of the CollateralOrganizational Documents of the Borrower or any of its Subsidiaries, and the Collateral is free from all encumbrances and rights of setoff or (C) any order, judgment or decree of any kind court or other agency of government binding on the Borrower or any of its Subsidiaries, except with respect to clauses (A) and (C) to the lien extent that such violation could not reasonably be expected to have a Material Adverse Effect; (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Borrower or any of its Subsidiaries, except to the extent that such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor Collateral Agent, on behalf of the Margin Loan Provider pursuant Secured Parties); or (iv) unless otherwise obtained, require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of the Borrower or any of its Subsidiaries, except for any such approval or consent the failure of which to the Margin Account Agreementobtain could not reasonably be expected to have a Material Adverse Effect;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part (c) each of the Collateral or any other part representations and warranties contained in Article 4 of the Collateral Credit Agreement is true and correct in respect all material respects as of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lienAmendment Effective Date, security interest or other encumbrance over such Collateral (except to the extent it relates such representations and warranties specifically relate to the Issuer) except an earlier date, in accordance with the Conditions which case such representations and warranties are true and correct in all material respects on and as of the Relevant Series such earlier date (provided that representations and the Programme Documents;
e. without prejudice to any specific requirements warranties that are qualified by materiality shall be true and correct in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requiresrespects); and
f. (d) no Default or Event of Default exists, or will result from the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateralexecution of this Amendment.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)
Representation and Warranties. Without prejudice or limitation Borrower represents and warrants to any representations, warranties and covenants the Lenders as of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee date hereof that:
a. (a) The execution, delivery and performance of this Limited Waiver and Amendment have been duly authorized by all necessary corporate action by Borrower, and (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, (ii) will not violate the Issuer has full power Organizational Documents of any Loan Party, (iii) will not violate any Requirement of Law, (iv) will not violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon any Loan Party or its property, or give rise to enter into this Security Agreement a right thereunder to require any payment to be made by any Loan Party, and to create (v) will not result in the security interests constituted creation or imposition of any Lien on any property of any Loan Party, except Liens created by this Security Agreementthe Loan Documents and Permitted Liens;
b. (b) this Limited Waiver and Amendment constitutes the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, validvalid and binding obligations of Borrower enforceable against Borrower and the other Loan Parties in accordance with its terms, binding and enforceable subject, as subject to enforcement, to (1) the effect of applicable bankruptcy, examinershipinsolvency, insolvency reorganization, moratorium or similar other laws affecting generally the enforcement of creditors’ rightsrights generally and subject to general principles of equity, as such laws would apply in the event regardless of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding in equity or at law or in equity)law;
c. the Issuer has good, marketable (c) On and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any as of the CollateralEffective Date (giving effect to this Limited Waiver and Amendment), and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor each of the Trustee created representations and warranties made by this Security any Loan Party contained in Article III of the Credit Agreement and the Trust Deed each other Loan Document is true and correct in all material respects (except that any lien representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in favor all respects on and as of the Margin Loan Provider pursuant Effective Date (giving effect to the Margin Account Agreement;
d. this waiver), as if made on and as of such date and except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates that such representations and warranties specifically relate to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requiresan earlier date); and
f. (d) At the Issuer shall promptly provide the Trustee with all information time of and other documentation which it may request in relation after giving effect to the Collateralthis Limited Waiver and Amendment, no Default or Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Limited Waiver and Amendment (Cambium-Voyager Holdings, Inc.), Limited Waiver and Amendment (Cambium-Voyager Holdings, Inc.)
Representation and Warranties. Without prejudice or limitation to any representations, warranties and covenants of To induce the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power Administrative Agent to enter into this Security Agreement Amendment and to create induce the security interests constituted Lenders to consent thereto, the Borrower hereby represents and warrants to the Agents and all of the Lenders as of the Amendment Effective Date that:
(a) Each Loan Party has the corporate power and authority, and the legal right, to make and deliver the Amendment Documents to which it is a party and to perform the Loan Documents to which it is a party, as amended by this Security Agreement;
b. the Issuer Amendment Documents, and has taken all necessary corporate action to authorize the execution, delivery and performance of such Amendment Documents and the performance of such Loan Documents, as so amended.
(b) No consent or authorization of, approval by, notice to, filing with or other act by or in respect of, any Governmental Authority or any other Person is required to be taken, fulfilled and done (including in connection with the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance execution and delivery of this Security Agreement;the Amendment Documents or with the performance, validity or enforceability of the Loan Documents, as amended by the Amendment Documents.
ii. to ensure that (c) Each Amendment Document has been duly executed and delivered on behalf of each Loan Party which is a party thereto.
(d) Each Amendment Document and each Loan Document, as amended by the obligations expressed to be assumed by it in this Security Agreement are Amendment Documents, constitutes a legal, validvalid and binding obligation of each Loan Party which is a party thereto enforceable against such Loan Party in accordance with its terms, binding and enforceable subject, except as to enforcement, to (1) the effect of affected by bankruptcy, examinershipinsolvency, insolvency or fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting generally the enforcement of creditors’ rights' rights generally, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding in equity or at law law) and an implied covenant of good faith and fair dealing.
(e) The execution, delivery and performance of the Amendment Documents and the performance of the Loan Documents, as amended by the Amendment Documents, will not violate any Requirement of Law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made Contractual Obligation of any prior sale, pledge, encumbrance, assignment Loan Party which is a party thereto or other disposition of any of its Subsidiaries and will not result in, or require, the Collateral, and the Collateral is free from all encumbrances and rights of setoff creation or imposition of any kind except Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation.
(f) The representations and warranties made by the lien Loan Parties in favor the Loan Documents are true and correct in all material respects on and as of the Trustee created by Amendment Effective Date, after giving effect to the effectiveness of this Security Agreement Amendment, as if made on and the Trust Deed and any lien in favor as of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the CollateralAmendment Effective Date.
Appears in 2 contracts
Samples: Credit Agreement (Tesoro Petroleum Corp /New/), Credit Agreement (Tesoro Petroleum Corp /New/)
Representation and Warranties. Without prejudice or limitation to any representations, warranties 2.1 The Mortgagor hereby represents and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee Mortgagee, its successors and assigns and any entity to which Mortgagee assigns any of its rights or obligations under the Loan Agreement on the date of this Mortgage that:
a. (a) it has been duly incorporated and registered as a BVI business company with limited liability under the Issuer BVI Act and is validly existing and in good standing under the laws of the British Virgin Islands;
(b) it has the power to own its assets and carry on its business as it is being conducted;
(c) it is the sole legal and beneficial owner of the Mortgaged Property free from any Security Interest (other than that created by this Mortgage) or other interest and any options or rights of pre-emption, except as may be granted to the Mortgagee from time to time;
(d) any Mortgaged Shares are, or will be when mortgaged and charged, duly authorised, validly issued, fully paid, non-assessable, freely transferable and constitute shares in the capital of a Cayman Islands exempted company. To the extent they are in existence there are no moneys or liabilities outstanding or payable in respect of any such shares nor will there be any and they have not been redeemed nor cancelled in any way nor will they be;
(e) the Mortgaged Shares are freely transferable on the books of the Company and no consents or approvals are required in order to register a transfer of the Mortgaged Shares, subject to all applicable law and the memorandum and articles of association of the Company effective as of the date hereof, as the same may be amended from time to time;
(f) it has not received any notice of an adverse claim by any person in respect of the ownership of the Mortgaged Property;
(g) it has full power to enter into power, authority and legal capacity to:
(i) execute and deliver this Security Agreement and to create the security interests constituted by this Security AgreementMortgage;
b. (ii) be the Issuer legal and beneficial owner of the Mortgaged Property; and
(iii) comply with the provisions of, and perform all its obligations under this Mortgage;
(h) it has taken all action required to be takenduly executed and delivered this Mortgage;
(i) this Mortgage constitutes its legal, fulfilled valid and done binding obligations enforceable against it in accordance with its terms;
(including j) the obtaining execution and performance of its obligations and liabilities under this Mortgage will not:
(i) contravene any law or regulation or any order of any necessary consents) in order:
i. to authorise the entry intogovernmental or other official authority, performance and delivery body or agency or any judgment, order or decree of this Security Agreementany court having jurisdiction over it;
(ii. to ensure that the obligations expressed to be assumed by it ) conflict with, or result in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition breach of any of the Collateralterms of, or constitute a default under, any agreement or other instrument to which it is a party or any licence or other authorisation to which it is subject or by which it or any of its property is bound; or
(iii) contravene or conflict with any provision of its memorandum and articles of association;
(k) it is solvent within the meaning of the Insolvency Act and it has not taken any action nor have any steps been taken or legal proceedings been started or threatened in writing against it for:
(i) winding up, dissolution or reorganisation;
(ii) the enforcement of any Security Interest over its assets; or
(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its assets;
(l) all licences, consents, exemptions, clearance filings, registration, payments of taxes, notarisation and authorisations necessary for the performance and discharge of its obligations and liabilities under this Mortgage and which are required in connection with the execution, delivery, validity, enforceability or admissibility in evidence of this Mortgage and the Collateral creation of security over the Mortgaged Property have been obtained and are in full force and effect;
(m) it has taken all corporate and other action required to approve its execution, delivery, performance and enforceability of this Mortgage; and
(n) this Mortgage is free from all encumbrances effective to create a valid and rights enforceable equitable mortgage and fixed charge upon the Mortgaged Property in favour of setoff the Mortgagee ranking in priority to the interests of any kind except of its creditors or any liquidator (or similar officer) appointed in respect it.
2.2 The Mortgagor also represents and warrants to and undertakes with the lien in favor Mortgagee that the foregoing representations and warranties will be true and accurate throughout the continuance of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant Mortgage with reference to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series facts and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, circumstances subsisting from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateral.
Appears in 2 contracts
Samples: Equitable Share Mortgage (Fosun International LTD), Equitable Share Mortgage (Yu Dong)
Representation and Warranties. Without prejudice or limitation to any representations, warranties To induce LaSalle and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power Bank One to enter into this Security Agreement Amendment, the Company hereby represents and warrants to LaSalle and Bank One that:
(A) Since December 30, 2002, there has been no development or event, which has had or could reasonably be expected to have a material adverse effect on the Company’s business or financial condition. No Event of Default or Unmatured Event will occur after giving effect to this Amendment.
(B) The Company has the corporate power and authority, and the legal right, to make and deliver this Amendment and each other instrument, document or agreement to be executed and delivered by it pursuant hereto, and to create perform all of its obligations hereunder and thereunder, and under the security interests constituted Credit Agreement as amended by this Security Agreement;
b. Amendment, and the Issuer Company has taken all necessary corporate action required to be taken, fulfilled and done (including authorize the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance execution and delivery of this Security Agreement;
ii. to ensure that the obligations expressed Amendment and each other instrument, document or agreement to be assumed executed and delivered by it in pursuant hereto.
(C) When executed and delivered, this Security Amendment and each other instrument, document or agreement to be executed and delivered by the Company pursuant hereto, and the Credit Agreement are as amended by this Amendment, will constitute legal, validvalid and binding obligations of the Company, binding and enforceable subjectin accordance with their respective terms, except as to enforcement, to (1) the effect of enforceability may be affected by bankruptcy, examinershipinsolvency, insolvency or reorganization, moratorium and other similar laws relating to or affecting generally the enforcement of creditors’ rightsrights generally, as such laws would apply in and by general equitable principles.
(D) No Unmatured Event or Event of Default exists, taking into account the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable changes to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the CollateralCredit Agreement contemplated by this Amendment, and the Collateral representations and warranties made by the Company and the Continuing Guarantors in the Loan Documents to which each is free from a party are true and correct in all encumbrances material respects on and rights of setoff of any kind except the lien in favor as of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant date hereof, after giving effect to the Margin Account Agreement;
d. except effectiveness of this Amendment and each other instrument, document or agreement to be executed and delivered by any of them pursuant thereto, as herein providedif made on and as of this date, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer other than those that relate to an earlier or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateraldate.
Appears in 2 contracts
Samples: Credit Agreement (Apcoa Standard Parking Inc /De/), Credit Agreement (Standard Parking Corp)
Representation and Warranties. Without prejudice (a) As of the date of delivery of each Mortgage Loan to Buyer:
(i) Lender represents and warrants to Buyer that (A) Lender has not assigned, hypothecated, transferred, pledged, or limitation otherwise conveyed the Collateral to any representationsother party, warranties or recorded any assignment of mortgage or deed of trust relating to such Mortgage Loan, and covenants (B) during the period that Buyer holds the Collateral as bailee, unless and until the Collateral is returned by Buyer to Lender, Lender will not assign, hypothecate, transfer, pledge, or otherwise convey any of the Issuer Lender's right, title, or interest in the Trust Deed, the Issuer represents, warrants and covenants such Collateral; nor will Lender need or cause to the Trustee that:
a. the Issuer has full power be needed any assignment of mortgage or deed of trust relating to enter into this Security Agreement and to create the security interests constituted by this Security Agreementsuch Mortgage Loan;
b. (ii) Seller certifies to Buyer that the Issuer has taken all action required documents relating to be takeneach Mortgage Loan purchased have been delivered to Buyer by Seller or Seller's closing agent (except for any loan and security agreement between Lender and Seller, fulfilled and done any unrecorded assignment of a mortgage or deed of trust) ; and
(including the obtaining of any necessary consentsiii) in order:
i. to authorise the entry into, performance Lender's execution and delivery of this Security Agreement;Bailee Agreement have been specifically approved by Lender. This Bailee Agreement constitutes the "written agreement" governing Lender's rights and obligations with respect to Buyer in connection with Lender's role as Seller's warehouse lender for the Mortgage Loans, and Lender shall continuously maintain all components of such "written agreement" as an official record of Lender or any successor thereof that Lender owns or controls.
(b) Immediately following payment of the Purchase Price for a particular Mortgage Loan as described in Section 4 hereinabove, Lender represents and warrants that (i) Lender has fully relinquished all right, title, and interest it may have in and to such Mortgage Loan; (ii. ) all notes, mortgages, and other original documents, instruments, and materials that have been delivered to ensure that the obligations expressed Buyer pursuant to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as subsection 6(a)(ii) above have been released to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the IssuerBuyer; and (2iii) general equitable principles (whether enforceability of any unrecorded assignments in Lender's possession relating to such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable Mortgage Loan are null and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateralvoid, and the Collateral is free from Lender covenants to and agrees with Buyer that Lender immediately will take any and all encumbrances action necessary to assign and rights of setoff of transfer any kind except the lien recorded interest in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin such Mortgage Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the CollateralBuyer.
Appears in 2 contracts
Samples: Loan Agreement (Rsi Holdings Inc), Loan Agreement (Rsi Holdings Inc)
Representation and Warranties. Without prejudice 12.1 The Seller represents and warrants that
12.1-1 It is the rightful legal owner and beneficiary of the Gold Bars offered herein for sale.
12.1-2 The Gold Bars offered herein for sale (a) meet the Specifications; and (b) do not have any impurities, or limitation contain material, which are hazardous to persons and environment.
12.1-3 The Gold Bars offered herein for sale are: (a) free and clear of any and all claim, lien, security interest, charge, pledge, mortgage, option, encumbrance, right of pre-emption, right of first refusal, or other restriction or right of any third party of any kind or an agreement, arrangement or obligation to create any of the foregoing (including but not limited to holding in trust for the benefit of another, interests arising from options, indentures, and security agreements; and (b) have been obtained by the Seller in compliance with the rules of any applicable legislation.
12.1-4 The Gold Bars offered herein for sale can be transferred by the Buyer to any representationsthird party without restrictions anywhere in the world.
12.1-5 The Gold Bars offered herein for sale are not related in any way whatsoever to any terrorist and/or criminal activities and they have been obtained, warranties maintained into the ownership and covenants possession of the Issuer in the Trust Deed, the Issuer represents, warrants Seller and covenants are offered to the Trustee Seller in a way that does not contravene to any provision of: The Narcotic Drugs (Control, Enforcement and Sanctions) Xxx 0000 (PNDCL 236), The Criminal Offences Act 1960 (Act 29), Anti-Money Laundering Act 2008 (Act 749) and its Regulations (L.I. 1987), Anti Terrorism Act 2008 (Act 762) , The Minerals and Mining Act, 2006 (Act 703) and its Regulations, Any other applicable legislation
12.1-6 The Gold Bars offered herein for sale do not have any impurities, or contain material which can disturb the refining process or the assay and as well influence the environmental protection processes. Penalties will apply should the Gold delivered to Buyer contain any Deleterious or Hazardous Material. Additional charges due to the excessive impurity content of the gold will be deducted from the amount payable to the Seller. Buyer and Refinery have the right to refuse acceptance of the gold and keep the Performance Bond proceeds as penalty, besides having the right to take the Seller to court for further damages.. The Buyer represents and warrants that the origin of the funds used for purchasing the Gold Bars does not contravene to any provision of: The Narcotic Drugs (Control, Enforcement and Sanctions) Xxx 0000 (PNDCL 236), The Criminal Offences Act 1960 (Act 29), Anti-Money Laundering Act 2008 (Act 749) and its Regulations (L.I. 1987), Anti Terrorism Act 2008 (Act 762) , The Minerals and Mining Act, 2006 (Act 703) and its Regulations, Any other applicable legislation
12.3 Each Party hereby represents and warrants in respect of itself, to the other Party that:
a. 12.3 1 it is lawfully incorporated and existing under the Issuer has full power to enter into this Security Agreement and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining laws of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateralits jurisdiction.
Appears in 2 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement
Representation and Warranties. Without prejudice or limitation to any representationsThe Guarantors do hereby, warranties jointly and covenants of the Issuer in the Trust Deedseverally, the Issuer represents, warrants represent and covenants to the Trustee warrant that:
a. (a) ATSG is a corporation duly organized, validly existing and in good standing under the Issuer laws of the State of Delaware, and it has full power and authority to operate its properties and conduct the business now being conducted by it;
(b) XXXX is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and it has full power and authority to operate its properties and conduct the business now being conducted by it;
(c) ATI is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada, and it has full power and authority to operate its properties and conduct the business now being conducted by it;
(d) each Guarantor has the power to enter into this Security Agreement and to create the security interests constituted by this Security Guaranty Agreement;
b. (e) each Guarantor has duly authorized the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance execution and delivery of this Security AgreementGuaranty Agreement by proper action;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1f) the effect execution, delivery and performance by each Guarantor of bankruptcy, examinership, insolvency this Guaranty Agreement do not contravene or similar laws affecting generally constitute a default under the enforcement of creditors’ rights, as such laws would apply in the event respective organizational documents of any bankruptcyGuarantor or any agreement, examinershipjudgment, receivershipinjunction, insolvency order, decree or similar event other instrument binding upon any Guarantor or its property or any provision of applicable law, including without limitation, any rule or regulation;
(g) there is no action, temporary restraining order, injunction, suit or proceeding, or to the Issuer; and (2) general equitable principles (whether enforceability knowledge of such principles is considered in a proceeding any Guarantor, any inquiry or investigation, at law or in equity)equity or before or by any court, public board, regulatory agency or body, pending or, to the knowledge of any Guarantor, threatened against or affecting or involving the properties or businesses or any securities of any Guarantor or, to the knowledge of any Guarantor, any basis for any such action, temporary restraining order, injunction, suit, proceeding, investigation or inquiry that would prohibit the execution, delivery, validity or enforceability of this Guaranty Agreement or impair in any material respect any Guarantor’s ability to perform its obligations under this Guaranty Agreement;
c. the Issuer has good(h) no litigation or administrative action or proceeding is pending or, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition knowledge of any Guarantor, threatened (i) to restrain or enjoin or seeking to restrain or enjoin any payment contemplated to be made or any obligation to be performed, by any Guarantor hereunder, (ii) in any way contesting or affecting the validity of this Guaranty Agreement, (iii) in any way contesting the corporate existence or powers of any Guarantor, or (iv) that is reasonably likely to, individually or in the aggregate, materially and adversely affect the condition, financial or otherwise, businesses, prospects or assets of any Guarantor;
(i) this Guaranty Agreement is made in furtherance of the Collateralpurposes for which each Guarantor was incorporated and is necessary to promote and further the business interests of each Guarantor, and the Collateral is free from all encumbrances and rights assumption by each Guarantor of setoff of any kind except the lien its obligations hereunder will result in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant direct financial benefits to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requiresGuarantor; and
f. (j) there do not exist, and to each Guarantor's knowledge, there is no pending filing of, liens against the Issuer shall property of any Guarantor arising from its failure to pay promptly provide the Trustee with when due all information taxes, assessments and other documentation which it may request in relation to the Collateralgovernmental charges.
Appears in 1 contract
Samples: Guaranty Agreement (Air Transport Services Group, Inc.)
Representation and Warranties. Without prejudice 1.1 The Purchaser represents and warrants to the Association that the Purchaser is purchasing the securities hereunder as principal for its own account and not for the benefit of any other person.
1.2 If the Purchaser is an individual, he or limitation she has the legal capacity and competence to any representationsexecute this Agreement, warranties and covenants to take all actions required pursuant to it.
1.3 If the Purchase is a corporation:
(a) it has the legal capacity and competence to execute this Agreement, and to take all actions required pursuant to it;
(b) all necessary approvals have been given to authorize it to execute this Agreement, and to take all actions required pursuant to it;
(c) the entering into of this Agreement and the Issuer transactions contemplated will not result in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power to enter into this Security Agreement and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition violation of any of the Collateral, terms and the Collateral is free from all encumbrances and rights of setoff provisions of any kind except law applicable to or the lien in favor constating documents of the Trustee created Purchaser or of any agreement, written or oral, to which the Purchase may be a party or by which it is bound.
1.4 The Purchaser acknowledges that because this Security Agreement subscription is being made pursuant to exemptions from the registration and prospectus requirements of applicable securities laws:
(a) The Purchaser is restricted from using certain civil remedies available under applicable securities laws;
(b) The Purchaser will not receive a prospectus that might otherwise be required to be provided to the Trust Deed and any lien in favor Purchaser under applicable securities laws if the exemptions were not used;
(c) The offering of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will securities need not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requiresbe carried out through an investment advisor; and
f. (d) The Association is relieve from certain obligations that would otherwise apply under applicable securities laws if the Issuer shall promptly provide exemptions were not being used.
1.5 The Purchaser acknowledges that the Trustee securities being purchase will be subject to resale or transfer restrictions which will prevent the Purchaser from reselling the securities except in very limited circumstances.
1.6 The Purchaser acknowledges that the Association is under no obligation to qualify the resale of the securities under a prospectus or assist the Purchaser in complying with the resale or transfer restrictions of applicable securities laws. The Purchaser further acknowledges that it is the Purchaser’s obligation to comply with the resale or transfer restrictions in all information applicable jurisdictions and other documentation which the Association offers no advice on those restrictions.
1.7 The Purchaser acknowledges that no securities commission has evaluated or endorsed the merits of the securities purchased and that the person selling these securities has not duty to ell the Purchaser whether these securities are a suitable investment. The Purchaser further acknowledges that it is investing in the Association entirely at its own risk and it may request in relation lose all of its investment.
1.8 The Purchaser represents to the CollateralAssociation that the Purchaser is (tick one or more of the following boxes after reviewing the definitions in Schedule A):
(a) a director, officer, employee, founder or control person of the Association;
(b) a spouse, parent, grandparent, brother, sister or child of a director, officer, founder or control person of the Association (please print their name)
(c) a parent, grandparent, brother, sister or child of the spouse of a director, officer, founder or control person of the Association (please print their name) ;
(d) a close personal friend of a director, officer, founder or control person of the Association (complete 1.9 below);
(e) a close business associate of a director, executive officer, found or control person of the Association (complete 1.9 below);
(f) a current security holder;
(g) a family member of the selling security holder;
(h) an accredited investor (complete 1.10 below);
(i) a person of which a majority of the voting securities are beneficially owned by or a majority of the directors are persons described in subparagraphs (a) to (g) (complete 1.9 or 1.10 if applicable);
(j) a trust or estate of which all of the beneficiaries or a majority of the trustees are persons or companies described in subparagraphs (a) to (g) (complete 1.9 or 1.10 if applicable);
(k) a person that is not the public.
1.9 If you are a close personal friend or close business associate of a director, officer founder or control person of the Association, please name the individual, indicate how long you have known him or her and describe the nature of your relationship, including how you are in a position to assess their capabilities and trustworthiness:
1. 10If you are an accredited investor, please indicate the applicable paragraph from the definitions in Schedule A to this agreement and describe how you qualify based on the definition: Paragraph: Description of qualifications:
Appears in 1 contract
Samples: Subscription Agreement
Representation and Warranties. Without prejudice or limitation to any representations, warranties To induce the Administrative Agent and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power Lenders to enter into this Security Agreement Amendment, the Borrower hereby represents and warrants to create the security interests constituted Administrative Agent and each Lender that:
(i) As of the Second Amendment Effective Date, and after giving effect to this Amendment, each of the representations and warranties made by this Security Agreement;
b. the Issuer has taken Borrower in or pursuant to the Credit Documents is true and correct in all action material respects as if made on and as of such date (it being understood and agreed that any representation or warranty that by its terms is made as of a specific date shall be required to be takentrue and correct in all material respects only as of such specified date); provided, fulfilled that any such representation and done warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (including the obtaining of after giving effect to any necessary consentsqualification therein) in order:all respects on such respective dates.
i. (ii) No Default or Event of Default has occurred and is continuing immediately prior to authorise and after giving effect to this Amendment.
(iii) The Borrower (a) has the entry intorequisite corporate power and authority to execute, performance deliver and perform this Amendment and to incur the obligations under the Credit Agreement and under the other Credit Documents as amended by this Amendment and (b) is duly authorized to, and has been authorized by all necessary corporate action, to execute, deliver and perform this Amendment.
(iv) This Amendment has been duly executed and delivered and constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally or by general equitable principles.
(v) Neither the execution and delivery of this Security Agreement;
ii. Amendment and the consummation of the transactions contemplated herein, nor the performance of and compliance with the terms and provisions hereof by the Borrower will (a) violate or conflict with any provision of its articles of incorporation and bylaws, (b) violate, contravene or materially conflict with any law, regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to ensure that the obligations expressed to be assumed by it in this Security Agreement are legalit, valid(c) violate, binding and enforceable subjectcontravene or materially conflict with contractual provisions of, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the cause an event of default under, any bankruptcyindenture, examinershiploan agreement, receivershipmortgage, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability deed of such principles is considered in a proceeding at law or in equity);
c. the Issuer has goodtrust, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment contract or other disposition of any of the Collateral, and the Collateral agreement or instrument to which it is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created a party or by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request be bound, the violation of which would reasonably be expected to have a Material Adverse Effect or (d) result in relation or require the creation of any Lien upon or with respect to its properties.
(vi) As of the Second Amendment Effective Date, the ratio of (i) Total Funded Debt to (ii) Capitalization for the Borrower is less than or equal to 0.675 to 1.00 (on a consolidated basis).
(vii) As of the Second Amendment Effective Date, except as disclosed in the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2023, there are no actions, suits or legal, equitable, arbitration or administrative proceedings, pending or, to the Collateralknowledge of the Borrower, threatened against the Borrower or a Material Subsidiary in which there is a reasonable expectation of an adverse decision which would have or would reasonably be expected to have a Material Adverse Effect.
(viii) As of the Second Amendment Effective Date, except as disclosed in the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2023, the Borrower and each Material Subsidiary is in compliance with all laws, rules, regulations, orders and decrees applicable to it, or to its properties, unless such failure to comply would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Sustainability Revolving Credit Agreement (Dominion Energy, Inc)
Representation and Warranties. Without prejudice or limitation to any representations, warranties The Pledgor hereby represents and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. 1. The Pledgor is duly registered and validly existing, has the Issuer full capacity for civil rights and acts that is required for execution and performance of this Contract, and has full power title to enter into legal ownership or the right of disposition regarding the pledged AR.
2. The Pledgor warrants that the AR is transferable pursuant to applicable law. The Underlying Contracts are authentic and valid. There are no special agreements under the Underlying Contracts that prohibit or limit the transfer or pledge of the AR, allows the debtor of the AR to set off the debt or extend term of payment, or allows control of the account. The Pledgor warrants that it has duly performed its obligations under the Underlying Contract such as goods delivery, service provision and/or property lease, and that there exists no event that will affect the collection of the AR.
3. The Pledgor warrants that in addition to the Pledgor, there is no other creditor to the AR, or if there is any other creditor, the Pledgor has obtained the other creditor’s written permission. The Pledgor undertakes to deliver such written permission to the Pledgee before signing this Security Agreement Contract.
4. Except for the pledge as agreed hereunder, the Pledgor does not pledge the AR to any third party, nor is there any circumstances that may limit or adversely affect the Pledgee’s entitlement to the pledge right (such as property attachment or action of enforcement). After all applicable filing procedures are completed, the pledge created hereunder will be the first priority pledge over the AR.
5. The Pledgor warrants that it will not undertake any factoring, transfer, financing or other business with respect to the AR or the Underlying Contract, unless otherwise agreed by the Pledgee in writing.
6. The Pledgor fully understands the content of the Master Contract and genuinely intends to create sign and perform this Contract, and has obtained all proper authorizations in connection with the security interests constituted by this Security Agreement;
b. the Issuer has taken all action pledge that are required to be taken, fulfilled under its Articles of Association or other constitutional documents. The signing and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;Contract do and will not breach any contracts, agreements or other legal documents binding upon the Pledgor. The Pledgor has obtained or will obtain all necessary approvals, permits, filings or registration in connection with the creation of the pledge hereunder.
ii7. to ensure that All documents, materials, statements and vouchers provided by the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable Pledgor to the Issuer; Pledgee are accurate, authentic, complete and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);valid.
c. the Issuer has good, marketable and indefeasible title to the Collateral, 8. The Pledgor has not made hidden from the Pledgee any prior sale, pledge, encumbrance, assignment encumbrances or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sellfactoring, transfer or finance business that have been in existence with regard to the AR or the Underlying Contract as of the date of this Contract.
9. The Pledgor will have legitimate and full entitlement to the payment of the AR, and unless otherwise agreed by the Pledgee in writing, the Pledgor shall not waive any rights or benefits under the corresponding AR, nor shall it dispose of the AR through transfer, grant, offset or other means.
10. The Pledgor shall notify the Pledgee in a timely manner when any assets new encumbrances are created over the AR, or when any Underlying Contract is involved in material litigation or arbitration.
11. If any AR that form part belongs to the Pledged Properties gets paid, or has not been paid 90 days after it becomes due, the Pledgor shall promptly supplement the pledge with new qualified accounts receivable, and shall actively coordinate with the Pledgee to complete the registration of the Collateral or any other part pledge amendment in a timely manner. The amount of the Collateral in respect newly supplemented accounts receivable shall not be less than the amount of the Relevant Series accounts receivable that become due or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateralget paid.
Appears in 1 contract
Representation and Warranties. Without prejudice or limitation Guarantor hereby represents and warrants to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee Lender that:
a. 7.1 Guarantor has a financial interest in Borrower, and Guarantor will receive a material benefit and advantage from the Issuer has full power issuance of the Taxable Note.
7.2 If not a natural Person, Guarantor is duly organized, validly existing and in good standing under the laws of the state of its formation or existence, and is in compliance with legal requirements applicable to enter into this Security Agreement doing business in the State.
7.3 The execution, delivery and to create performance by Guarantor of the security interests constituted by this Security Agreement;
b. Loan Documents: (a) are duly authorized and do not require the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining consent or approval of any necessary consentsother party or governmental authority which has not been obtained; and (b) will not violate any law or result in order:
i. to authorise the entry into, performance and delivery imposition of this Security Agreement;
iiany Lien upon Guarantor’s assets. to ensure that This Guaranty constitutes the obligations expressed to be assumed by it in this Security Agreement are legal, validvalid and binding obligations of Guarantor, binding and enforceable subjectin accordance with its terms, as subject to enforcement, to (1) the effect of applicable bankruptcy, examinershipinsolvency, insolvency or similar laws generally affecting generally the enforcement of creditors’ rights.
(a) The financial statements delivered by Guarantor are true and correct with no significant change since the date of preparation. Except as disclosed in such financial statements, there are no liabilities (fixed or contingent) affecting Guarantor. Except as disclosed in such laws would apply in the event of financial statements, there is no litigation, administrative proceeding, investigation or other legal action (including any bankruptcyproceeding under any state or federal bankruptcy or insolvency law) pending or, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability knowledge of such principles is considered in a proceeding at law or in equity);
c. the Issuer has goodGuarantor, marketable and indefeasible title to the Collateralthreatened, has not made any prior saleagainst Guarantor, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein providedBorrower, the Issuer will not hereafter without Land, the Trustee’s prior written consent sellLeased Premises, transfer or otherwise dispose of any assets that form part of the Collateral or any other part party to the Loan Documents or any other guarantor of the Collateral Taxable Note which if adversely determined could have a material adverse effect on such Person or any part the Loan Documents.
(b) Guarantor is not contemplating either the filing of a petition by it/him/her under state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its/his/her assets or property, and Guarantor has knowledge of any Person contemplating the filing of any such petition against it/him/her.
7.5 Guarantor is not a party to any agreement or instrument or subject to any court order, injunction, permit, or restriction which might adversely affect Guarantor. Guarantor is not in violation of any agreement which violation would have an adverse effect on Guarantor or on Guarantor’s business, properties, or assets, operations or condition, financial or otherwise.
7.6 Guarantor has all requisite licenses, permits, franchises, qualifications, certificates of occupancy or other governmental authorizations to own, lease and operate its assets and carry on its business.
7.7 Guarantor has filed (or have obtained effective extensions for filing) all federal, state and local tax returns required to be filed and have paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments payable by Guarantor.
7.8 Giving effect to this Guaranty and the Indenture, the fair saleable value of Guarantor’s assets exceeds and will, immediately following the purchase of the Taxable Note, exceed Guarantor’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Guarantor’s assets is and will, immediately following the purchase of the Taxable Note, be greater than Guarantor’s probable liabilities, including the maximum amount of its contingent liabilities on its Debts as such Debts become absolute and matured, Guarantor’s assets do not and, immediately following the execution and delivery of this Guaranty and the purchase of the Taxable Note will not, constitute unreasonably small capital to carry out its/his business as conducted or as proposed to be conducted. Guarantor does not intend to, and does not believe that it will, incur Debts and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Debts as they mature (taking into account the timing and amounts of cash to be received by Guarantor and the amounts to be payable on or in respect of the Relevant Series or any right or interest therein or thereto or create or allow obligations of Guarantor).
7.9 The financial statements of Guarantor delivered to exist any lien, security interest or other encumbrance over such Collateral (purchasers prior to the extent it relates to issuance of the Issuer) except Taxable Note are true and correct, have been prepared in accordance with GAAP and fairly present the Conditions financial condition of Guarantor as of the Relevant Series respective dates of such statements. This Guaranty and all financial statements, budgets, schedules, opinions, certificates, confirmations, statements, applications, affidavits, reports, agreements and other materials submitted to the purchasers of the Taxable Note in connection with or in furtherance of this Guaranty by or on behalf of Guarantor fully and fairly state the matters with which they purport to deal, and neither misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made not misleading.
7.10 Guarantor has derived or expects to derive a substantial financial benefit from the purchase of the Taxable Note, and from each and every renewal, extension, further advance or other extension of credit, or release of collateral or other relinquishment of legal rights made or granted or to be made or granted by Lender to Borrower in connection with the Taxable Note (any such action to be in Lender’s sole and absolute discretion), and such financial benefit is reasonably worth at least as much as the liability of Guarantor hereunder.
7.11 Guarantor has read and is fully familiar with all of the provisions of the Note, the Taxable Note, the Indenture and the Programme other Loan Documents;.
e. without prejudice to any specific requirements in 7.12 Guarantor is fully familiar with the Trust Deed financial condition of each Borrower and with the value of the collateral for the delivery Taxable Note; notwithstanding the foregoing, in executing and delivering this Guaranty, Guarantor is not relying upon such financial condition or value or upon any representation, statement or information with respect thereto furnished to Guarantor by Borrower, any other guarantor of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and Taxable Note or any other documentation which it may request in relation to the Collateralperson or entity.
Appears in 1 contract
Samples: Guaranty of Payment and Performance (Sun Pacific Holding Corp.)
Representation and Warranties. Without prejudice or limitation (a) The Seller hereby makes the following representations and warranties to any representations, warranties the Agent and covenants the Investors as of the Issuer Closing Date and as of each subsequent Funding Date and the Investors and the Agent shall be deemed to have relied on such representations and warranties in purchasing the Trust DeedPurchased Note on the Closing Date and making any Incremental Fundings on any Funding Date:
(i) the Seller repeats and reaffirms that the representations and warranties of the Seller set forth in Section 2.05 and Section 3.01 the Pooling Agreement and represents and warrants that such representations and warranties are true and correct;
(ii) each of the Transaction Documents executed by the Seller has been duly authorized, executed and delivered by the Issuer representsSeller, warrants and covenants is the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except that the enforcement thereof may be subject to (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (y) general principles of equity and the discretion of the court before which any proceeding therefor may be brought;
(iii) the Purchased Note has been duly and validly authorized, and, when executed and authenticated in accordance with the terms of the Indenture, and delivered to and paid for in accordance with this Agreement, will be duly and validly issued and outstanding and will be entitled to the Trustee that:
a. benefits of the Issuer has full power Indenture, except that the enforcement thereof may be subject to enter into this Security Agreement (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and to create (y) general principles of equity and the security interests constituted by this Security Agreementdiscretion of the court before which any proceeding therefor may be brought;
b. (iv) there is no pending or, to the Issuer has taken all action required to be takenSeller’s knowledge, fulfilled and done threatened action, suit or proceeding by or against the Seller before any Governmental Authority or any arbitrator (including w) asserting the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery invalidity of this Security Agreement;
ii. , any other Transaction Document or the Purchased Note, (x) seeking to ensure that prevent the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) issuance of the effect of bankruptcy, examinership, insolvency Purchased Note or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition consummation of any of the Collateraltransactions contemplated by this Agreement or any other Transaction Document, (y) that might materially and adversely affect the performance by the Seller or the Trust of its obligations under, or the validity or enforceability of, this Agreement, any other Transaction Document or the Purchased Note or (z) that if determined adversely as to the Seller or the Trust would have a Material Adverse Effect;
(v) except for those caused by the failure of NFC and its affiliates to deliver its financial statements and related financial information for the fiscal years ended October 31, 2005, October 31, 2006 and October 31, 2007, or for the fiscal quarters ended January 31, April 30 and July 31 of 2006, the fiscal quarters ended January 31, April 30 and July 31 of 2007 or the fiscal quarters ended January 31, April 30 and July 31 of 2008, in each case, prior to the earliest of (1) November 30, 2008, (2) five (5) Business Days after the filing thereof with the Commission and (3) the date on which such financial statements are (or any of them is) required to be delivered pursuant to the Credit Agreement, the Seller (x) is not in violation of its Certificate of Incorporation or By-Laws and (y) is not in breach or violation of any of the terms or provisions of, or with the giving of notice or lapse of time, or both, would be in default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement, or other agreement or instrument to which the Seller is a party or by which it may be bound or to which any of its properties or assets may be subject, except for such violations or defaults that would not have a Material Adverse Effect;
(vi) any taxes, fees and other charges of Governmental Authorities applicable to the Seller in connection with the execution, delivery and performance by the Seller of the Transaction Documents or otherwise applicable to the Seller in connection with the Trust have been paid or will be paid by the Seller at or prior to the Closing Date or any subsequent Funding Date, as applicable, to the extent then due, except for any such failures to pay which, individually and in the aggregate, would not have a Material Adverse Effect;
(vii) the Trust has been duly created and is validly existing under the laws of the State of Delaware and the Collateral Seller has authorized the Trust to issue and sell the Purchased Note;
(viii) on the date hereof and on each subsequent Funding Date, the Seller is free from all encumbrances and rights of setoff not insolvent or the subject of any kind except voluntary or involuntary bankruptcy proceeding;
(ix) no proceeds of a purchase hereunder will be used by the lien in favor Seller (x) for a purpose that violates or would be inconsistent with Regulations T, U or X promulgated by the Board of Governors of the Trustee created by Federal Reserve System from time to time or (y) to acquire any security in any transaction in violation of Section 13 or 14 of the Securities Exchange Act of 1934, as amended;
(x) assuming the accuracy of the representations and warranties of the Investors set forth herein, the sale of the Purchased Note pursuant to the terms of this Security Agreement and the Indenture will not require registration of the Purchased Note under the Act;
(xi) neither the Trust Deed nor the Seller is an “investment company” or is controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended;
(xii) no written information furnished or to be furnished by the Seller or any of its Affiliates, agents or representatives to the Investors or the Agent for purposes of or in connection with this Agreement, including, without limitation, any reports delivered pursuant to Section 5.02 and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents information relating to the Collateral which Receivables and NFC’s retail receivables financing business, is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact or any fact necessary to make the Trusteestatements contained therein not misleading, from time to timein each case as of the date such information was or shall be stated or certified and as of the date such information was delivered by the Seller or any of its Affiliates, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation agents or representatives to the Collateral.Investors or the Agent;
(xiii) the Indenture is not required to be qualified under the Trust Indenture Act;
Appears in 1 contract
Representation and Warranties. Without prejudice or limitation to any representations, warranties To induce Agents and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power required Lenders to enter into this Security Amendment, each of the Borrower and the other Loan Parties hereby jointly and severally represents and warrants that:
(a) The execution, delivery and performance by each loan Party of this Amendment and the performance of the Forbearance Agreement and to create the security interests constituted as amended by this Security Amendment (the “Amended Forbearance Agreement;”)
b. (i) are within such Loan Party’s corporate or similar powers and, at the Issuer has taken time of execution thereof, have been dully authorized by all necessary corporate and similar action required to be taken(including, fulfilled and done if applicable, consent of the holders of its Securities), (including the obtaining ii) do not (A) contravene such Loan Party’s Constituent Documents, (B) violate any material Requirement of law in any material respect, (C) in any material respect, conflict with, contravene, constitute a default or breach under any material Contractual Obligation of any necessary consentsLoan Party or any of its Subsidiaries, or result in or permit the termination or acceleration of any such material Contractual Obligation, or (D) result in order:the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of its Subsidiaries and (iii) do not require any Permit of, or filing with, an Governmental Authority or any consent of, or notice to, any Person.
i. (b) From and after its delivery to authorise the entry intoAgents, performance this Amendment has been duly executed and delivery of delivered to the other parties hereto by each Loan Party party hereto and this Security Agreement;
ii. to ensure that Amendment and the obligations expressed to be assumed by it in this Security Amended Forbearance Agreement are each the legal, validvalid and binding obligation of such Loan Party and are each enforceable against such Loan Party in accordance with its terms, binding and enforceable subject, except as to enforcement, to (1) the effect of may be limited by applicable bankruptcy, examinershipinsolvency, insolvency reorganization, moratorium or other similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency rights generally or similar event applicable to the Issuer; and (2) by general equitable principles relating to enforceability.
(whether enforceability c) No Default or Event of such principles Default (other than the Specified Events of Default (as defined in the Forbearance Agreement)) has occurred and is considered continuing after giving effect to this Agreement.
(d) Except for the Governmental Investigation (as defined in a the Forbearance Agreement) no action, claim or proceeding at law or in equity);
c. the Issuer has goodis now pending or, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition knowledge of any of the CollateralLoan Party, and the Collateral is free from all encumbrances and rights of setoff threatened against any Loan Party, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any kind except the lien in favor federal, state, or local government or of the Trustee created by any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which (i) challenges any Loan Party’s right, power, or competence to enter into this Security Agreement and the Trust Deed and or perform any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein providedits obligations under this Amendment, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral Amended Forbearance Agreement or any other part Loan Document, or the validity or enforceability of this Amendment, the Amended Forbearance Agreement or any other Loan Document or any action taken under this Amendment, the Amended Forbearance Agreement or any other Loan Document or (ii) if determined adversely, is reasonably likely to have or result in a Material Adverse Effect,
(e) After giving effect to this Amendment and except with respect to the Governmental Investigation and the Specified Events of Default, the representations and warranties of Borrower and the other Loan Parties contained in the Credit Agreement and each other Loan Document are true and correct in all material respects (provided, that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance Second Amendment Effective Date hereof with the Conditions same effect as if such representations and warranties had been made on and as of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery such date, except that such representation or warranty which is expressly made only as of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collaterala specified date need be true only as of such date.
Appears in 1 contract
Samples: Forbearance Agreement and Credit Agreement (Purple Communications, Inc.)
Representation and Warranties. Without prejudice or limitation to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee A. RJS represents that:
a. (i) either or both are true and lawful owners of all claims covered by the Issuer has Release and have full power and authority to enter into effectuate this Security Agreement agreement and its Release;
(ii) no representations have been made by DCDC or any of its present or former officers, directors, or any other person, regarding the Stock, its present or future value, IMSI, its financial condition or business prospects, or any matters pertaining thereto;
(iii) RJS has been afforded an opportunity to create conduct due diligence regarding the security interests constituted by Stock and is acquiring the Stock based solely upon the information available through IMSI’s public filings with the SEC and not upon any information obtained from DCDC or any other party to this Security Agreement;
b. (iv) RJS is acquiring the Issuer has taken all action required to be takenStock for investment purposes only and not with any view toward, fulfilled and done (including or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the obtaining shares, in contravention of any necessary consents) in order:
i. to authorise rules or regulations promulgated under the entry into, performance and delivery Securities Act of this Security Agreement;
ii1933 as amended (“Securities Act”). to ensure RJS acknowledges that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) Stock is not registered with the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply SEC for sale in the event of any bankruptcypublic markets, examinershipand may not be sold, receivershiptransferred, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior offered for sale, pledgepledged, encumbrancehypothecated, assignment or other disposition otherwise disposed of any of without registration under the CollateralSecurities Act, except pursuant to an exemption from registration available under the Securities Act, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with applicable provisions of state securities laws.
(v) No representation has been made to RJS by any person concerning the Conditions availability of the Relevant Series Stock for resale in any manner other than through an effective registration statement filed with the Securities and Exchange Commission.
(vi) This agreement has been negotiated at arm’s length between the Programme Documentsparties.
B. DCDC represents that:
(i) it has the full power and authority (corporate and other) to enter into and fully perform this agreement, which agreement has been approved by its Board;
e. without prejudice (ii) it owns the Stock free and clear of all claims, liens and encumbrances and has full power and authority to transfer the Stock to RJS pursuant to this Agreement;
(iii) DCDC has not assigned or transferred to any specific requirements in person (nor otherwise disposed of) any liability, claim or cause of action that is within the Trust Deed for the delivery scope of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which those claims that it may request in relation to the Collateralhas released.
Appears in 1 contract
Samples: Settlement Agreement (Digital Creative Development Corp)
Representation and Warranties. Without prejudice or limitation to any representationsBy its execution of this Waiver, warranties each Credit Party party hereto hereby represents and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer (a) this Waiver has full power to enter into this Security Agreement been duly authorized, executed and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed delivered by it in this Security Agreement are and constitutes a legal, validvalid and binding obligation of each Credit Party party hereto, binding and enforceable subjectagainst such Credit Party in accordance with its terms, except as to enforcement, to (1) the effect of such enforceability may be limited by bankruptcy, examinershipinsolvency, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinershipreorganization, receivership, insolvency moratorium or similar event applicable to the Issuer; other Laws affecting creditors’ rights generally and (2) by general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. (b) the Issuer has goodexecution, marketable delivery and indefeasible title to the Collateralperformance by each Credit Party party hereto of this Waiver do not and will not (i) violate (A) any provision of any Applicable Law, has not made any prior sale, pledge, encumbrance, assignment or other disposition of (B) any of the CollateralOrganizational Documents of the Borrower or any of its Subsidiaries, and the Collateral is free from all encumbrances and rights of setoff or (C) any order, judgment or decree of any kind court or other agency of government binding on the Borrower or any of its Subsidiaries, except with respect to clauses (A) and (C) to the lien extent that such violation could not reasonably be expected to have a Material Adverse Effect; (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Borrower or any of its Subsidiaries, except to the extent that such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor Collateral Agent, on behalf of the Margin Loan Provider pursuant Secured Parties); or (iv) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of the Borrower or any of its Subsidiaries, except for any such approval or consent the failure of which to the Margin Account Agreementobtain could not reasonably be expected to have a Material Adverse Effect;
d. except as herein provided(c) after giving effect to this Waiver, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part each of the Collateral or any other part representations and warranties contained in Article 4 of the Collateral Credit Agreement is true and correct in respect all material respects as of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lienWaiver Effective Date, security interest or other encumbrance over such Collateral (except to the extent it relates such representations and warranties specifically relate to the Issuer) except an earlier date, in accordance with the Conditions which case such representations and warranties are true and correct in all material respects on and as of the Relevant Series such earlier date (provided that representations and the Programme Documents;
e. without prejudice to any specific requirements warranties that are qualified by materiality shall be true and correct in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requiresrespects); and
f. (d) after giving effect to this Waiver, no Default or Event of Default exists, or will result from the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateralexecution of this Waiver.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)
Representation and Warranties. Without prejudice or limitation to any representations, warranties 3.1 The Company and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants Pledgor represent and covenants warrant to the Trustee Pledgee that:
a. (a) the Issuer Pledgor is the full legal and beneficial owner of the Pledged Shares and has full power to enter into good and marketable title thereto and no other person enjoys any right whatsoever over or in respect of such Pledged Shares, except for the Pledgee under this Security Agreement and to create the security interests constituted by this Security Agreement;
b. (b) throughout the Issuer continuance of this Pledge Agreement and so long as the Secured Indebtedness or any part thereof remains owing, unfulfilled or unperformed to any extent, no further shares in the Company (in excess of the issued share capital as specified in Recital (A) hereinabove) shall be issued and/or allotted to the Pledgor and/or any third party/ies without the prior written consent of the Pledgee;
(c) the Pledged Shares have been validly issued;
(d) other than in accordance with this Pledge Agreement or with the prior written consent of the Pledgee, the Pledgor shall not exercise any right to dispose of the Pledged Shares;
(e) the Company has taken all action required not issued or granted or resolved or agreed to issue or grant any option or other right to subscribe for or acquire in any manner whatsoever any additional shares or other securities therein or thereof to any person; and
(f) throughout the continuance of this Pledge Agreement and so long as the Secured Indebtedness or any part thereof remains owing, unfulfilled or unperformed to any extent, no further shares in the Company (in excess of the issued share capital as specified in Recital (A) hereinabove) shall be issued and/or allotted to the Pledgor and/or any third party/ies without the prior written consent of the Pledgee.
(g) no Encumbrance exists over the Pledged Shares (except as created under or pursuant to this Pledge Agreement). For the purposes of this clause and other provisions of this Agreement where the term is used, "Encumbrances" means and includes any hypothec, privilege or other encumbrance whatsoever.
3.2 The Pledgor undertakes and agrees with the Pledgee that throughout the continuance of this Pledge Agreement and so long as the Secured Indebtedness or any part thereof remains owing, unfulfilled or unperformed to any extent, the Pledgor will, unless the Pledgee otherwise agrees in writing:
(a) not create or attempt or agree to create or permit to arise or exist any Encumbrance over the Pledged Shares or any interest therein or otherwise assign, deal with or dispose in any manner whatsoever of the Pledged Shares (except under or pursuant to this Pledge Agreement).
(b) procure that the Company shall not, and the Company hereby undertakes and agrees with the Pledgee that it shall not, itself acquire or issue or grant or resolve or agree to issue or grant any option or other right to subscribe for or acquire in any manner whatsoever shares or other securities therein or thereof to any person or increase, consolidate, sub-divide or reduce the capital of the Company or in any way modify the rights attached to any shares or other securities in or of the Company or take any steps to place the Company into liquidation or administration or pass any resolution or take any other step for (or which will or may lead to) its dissolution or winding-up or its merger, amalgamation, re-construction, re-organisation or division, and the Pledgor further undertakes and agrees not to vote in favour of nor do or cause or permit to be takendone anything which would or could lead to any of the matters contemplated in this paragraph (b) taking effect;
(c) procure, fulfilled and done (including the obtaining Company hereby undertakes and agrees with the Pledgee, that no amendment or supplement is made to the memorandum or articles of any necessary consents) in order:
i. to authorise association for the entry into, time being of the Company which would have a material adverse effect on the performance by the Pledgor of his obligations under this Pledge Agreement or on the rights and delivery remedies of the Pledgee under this Security Pledge Agreement;
ii. to ensure that the obligations expressed (d) not do or cause or permit to be assumed done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Pledgee's security hereunder;
(e) obtain and maintain in full force and effect all governmental and other authorisations necessary for the performance of its obligations hereunder; and
(f) at its cost and expense and subject to any instructions, directions or contrary indications which may be given by it the Pledgee in this Security Agreement are legaleach case, valid, binding warrant and enforceable subject, as to enforcement, to (1) defend all the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply title and interest of the Pledgor and the Pledgee in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable and to the Issuer; Pledged Shares against all claims, demands and (2) general equitable principles (whether enforceability pretensions of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateralall persons whomsoever, and the Collateral is free from all encumbrances and rights of setoff Pledgor shall inform the Pledgee of any kind except the lien in favor such threatened or actual claim or demand or pretension whatsoever by any person immediately upon becoming aware of the Trustee created same.
3.3 Moreover, the Pledgor represents to the Pledgee that it is neither insolvent in terms of the Companies Act, 1995, (i.e. unable to pay its debts in terms of Article 214(2)(a)(ii) thereof), nor will it, as a consequence of entering into this Pledge Agreement become insolvent.
3.4 The foregoing representations and warranties given by this Security Agreement the Company and the Trust Deed Pledgor are true and any lien in favor accurate as at the date of the Margin Loan Provider pursuant to the Margin Account this Pledge Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateral.
Appears in 1 contract
Samples: Pledge of Shares Agreement (3d Pioneer Systems, Inc.)
Representation and Warranties. Without prejudice or limitation to any representations, warranties (a) Each Limited Partner represents and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee thatother parties hereto as follows:
a. the Issuer has full power to enter into this Security Agreement and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency The Limited Partner has acquired or similar laws affecting generally the enforcement of creditors’ rights, as will acquire such laws would apply Limited Partner's Interest in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable Partnership for such Limited Partner's own account as principal for investment and not with a view to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment resale or other disposition of all or any part thereof or any interest therein.
(2) The Limited Partner understands that the Interests in the Partnership have not been registered under the Securities Act of 1933, as amended (the "Act") or the securities laws of any state, and are being offered and sold in reliance upon an exemption to such registration and are subject to substantial restrictions on transfer.
(3) The Limited Partner understands that no public or private market for the Interests in the Partnership is likely to develop and that since the Interests in the Partnership have not been registered under the Act, the Limited Partner cannot and the Limited Partner agrees and understands that the Limited Partner will not sell or otherwise transfer and dispose of any of the CollateralInterest in the Partnership unless a registration statement with respect to such transfer or disposition is in effect under the Act and any other applicable state or federal securities laws or such transfer or disposition is exempt from registration under the Act or is otherwise in compliance with other relevant state or federal securities laws or unless the General Partner or the Partnership approve such a sale or transfer (which approval may be withheld). The Limited Partner further understands that: (A) the Partnership has no obligation or intention to register the Interest in the Partnership for resale under any federal or state securities laws or to take any action (including the filing of reports or the publication of information required by Rule 144 under the Act) that would make available any exemption from the registration requirements of such laws; and (B) the Limited Partner therefore may have to be precluded from selling or otherwise transferring or disposing of any of the Interest in the Partnership for an indefinite period of time or at any particular time and may therefore have to bear the economic risk of an investment in the Interest in the Partnership for an indefinite period of time. The Limited Partner further acknowledges that the Interest in the Partnership may not be sold without the express written consent of the General Partner and compliance with all relevant provisions of the Partnership Agreement, plus all applicable filing fees. The Limited Partner also acknowledges that the Limited Partner will be responsible for compliance with all conditions on transfer imposed by any blue sky or state securities law administrator and will hold the Partnership and the Collateral is free General Partner harmless from all encumbrances and rights of setoff of any kind except the lien in favor breach thereof.
(4) The Limited Partner understands that no federal or state agency has approved or disapproved of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements Interest in the Trust Deed for the delivery of documentsPartnership, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateral.passed upon or
Appears in 1 contract
Representation and Warranties. Without prejudice or limitation to any representations, warranties To induce the Administrative Agent and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power Lenders to enter into this Security Agreement Amendment, the Borrower hereby represents and warrants to create the security interests constituted Administrative Agent and each Lender that:
(i) As of the First Amendment Effective Date, and after giving effect to this Amendment, each of the representations and warranties made by this Security Agreement;
b. the Issuer has taken Borrower in or pursuant to the Credit Documents is true and correct in all action material respects as if made on and as of such date (it being understood and agreed that any representation or warranty that by its terms is made as of a specific date shall be required to be takentrue and correct in all material respects only as of such specified date); provided, fulfilled that any such representation and done warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (including the obtaining of after giving effect to any necessary consentsqualification therein) in order:all respects on such respective dates.
i. (ii) No Default or Event of Default has occurred and is continuing immediately prior to authorise and after giving effect to this Amendment.
(iii) It (a) has the entry intorequisite corporate or limited partnership, performance as applicable, power and authority to execute, deliver and perform this Amendment and to incur the obligations under the Credit Agreement and the other Credit Documents as amended by this Amendment and (b) is duly authorized to, and has been authorized by all necessary corporate or limited partnership, as applicable, action, to execute, deliver and perform this Amendment.
(iv) This Amendment has been duly executed and delivered and constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally or by general equitable principles.
(v) Neither the execution and delivery of this Security Agreement;
ii. Amendment and the consummation of the transactions contemplated herein, nor the performance of and compliance with the terms and provisions hereof by the Borrower will (a) violate or conflict with any provision of its certificate of limited partnership or agreement of limited partnership (b) violate, contravene or materially conflict with any law, regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to ensure that the obligations expressed to be assumed by it in this Security Agreement are legalit, valid(c) violate, binding and enforceable subjectcontravene or materially conflict with contractual provisions of, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the cause an event of default under, any bankruptcyindenture, examinershiploan agreement, receivershipmortgage, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability deed of such principles is considered in a proceeding at law or in equity);
c. the Issuer has goodtrust, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment contract or other disposition of any of the Collateral, and the Collateral agreement or instrument to which it is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created a party or by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request be bound, the violation of which could have a Material Adverse Effect or (d) result in relation or require the creation of any Lien upon or with respect to the Collateralits properties.
Appears in 1 contract
Samples: Revolving Credit Agreement (Dominion Energy Midstream Partners, LP)
Representation and Warranties. Without prejudice or limitation (A) The Vendor hereby represents to any representations, warranties and covenants of warrants with the Issuer Purchaser that save as disclosed in writing by the Trust Deed, the Issuer represents, warrants and covenants Vendor to the Trustee that:
a. Purchaser prior to the Issuer has full power to enter into this Security Agreement and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery execution of this Security Agreement;Agreement:-
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) All documents required by the effect Companies Act to be filed with the Registrar of bankruptcy, examinership, insolvency or similar laws affecting generally Companies in respect of the enforcement Company have been duly filed and compliance has been made with all other legal requirements in connection with the formation of creditors’ rights, as such laws would apply in the event Company and with all issues and allotments of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and its shares.
(2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition No breach of any of the Collateralprovisions of the Companies Act has been committed by the Company in relation to the Company.
(3) Since the date of its incorporation, no alteration has been made to the Memorandum or Articles of Association of the Company except the increase of authorised share capital.
(4) The Vendor has good and impeccable title to the Sale Shares and have the legal capacity to execute the transfers thereto to the Purchaser in accordance with this Agreement.
(5) No winding-up proceedings under the Companies Act is pending against the Company as at the date hereof. As at the date hereof, the Vendor to the best of its knowledge, is not aware of any imminent winding-up proceedings against the Company. Neither is the Company involved as a party in any litigation, arbitration proceedings, government proceedings or inquiry.
(6) No loan or share capital of the Company has been created or issued or agreed to be created or issued and pending actual completion and no loan or share capital will be created or issued or agreed to be created or issued.
(7) No loan or share capital of the Company has been put under option or agreed to be put under option.
(8) All the registers and records of the Company contain true and accurate records of the matters purporting to be contained therein or dealt with thereby and the Collateral Company has not received notice of any application or intended application under the provisions of the Companies Act or otherwise for the rectification of any register or record or notice of any contention that may register or record of the Company is in any respect inaccurate or improperly kept.
(9) The Accounts comply with the requirements of the Companies Act and are true and accurate in all material respects and give a true and fair view of the financial position (including the values of the assets including the Land and the amounts of the liabilities actual or contingent and accruing or accrued whether or not quantified and whether for tax or otherwise including the Liabilities) of the Company as at the Balance Sheet Date and the Accounts have been prepared on a basis consistent with that adopted in previous years and in a form and manner appropriate to the businesses of the Company.
(10) For the purposes of the Accounts the stock-in-trade and work in progress of the Company has been valued on a basis consistent with that adopted for the purposes of the respective audited accounts of the Company for the year ended with the Balance Sheets Date and with basis and policies of accounting adopted in the preparation of the said audited accounts.
(11) The Company has not since the Balance Sheet Date entered into any transaction that is prejudicial to the Company nor has the Company in any way departed from the normal course of its day to day business whether as regards the nature, scope or manner of conducting the same.
(12) Since the Balance Sheet Date save for the purpose of transferring the businesses of the Company as provided in Section 6.02, no contract or arrangement has been entered into by the Company which is unusual or of a long term nature or involves or may involve obligations of a nature or magnitude calling for special mention or involves or may involve the disposal of any assets of the Company at less than the higher of book or market value or the acquisition of any asset at a price in excess of its market price or is not negotiated on an arm's length basis or differs from the ordinary contracts or arrangements necessitated by the businesses of the Company or is restrictive of the activities of the Company in the conduct of any of its business.
(13) The Company is the sole beneficial owner and has good and marketable title to all the assets included in the Accounts including the Land (less any already notified in writing to the Purchaser as disposed of since then or any hereafter disposed of with the Purchaser's written consent) and to all assets acquired thereafter prior to actual completion.
(14) There is not outstanding any guarantee or contract for indemnity or for suretyship by the Company except for the existing Charges on the Land.
(15) The Company is not engaged in litigation (civil or criminal) or arbitration or any proceedings or enquiries before any governmental municipal or other official commission board tribunal or other administrative judicial or quasi judicial agency and having made all reasonable enquiries the Vendor does not know of any facts which are likely to give rise to the same save those specifically disclosed in writing to the Purchaser prior to the execution of this Agreement.
(16) the Company does not have any worker or employee other than the directors;
(17) The Company is duly qualified as a legal person in all jurisdictions in which it transacts business requiring such qualifications and has the right to own property including the Land and transact business therein in a manner in which the business is conducted and the Company has conducted its business in accordance with all relevant laws and regulations of all such jurisdictions.
(18) No contractual arrangement to which the Company is a party will be abrogated or affected by the change in ownership of the Company which will result from the implementation of this Agreement.
(19) The Company is not a party to any agreement or arrangement with any other person in which the Vendor or any of the directors of the Company is directly or indirectly interested which is material to any of its business of the Company save those disclosed in writing to the Purchaser prior to the execution of this Agreement.
(20) There is not outstanding:-
(a) any contract of service between the Company and any of its directors or employees which is not determinable by the Company; or
(b) any liability (other than any herein disclosed) on the part of the Company to any person who is or has been one of its directors or employees and for the purpose liability includes an unenforceable obligation and if any, letter of waiver from the concerned party shall be obtained.
(a) The Company has duly made or given all returns declarations information and notices for tax purposes which are required to have been made or given and all such returns declarations information and notices made by the Company are up to date and correct and on a proper basis and none of these is the subject of any dispute with the authorities.
(b) The Company has not received an assessment which understates its liability to tax or any payment from the authorities to which it is not entitled.
(c) Every assessment to tax received by the Company and not fully discharged and every statutory notice concerning tax from the authorities so received and still current has been disclosed in writing to the Purchaser.
(d) The Company has paid all tax which it is liable to pay and the Company is not liable to pay any penalty or interest in connection with any claim for tax.
(e) The Vendor has disclosed in writing to the Purchaser every notice application for clearance and election given or made to the Inland Revenue by the Company (not being a notice required to be given by law).
(22) No power of attorney of whatever nature has been given by the Company to any person body or corporation.
(23) There is no agreement, arrangement or share option between the Vendor and other person/persons as regards the Sale Shares.
(24) Since the Balance Sheet Date, no dividends have been declared or paid and no distribution of capital made in respect of any share capital of the Company and no loan (otherwise than in ordinary course of day to day business) or loan capital of the Company has been repaid in whole or in part and before the date of actual completion no such dividends will be declared or paid and no such distributions made and no loan (otherwise than in the ordinary course of day to day business) or share or loan capital will be repaid in whole or part save with the prior written consent of the Purchaser.
(25) the Vendor is not aware of nor has he received any notice of acquisition or intended acquisition affecting the Land or any part thereof from any relevant authority.
(26) The Company is not in default of any material obligation of any nature whatsoever legally binding upon it.
(27) The Company is not under any obligation to increase the rates or remuneration or to pay any bonus to any of its directors or employees at any future date whether with or without retrospective effect.
(28) The Land is free from all encumbrances and/or all whatsoever caveats save as disclosed to the Purchaser herein and rights the Land is free from any tenancy, lease, easement, prohibitory order, trust, lien, license or occupiers, whether legal or otherwise and the Vendor shall be able to ensure vacant possession of setoff the Land to remain with the Company upon completion of this Agreement.
(29) The Company or the Vendor has complied with the category of land use and the express or implied condition of use of the Land and has not permitted any illegal use of the Land that may entitle the forfeiture of the Land by the relevant land authorities.
(30) The Company has paid up to date all the quit rent and assessments rates for the Land.
(31) The Vendor declare that he has acquired the Sale Shares for more than 5 years. The Company is a property developer and as such the disposal of the Sale Shares to the Purchaser by the Vendor will not attract any Real Property Gains Tax.
(32) All the warranties and representations by the Vendor herein and the warranties and representation by the Vendor prior to the execution of this Agreement are true and accurate with regard to all the matters referred thereto.
(B) The Purchaser warrants and represents that:-
(1) The Purchaser has the legal capacity to execute this Agreement.
(2) No winding-up proceedings under the Companies Act is pending against the Purchaser as at the date hereof. As at the date hereof, the Purchaser to the best of its knowledge, is not aware of any kind except imminent winding-up proceedings against the lien Purchaser. Neither is the Purchaser involved as a party in favor of any litigation, arbitration proceedings, government proceedings or inquiry that will affect or prejudice the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateralpurchase hereof.
Appears in 1 contract
Representation and Warranties. Without prejudice or limitation As a material inducement to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power cause Buyer to enter into this Security Agreement, Seller warrants and represents to Buyer, with respect to the Property as follows (Seller's warranties and representations are true and correct in all material respects on the date of the Agreement and will be true and correct in all material respects on the closing date and will survive the closing of the transaction contemplated hereby):
(a) There are no actions, lawsuits, judgments, liens, suits, claims, investigations or other proceedings pending or threatened against Seller or the Property which relates to create Seller or the security interests constituted by ownership, maintenance, or operation of the Property or might in any way affect the Property or this Security Agreement;transaction.
b. (b) There is no environmental condition, situation or incident that could in any manner give rise to any action or liability under any environmental law, and Seller is not subject to and is not currently operating under any compliance or consent order, schedule, decree or agreement issued or entered into under any environmental law.
(c) No portion of the Issuer has taken all action required to be takenProperty is located within a wetland.
(d) No building or other improvement encroaches on the Property, fulfilled and done nor does any improvement which is part of the Property encroach on lands of others or on any public or private road or right of way.
(including e) Seller is not a foreign person within the obtaining meaning of any necessary consents) in order:
i. to authorise § 1445 of the entry intoInternal Revenue Code of 1986, performance and delivery as amended. Seller will complete an appropriate Certificate of Non- Foreign Status at closing confirming the accuracy of this Security Agreement;representation.
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding (f) Seller has good and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the CollateralProperty. Seller has the full right, power and authority to sell, convey and transfer the Property herein and to execute, deliver and carry out the provisions of this Agreement.
(g) No leases currently exist on the Property.
(h) No person or entity has provided labor or materials to the Property within six (6) months prior to closing whose claim for such labor or material has not made any prior sale, pledge, encumbrance, assignment or other disposition been fully paid.
(i) Each individual executing this Agreement on behalf of any Seller is duly authorized to execute and deliver the same on behalf of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the CollateralSeller.
Appears in 1 contract
Samples: Purchase Agreement
Representation and Warranties. Without prejudice or limitation to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power to enter into this Security Agreement and to create the security interests constituted created by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor favour of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor favour of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateral.
Appears in 1 contract
Samples: Security Agreement
Representation and Warranties. Without prejudice or limitation to any representationsBy its execution of this Amendment, warranties each Credit Party party hereto hereby represents and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer (a) this Amendment has full power to enter into this Security Agreement been duly authorized, executed and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed delivered by it in this Security Agreement are and constitutes a legal, validvalid and binding obligation of each Credit Party party hereto, binding and enforceable subjectagainst such Credit Party in accordance with its terms, except as to enforcement, to (1) the effect of such enforceability may be limited by bankruptcy, examinershipinsolvency, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinershipreorganization, receivership, insolvency moratorium or similar event applicable to the Issuer; other Laws affecting creditors’ rights generally and (2) by general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. (b) the Issuer has goodexecution, marketable delivery and indefeasible title to the Collateralperformance by each Credit Party party hereto of this Amendment do not and will not (i) violate (A) any provision of any Applicable Law, has not made any prior sale, pledge, encumbrance, assignment or other disposition of (B) any of the CollateralOrganizational Documents of the Borrower or any of its Subsidiaries, and the Collateral is free from all encumbrances and rights of setoff or (C) any order, judgment or decree of any kind court or other agency of government binding on the Borrower or any of its Subsidiaries, except with respect to clauses (A) and (C) to the lien extent that such violation could not reasonably be expected to have a Material Adverse Effect; (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Borrower or any of its Subsidiaries, except to the extent that such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor Collateral Agent, on behalf of the Margin Loan Provider pursuant Secured Parties); or (iv) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of the Borrower or any of its Subsidiaries, except for any such approval or consent the failure of which to the Margin Account Agreementobtain could not reasonably be expected to have a Material Adverse Effect;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part (c) each of the Collateral or any other part representations and warranties contained in Article 4 of the Collateral Credit Agreement is true and correct in respect all material respects as of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lienAmendment Effective Date, security interest or other encumbrance over such Collateral (except to the extent it relates such representations and warranties specifically relate to the Issuer) except an earlier date, in accordance with the Conditions which case such representations and warranties are true and correct in all material respects on and as of the Relevant Series such earlier date (provided that representations and the Programme Documents;
e. without prejudice to any specific requirements warranties that are qualified by materiality shall be true and correct in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requiresrespects); and
f. (d) no Default or Event of Default exists, or will result from the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateralexecution of this Amendment.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)
Representation and Warranties. Without prejudice or limitation to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power to enter into this Security Agreement and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Account Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateral.
Appears in 1 contract
Samples: Security Agreement
Representation and Warranties. Without prejudice or limitation to any representationsBy its execution of this Amendment, warranties each Credit Party party hereto hereby represents and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer (a) this Amendment has full power to enter into this Security Agreement been duly authorized, executed and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed delivered by it in this Security Agreement are and constitutes a legal, validvalid and binding obligation of each Credit Party party hereto, binding and enforceable subjectagainst such Credit Party in accordance with its terms, except as to enforcement, to (1) the effect of such enforceability may be limited by bankruptcy, examinershipinsolvency, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinershipreorganization, receivership, insolvency moratorium or similar event applicable to the Issuer; other Laws affecting creditors’ rights generally and (2) by general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. (b) the Issuer has goodexecution, marketable delivery and indefeasible title to the Collateralperformance by each Credit Party party hereto of this Amendment do not and will not (i) violate (A) any provision of any Applicable Law, has not made any prior sale, pledge, encumbrance, assignment or other disposition of (B) any of the CollateralOrganizational Documents of the Borrower or any of its Subsidiaries, and the Collateral is free from all encumbrances and rights of setoff or (C) any order, judgment or decree of any kind court or other agency of government binding on the Borrower or any of its Subsidiaries, except with respect to clauses (A) and (C) to the lien extent that such violation could not reasonably be expected to have a Material Adverse Effect; (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Borrower or any of its Subsidiaries, except to the extent that such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor Collateral Agent, on behalf of the Margin Loan Provider pursuant Secured Parties); or (iv) unless otherwise obtained, require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of the Borrower or any of its Subsidiaries, except for any such approval or consent the failure of which to the Margin Account Agreementobtain could not reasonably be expected to have a Material Adverse Effect;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part (c) each of the Collateral or any other part representations and warranties contained in Article 4 of the Collateral Credit Agreement is true and correct in respect all material respects as of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lienAmendment No. 15 Effective Date, security interest or other encumbrance over such Collateral (except to the extent it relates such representations and warranties specifically relate to the Issuer) except an earlier date, in accordance with the Conditions which case such representations and warranties are true and correct in all material respects on and as of the Relevant Series such earlier date (provided that representations and the Programme Documents;
e. without prejudice to any specific requirements warranties that are qualified by materiality shall be true and correct in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requiresrespects); and
f. (d) no Default or Event of Default exists, or will result from the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateralexecution of this Amendment.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)
Representation and Warranties. Without prejudice or limitation (a) Seller hereby represents and warrants to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer Buyer that (a) it has full power and authority (including full corporate power and authority) to enter into execute and deliver this Security Agreement Amendment and to create perform its obligations hereunder; (b) it need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any other person or entity (including any governmental authority) in order to execute an deliver this Amendment or to consummate the security interests constituted transactions contemplated by this Security Agreement;
b. Amendment; (c) neither the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance execution and delivery of this Security Agreement;
ii. to ensure that Amendment, nor the obligations expressed to be assumed by it in consummation of the transactions contemplated under this Security Agreement are legalAmendment, validwill violate Seller’s charter documents, binding and enforceable subjectincluding bylaws, as to enforcementany statute, to (1) the effect of bankruptcyregulation, examinershiprule, insolvency injunction, judgment, order, decree, ruling, charge, or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuerother restriction; and (2d) this Amendment, upon its execution and delivery by Seller (assuming the due authorization, execution and delivery hereof by all other Parties), will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws relating to creditors’ rights generally and by general equitable principles of equity (regardless of whether such enforceability of such principles is considered in a proceeding in equity or at law law).
(b) Buyer hereby represents and warrants that (a) it has full power and authority (including full corporate power and authority) to execute and deliver this Amendment and to perform its obligations hereunder; (b) it need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any other person or entity (including any governmental authority) in equityorder to execute and deliver this Amendment or to consummate the transactions contemplated by this Amendment; (c) neither the execution and delivery of this Amendment, nor the consummation of the transactions contemplated under this Amendment, will violate Buyer’s charter documents, including bylaws, any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction; (d) this Amendment, upon its execution and delivery by Buyer (assuming the due authorization, execution and delivery hereof by all other Parties);
c. , will constitute the Issuer has goodlegal, marketable valid and indefeasible title binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws relating to creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (e) it is the Collateralholder of record and sole beneficial owner of the Series F Shares and the Warrants, has not made free of any prior saleclaim, lien, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral encumbrance; (f) MIE has entered into a Borrowing Base Facility Agreement with Standard Bank (the “Lender”), which agreement provides for up to $150,000,000 in borrowings that is currently available to MIE (the “Facility Agreement”) upon the terms and subject to the extent it relates conditions of the Facility Agreement (the “Financing”); the Facility Agreement includes an amount of $20 million that, subject to, amongst other things, the execution of this Amendment in a form acceptable to the Issuer) except in accordance with Lender, may be used by MIE to repay certain indebtedness owed to Buyer, and, immediately after such repayment of indebtedness, upon the Conditions terms and subject to the conditions of this Amendment, Buyer shall use such funds to pay the Relevant Series Payment Amount to Seller; prior to execution and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documentsthis Amendment by Buyer and MIE, the Issuer will promptly deliver Lender has confirmed in writing to MIE that (i) the form of this Amendment is acceptable to the Trustee all documents Lender and (ii) the conditions precedent as listed therein are the only outstanding conditions for MIE to draw down $20 million under the Facility Agreement for payment under this Agreement, and a copy of such confirmation is attached hereto as Exhibit C; and (g) the information Buyer has provided to Seller relating to the Collateral which the Trusteeproduction, from time to timedrilling, requires; and
f. the Issuer shall promptly provide the Trustee with all information petroleum reserves, and other documentation which it may request in relation petroleum engineering data for the Daan oilfield includes all material information with respect thereto that Buyer has provided to the CollateralLender; provided, however, ALL OF THE INFORMATION, STATISTICS, SUMMARIES, ELECTRONIC TRANSMISSIONS AND FACSIMILES FURNISHED BY OR ON BEHALF OF MIE OR BUYER HEREWITH OR HEREUNDER AND RELATING TO THE PROPERTIES OR ASSETS OF MIE OR BUYER, PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GEOLOGICAL OR GEOPHYSICAL DATA OR INTERPRETATIONS, THE QUALITY, QUANTITY OR RECOVERABILITY OF ANY HYDROCARBON RESERVES, ANY PRODUCT PRICING ASSUMPTIONS, THE ABILITY TO SELL OR MARKET ANY HYDROCARBONS, OR THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, OR PROFITS, IF ANY, TO BE DERIVED THEREFROM, ARE FURNISHED OR WILL BE FURNISHED FOR SELLER’S USE AT SELLER’S SOLE RISK. ALL SUCH INFORMATION HAS BEEN COMPILED OR PREPARED BY BUYER BASED UPON ITS FILES AND RECORDS AND SUCH INFORMATION IS BELIEVED TO BE CORRECT, BUT BUYER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE ACCURACY, CORRECTNESS OR THE ADEQUACY OF SAME AND DOES NOT WARRANT OR GUARANTEE THE ACCURACY, CORRECTNESS OR ADEQUACY OF SUCH INFORMATION IN ANY WAY. BUYER HAS MADE NO STATEMENTS OR REPRESENTATIONS CONCERNING THE CONDITION OF THE PROPERTIES OR ASSETS OF MIE OR BUYER. PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GEOLOGICAL OR GEOPHYSICAL DATA OR INTERPRETATIONS, THE QUALITY, QUANTITY OR RECOVERABILITY OF ANY HYDROCARBON RESERVES, ANY PRODUCT PRICING ASSUMPTIONS, THE ABILITY TO SELL OR MARKET ANY HYDROCARBONS, OR THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, OR PROFITS, IF ANY, TO BE DERIVED THEREFROM. SELLER IS RESPONSIBLE FOR MAKING SUCH INDEPENDENT INVESTIGATION AND EVALUATION OF SUCH INFORMATION AS SELLER SHALL DEEM APPROPRIATE, REALIZING THAT BUYER DOES NOT ASSUME AND SHALL HAVE NO LIABILITY TO SELLER OR ANY OTHER PERSON OR ENTITY FOR ANY RELIANCE WHICH MAY BE PLACED ON THE INFORMATION, STATISTICS, SUMMARIES, ELECTRONIC TRANSMISSIONS OR FACSIMILES FURNISHED TO SELLER.
Appears in 1 contract
Representation and Warranties. Without prejudice or limitation to any representations, warranties To induce LaSalle and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power Bank One to enter into this Security Agreement Amendment, the Company hereby represents and warrants to LaSalle and Bank One that:
(a) Since December 30, 2002, there has been no development or event, which has had or could reasonably be expected to have a material adverse effect on the Company’s business or financial condition. No Event of Default or Unmatured Event will occur after giving effect to this Amendment.
(b) The Company has the corporate power and authority, and the legal right, to make and deliver this Amendment and each other instrument, document or agreement to be executed and delivered by it pursuant hereto, and to create perform all of its obligations hereunder and thereunder, and under the security interests constituted Credit Agreement as amended by this Security Agreement;
b. Amendment, and the Issuer Company has taken all necessary corporate action required to be taken, fulfilled and done (including authorize the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance execution and delivery of this Security Agreement;
ii. to ensure that the obligations expressed Amendment and each other instrument, document or agreement to be assumed executed and delivered by it in pursuant hereto.
(c) When executed and delivered, this Security Amendment and each other instrument, document or agreement to be executed and delivered by the Company pursuant hereto, and the Credit Agreement are as amended by this Amendment, will constitute legal, validvalid and binding obligations of the Company, binding and enforceable subjectin accordance with their respective terms, except as to enforcement, to (1) the effect of enforceability may be affected by bankruptcy, examinershipinsolvency, insolvency or reorganization, moratorium and other similar laws relating to or affecting generally the enforcement of creditors’ rightsrights generally, as such laws would apply in and by general equitable principles.
(d) No Unmatured Event or Event of Default exists, taking into account the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable changes to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the CollateralCredit Agreement contemplated by this Amendment, and the Collateral representations and warranties made by the Company and the Continuing Guarantors in the Loan Documents to which each is free from a party are true and correct in all encumbrances material respects on and rights of setoff of any kind except the lien in favor as of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant date hereof, after giving effect to the Margin Account Agreement;
d. except effectiveness of this Amendment and each other instrument, document or agreement to be executed and delivered by any of them pursuant thereto, as herein providedif made on and as of this date, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer other than those that relate to an earlier or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateraldate.
Appears in 1 contract
Representation and Warranties. Without prejudice or limitation to any representations, warranties Each Borrower represents and covenants warrants as follows as of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee thatdate hereof:
a. (a) The execution, delivery and performance of the Issuer has full power to enter into Amendment have been duly authorized by all necessary action on the part of each Borrower. The execution, delivery and performance by each Borrower of this Security Agreement Amendment does not and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done will not (including the obtaining a) violate (i) any provision of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency law or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency governmental rule or similar event regulation applicable to the Issuer; and Holdings or any of its Subsidiaries in any material respect, (2ii) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the CollateralOrganizational Documents of Holdings or any of its Subsidiaries, and the Collateral is free from all encumbrances and rights of setoff or (iii) any material order, judgment or decree of any kind except the lien in favor court or other agency of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral government binding on Holdings or any other part of the Collateral its Subsidiaries; (b) conflict with, result in respect a breach of the Relevant Series or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holdings or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (of its Subsidiaries except to the extent it relates such conflict, breach or default would not reasonably be expected to have a Material Adverse Effect; (c) result in or require the Issuercreation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Permitted Lien); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Amendment No. 1 Dollar Term Loan Effective Date and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.
(b) This Amendment has been duly executed and delivered by each Borrower and constitutes a legally valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as may be limited by Debtor Relief Laws or by equitable principles and principles of good faith and fair dealing relating to enforceability.
(c) Upon the Conditions effectiveness of this Amendment and both before and immediately after giving effect to this Amendment and the making of the Relevant Series Term Loans as contemplated herein, no Default or Event of Default exists.
(d) Each of the representations and warranties of each Borrower and each other Credit Party contained in Section 4 of the Programme Credit Agreement and in the other Credit Documents;
e. without prejudice , in each case, is true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any specific requirements representations and warranties that already are qualified or modified by materiality in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateraltext thereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (IMS Health Holdings, Inc.)
Representation and Warranties. Without prejudice or limitation to any representationsX. Xxxxxxx, warranties XxXxxxx and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee Xxxxxx represents that:
a. (i) either or both are true and lawful owners of all claims covered by the Issuer has Release and have full power and authority to enter into effectuate this Security Agreement agreement and its Release;
(ii) no representations have been made by DCDC or any of its present or former officers, directors, or any other person, regarding the Stock, its present or future value, or IMSI’s, its financial condition or business prospects, or any matters pertaining thereto;
(iii) Xxxxxxx, XxXxxxx and Xxxxxx have been afforded an opportunity to create conduct due diligence regarding the security interests constituted by Stock and is acquiring the Stock based solely upon the information available through IMSI’s public filings with the SEC and not upon any information obtained from DCDC or any other party to this Security Agreement;
b. (iv) Xxxxxxx, XxXxxxx and Xxxxxx are acquiring the Issuer has taken all action required to be takenStock for investment purposes only and not with any view toward, fulfilled and done (including or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the obtaining shares, in contravention of any necessary consents) in order:
i. to authorise rules or regulations promulgated under the entry intoSecurities Act of 1933 as amended (“Securities Act”). Xxxxxxx, performance XxXxxxx and delivery of this Security Agreement;
ii. to ensure Xxxxxx acknowledges that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) Stock is not registered with the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply SEC for sale in the event of any bankruptcypublic markets, examinershipand may not be sold, receivershiptransferred, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior offered for sale, pledgepledged, encumbrancehypothecated, assignment or other disposition otherwise disposed of any of without registration under the CollateralSecurities Act, except pursuant to an exemption from registration available under the Securities Act, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with applicable provisions of state securities laws.
(v) No representation has been made to Xxxxxxx, XxXxxxx and Xxxxxx by any person concerning the Conditions availability of the Relevant Series Stock for resale in any manner other than through an effective registration statement filed with the Securities and Exchange Commission.
(vi) This agreement has been negotiated at arm’s length between the Programme Documentsparties.
B. DCDC represents that:
(i) it has the full power and authority (corporate and other) to enter into and fully perform this agreement, which agreement has been approved by its Board;
e. without prejudice (ii) it owns the IMSI Stock free and clear of all claims, liens and encumbrances and has fullpower and authority to transfer the Stock to Xxxxxxx, XxXxxxx and Xxxxxx pursuant to this Agreement;
(iii) DCDC has not assigned or transferred to any specific requirements in person (nor otherwise disposed of)any liability, claim or cause of action that is within the Trust Deed for the delivery scope of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which those claims that it may request in relation to the Collateralhas released.
Appears in 1 contract
Samples: Settlement Agreement (Digital Creative Development Corp)
Representation and Warranties. Without prejudice or limitation Debtor represents and warrants to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee Secured Party that:
a. (a) Debtor is, and at the Issuer time of delivery of the Pledged Shares to Secured Party pursuant to Section 4 hereof, the legal holder of record and the sole beneficial owner of the Pledged Shares and has full power good and marketable title to enter into this Security Agreement the Pledged Shares free and to create clear of any Lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except for the security interests constituted Lien created by this Security Agreement;.
b. (b) All of the Issuer Pledged Shares have been duly authorized, validly issued and are fully paid and non-assessable.
(c) Debtor has taken all action required the full power, authority and legal right to be takenpledge, fulfilled assign, transfer, deliver, deposit and done set over the Pledged Collateral pledged by Debtor to Secured Party as provided herein.
(including d) None of the obtaining Pledged Shares has been issued or transferred in violation of any necessary consents) in order:
i. to authorise the entry intosecurities registration, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency securities disclosure or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcyjurisdiction to which such issuance or transfer may be subject.
(e) The Pledged Shares constitute one hundred percent (100%) of the issued and outstanding shares of stock of the Company,
(f) No consent, examinershipapproval, receivershipauthorization or other order of any Person and no consent, insolvency authorization, approval, or similar event applicable other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (i) for the Issuer; pledge by Debtor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Debtor or (ii) for the exercise by the Secured Party of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(2g) general equitable principles Except for the security interest (whether enforceability of such principles and pledges and assignments as applicable) granted hereby, Debtor is, and as to any property acquired after the date hereof which is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to included within the Collateral, has not made any prior saleDebtor will be, pledgethe owner of all such Collateral free and clear from all charges, encumbranceliens, assignment or other disposition security interests, adverse claims and encumbrances of any and every nature whatsoever.
(h) There is no financing statement or similar filing now on file in any public office covering any part of the Collateral, and the Collateral is free from all encumbrances Debtor will not execute and rights of setoff of there will not be on file in any kind public office any financing statement or similar filing except the lien financing statements filed or to be filed in favor of Secured Party.
(i) All information furnished to Secured Party concerning Debtor, the Trustee created by this Security Agreement Collateral and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein providedSecured Obligations, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose for the purpose of any assets that form part obtaining or maintaining credit, is or will be at the time the same is furnished, accurate and complete in all material respects.
(j) The pledge, assignment and delivery of the Collateral pursuant to this Agreement will create a valid first priority lien on and a first priority perfected security interest in the Collateral pledged by Debtor, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any other part agreement purporting to grant to any third party a security interest in the property or assets of Debtor which would include the Collateral, securing the payment of the Collateral in respect Secured Obligations.
(k) This Agreement has been duly authorized, executed and delivered by Debtor and constitutes a legal, valid and binding obligation of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting the Conditions rights of creditors generally or by the Relevant Series application of general equity principles. The representations and warranties set forth in this Section 5 shall survive the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the execution and delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateralthis Agreement.
Appears in 1 contract
Representation and Warranties. Without prejudice or limitation 2.1 The Mortgagor hereby represents and warrants to any representations, warranties the Security Agent (for the benefit of each Secured Party) on the date of this Mortgage and covenants on completion of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee Relevant Permitted Reorganisation that:
a. (a) the Issuer Mortgagor has been duly incorporated and registered as an exempted company with limited liability under the Cayman Companies Law and is validly existing and in good standing under the laws of the Cayman Islands;
(b) the Mortgagor has the power to own its assets and carry on its business as it is being conducted;
(c) the Mortgagor shall be, with effect from the completion of the Relevant Permitted Reorganisation the sole legal and beneficial owner of the Mortgaged Shares free from any Security Interest (other than that created by this Mortgage and the Original Holdco Share Mortgage (until the same is released as described in paragraph D of the recitals of this Mortgage)) or other interest and any options or rights of pre-emption;
(d) the Mortgagor shall with effect from completion of the Relevant Permitted Reorganisation be the direct legal and beneficial owner of 100% of the issued shares of and equity interests in the Company, free and clear of any Security (except for any Transaction Security, as defined in the Security Trust Deed and the Original Holdco Share Mortgage (until the same is released as described in paragraph D of the recitals of this Mortgage));
(e) any Mortgaged Shares are or will be when mortgaged and charged, duly authorised, validly issued, fully paid, non-assessable, freely transferable and constitute shares in the capital of a BVI Business Company. To the extent they are in existence there are no moneys or liabilities outstanding or payable in respect of any such shares nor will there be any and they have not been redeemed nor cancelled in any way nor will they be;
(f) no person has or is entitled to any conditional or unconditional option, warrant or other right to subscribe for, purchase or otherwise acquire any issued or unissued shares, or any interest in shares, in the capital of the Company, (other than that created by this Mortgage and pursuant to the Warrant Instruments and the Original Holdco Share Mortgage (until the same is released as described in paragraph D of the recitals of this Mortgage));
(g) the Mortgaged Shares are freely transferable on the books of the Company and no consents or approvals are required (other than pursuant to the Original Holdco Share Mortgage (until the same is released as described in paragraph D of the recitals of this Mortgage)) in order to register a transfer of the Mortgaged Shares;
(h) the Mortgaged Shares are not issued with any preferred, deferred or other special rights or restrictions whether in regard to dividends, voting, return of any amount paid on account of shares or otherwise which are not expressly set out in the memorandum and articles of association of the Company;
(i) there are no covenants, agreements, conditions, interest, rights or other matters whatsoever which adversely affect the Mortgaged Shares, (other than that created by this Mortgage and pursuant to the Warrant Instruments and the Original Holdco Share Mortgage (until the same is released as described in paragraph D of the recitals of this Mortgage));
(j) other than the existence of the Original Holdco Share Mortgage, the Mortgagor has not received any notice of an adverse claim by any person in respect of the ownership of the Mortgaged Shares or any interest in the Mortgaged Shares;
(k) the Mortgagor has full power and authority to:
(i) execute and deliver this Mortgage and the other Transaction Documents to enter into which it is a party;
(ii) be the legal and beneficial owners of the Mortgaged Shares; and
(iii) comply with the provisions of, and perform all its obligations under this Security Agreement Mortgage and the other Transaction Documents to create which it is a party;
(l) the security interests constituted by Mortgagor has duly executed and delivered this Security Mortgage and the other Transaction Documents to which it is a party;
(m) this Mortgage and each other Transaction Document to which the Mortgagor is a party constitutes the Mortgagor’s legal, valid and binding obligations enforceable against the Mortgagor in accordance with its terms subject to any general principles of law limiting its obligations or qualifications specifically referred to in any legal opinion delivered pursuant to the Facility Agreement;
b. (n) the Issuer has taken all action required execution and performance of its obligations and liabilities under this Mortgage and each other Transaction Document to be taken, fulfilled and done which the Mortgagor is a party will not:
(including the obtaining i) contravene any law or regulation or any order of any necessary consents) in order:
i. to authorise the entry intogovernmental or other official authority, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legalbody or agency or any judgment, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency order or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event decree of any bankruptcycourt having jurisdiction over it; or
(ii) conflict with, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered result in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition breach of any of the Collateralterms of, or constitute a default under, any agreement or other instrument to which it is a party or any licence or other authorisation to which it is subject or by which it or any of its property is bound; or
(iii) contravene or conflict with any provision of its memorandum and articles of association;
(o) it is not unable to pay its debts within the meaning of the Cayman Companies Law and it has not taken any action nor have any steps been taken or legal proceedings been started or threatened in writing against it for:
(i) winding up, dissolution or reorganisation;
(ii) the enforcement of any Security Interest over its assets; or
(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its assets;
(p) it is not in breach (nor would be in breach with the giving of notice, passing of time, or satisfaction of any other condition) or in default under any deed, instrument or any agreement to which it is a party or which is binding on it or any of its assets;
(q) to the best of its knowledge, no action, litigation, arbitration or administrative proceeding has been commenced or is pending or threatened in writing against it, nor is there subsisting any unsatisfied judgment or award given against it by any court, board of arbitration or other body;
(r) all licences, consents, exemptions, clearance filings, registration, payments of taxes, notarisation and authorisations as are or may be necessary or desirable for the proper conduct of its business, trade, and ordinary activities and for the Collateral performance and discharge of its obligations and liabilities under this Mortgage and each other Transaction Document to which the respective Mortgagor is free from all encumbrances a party and rights which are required in connection with the execution, delivery, validity, enforceability or admissibility in evidence of setoff of any kind except this Mortgage and each other Transaction Document to which the lien in favor of the Trustee created by this Security Agreement respective Mortgagor is a party and the Trust Deed creation of security over the Mortgaged Shares have been obtained and are in full force and effect;
(s) it has not taken any lien in favor of action whereby the Margin Loan Provider pursuant rights attaching to the Margin Account Agreement;
d. except as herein provided, Mortgaged Shares are altered or diluted save to the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer extent such alteration or otherwise dispose of any assets that form part of the Collateral dilution is expressly permitted under this Mortgage or any other part Transaction Document;
(t) the Mortgagor has taken all corporate and other action required to approve its execution, delivery, performance and enforceability of this Mortgage and each other Transaction Document to which the Collateral in respect Mortgagor is a party; and
(u) this Mortgage creates the Security Interests it purports to create with the ranking and priority it is expressed to have.
2.2 The Mortgagor also represents and warrants to and undertakes with the Security Agent that the foregoing representations and warranties will be true and accurate throughout the continuance of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (this Mortgage with reference to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series facts and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, circumstances subsisting from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateral.
Appears in 1 contract
Representation and Warranties. Without prejudice or limitation to any representations, warranties To induce LaSalle and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power Bank One to enter into this Security Agreement Amendment, the Company hereby represents and warrants to LaSalle and Bank One that:
(a) Since April 30, 2003, there has been no development or event, which has had or could reasonably be expected to have a material adverse effect on the Company’s business or financial condition. No Event of Default or Unmatured Event will occur after giving effect to this Amendment.
(b) The Company has the corporate power and authority, and the legal right, to make and deliver this Amendment and each other instrument, document or agreement to be executed and delivered by it pursuant hereto, and to create perform all of its obligations hereunder and thereunder, and under the security interests constituted Credit Agreement as amended by this Security Agreement;
b. Amendment, and the Issuer Company has taken all necessary corporate action required to be taken, fulfilled and done (including authorize the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance execution and delivery of this Security Agreement;
ii. to ensure that the obligations expressed Amendment and each other instrument, document or agreement to be assumed executed and delivered by it in pursuant hereto.
(c) When executed and delivered, this Security Amendment and each other instrument, document or agreement to be executed and delivered by the Company pursuant hereto, and the Credit Agreement are as amended by this Amendment, will constitute legal, validvalid and binding obligations of the Company, binding and enforceable subjectin accordance with their respective terms, except as to enforcement, to (1) the effect of enforceability may be affected by bankruptcy, examinershipinsolvency, insolvency or reorganization, moratorium and other similar laws relating to or affecting generally the enforcement of creditors’ rightsrights generally, as such laws would apply in and by general equitable principles.
(d) No Unmatured Event or Event of Default exists, taking into account the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable changes to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the CollateralCredit Agreement contemplated by this Amendment, and the Collateral representations and warranties made by the Company and the Continuing Guarantors in the Loan Documents to which each is free from a party are true and correct in all encumbrances material respects on and rights of setoff of any kind except the lien in favor as of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant date hereof, after giving effect to the Margin Account Agreement;
d. except effectiveness of this Amendment and each other instrument, document or agreement to be executed and delivered by any of them pursuant thereto, as herein providedif made on and as of this date, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer other than those that relate to an earlier or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateraldate.
Appears in 1 contract
Representation and Warranties. Without prejudice or limitation a. EVO represents and warrants to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee thatGSI:
a. i. EVO has the Issuer has full power right, power, and authority to enter into this Security Agreement and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. EVO is the exclusive owner of all right, title and interest, including all intellectual property rights, covered hereby
iii. I.P. are free of any liens, security interests, encumbrances or licenses;
iv. The I.P. does not infringe the rights of any person or entity;
v. There are no claims, pending or threatened, with respect to ensure that EVO’s rights in the obligations expressed to be assumed by it in this Security I.P.;
vi. This Agreement are legal, is valid, binding and enforceable subjectin accordance with its terms; and
vii. EVO is not subject to any agreement, as judgment or order inconsistent with the terms of this Agreement.
b. GSI represents and warrants to enforcementEVO:
i. GSI has the right, power and authority to (1) enter into this Agreement;
ii. GSI will be the effect sole sub licensee of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ all rights, as such laws would apply in the event of any bankruptcytitle and interest, examinershipincluding all intellectual property rights, receivership, insolvency granted by EVO or similar event applicable Dr. X.X. Xxxxx related to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the Collateral aforementioned.
iii. GSI is free from all of any liens security interests, encumbrances and or licenses; that may have an adverse effect, or place encumbrance on the I.P..
iv. The license agreement not infringe the rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant person or entity;
v. There are no claims, pending or threatened, with respect to GSI’s Sub License rights, and/or license with regard to the Margin Account AgreementInvention and Patent;
d. except as herein providedvi. This Agreement is valid, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except binding and enforceable in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requiresits terms; and
f. vii. GSI is not subject to any agreement, judgment or order inconsistent with the Issuer shall terms of this Agreement.
viii. GSI agrees to carry out any and all enforcement of violations of the patents, or any of the related intellectual property, and promptly provide furnish all documents and/or legal correspondence to EVO upon possession by GSI in order to adequately communicate status of any pending legal action, or enforcement. In addition to furnishing legal correspondence mentioned above, GSI agrees to also notify EVO, in writing within ten business days of any legal action or enforcement what action, or remedies are being taken and is performing fiduciary responsibilities in the Trustee with all information and other documentation which it may request in relation to best interests of the Collateralintellectual properties.
Appears in 1 contract
Representation and Warranties. Without prejudice or limitation to any representations, warranties Each Subscriber hereby further ------------------------------ severally represents and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee on its on behalf that:
a. (a) The Purchaser understands that there is no established market for the Issuer has full power to enter into this Security Agreement Notes or Warrants and to create that no public market for the security interests constituted by this Security Agreement;Notes or Warrants is currently foreseeable.
b. (b) The Purchaser is acquiring the Issuer has taken all action required to be taken, fulfilled Securities for its own account for investment purposes only and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable not with a view to the Issuer; and resale or distribution thereof.
(2c) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, The Purchaser has not made any prior saleand will not, pledgedirectly or indirectly, encumbranceoffer, assignment or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer transfer, assign, exchange or otherwise dispose of all or any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) Securities except in accordance with the Conditions provisions of this Agreement or the Warrants, as applicable, as long as such documents remain in effect.
(d) The Purchaser is acquiring the Notes and Warrants without having relied upon any offering literature or prospectus other than the Materials. The Purchaser has such knowledge and experience in financial, business and tax matters that the Purchaser is capable of evaluating the merits and risks relating to the Purchaser's investment in the Securities and making an investment decision with respect to the Company.
(e) To the full satisfaction of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documentsPurchaser, the Issuer will promptly deliver Purchaser has been given the opportunity to the Trustee all obtain information and documents relating to the Collateral which Company and to ask questions of and receive answers from representatives of the Trustee, from time to Company concerning the Company and the investment in the Securities.
(f) The Purchaser has adequately analyzed the risks of an investment in the Securities and it has determined that the Securities are a suitable investment for the Purchaser and that the Purchaser is able at this time, requires; andand in the foreseeable future, to bear the economic risk of a total loss of its investment in the Company.
f. (g) The Purchaser is aware that there are substantial risks attendant to an investment in the Issuer Securities.
(h) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Act as presently in effect and is purchasing the Securities for its own account. The Purchaser has not been formed for the specific purpose of acquiring the Securities.
(i) The Purchaser understands that the Notes and Warrants are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Notes and Warrants. The Purchaser hereby agrees to indemnify and hold harmless the Company and all Persons deemed to be in control of the Company from and against any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses in connection with any action, suit or proceeding brought against the Company) incurred or suffered by the Company out of the inaccuracy of any of the representations or warranties made by the Purchaser in this Article 2. All such representations shall promptly provide survive the Trustee with all information delivery of the Materials and other documentation which it may request in relation the purchase by the Purchaser of any Securities. The Company shall give prompt written notice to the CollateralPurchaser of the assertion of any claim for which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefor, together with any supporting information reasonably requested by the Purchaser, and the amount of the damage, loss, liability or expense. If any amount is due by the Purchaser to the Company pursuant to this paragraph, the Purchaser will make such payment not later than 60 days after receipt by the Purchaser of notice of the amount due.
Appears in 1 contract
Representation and Warranties. Without prejudice or limitation to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer a) The Borrower represents, and warrants and covenants to the Trustee that:
a. I. each Obligor has the Issuer has full competence and power to enter into this Security Agreement execute the Financing Documents and has taken the necessary approvals in relation to create the security interests constituted by this Security Agreementexecution of the Financing Documents (to which the relevant Obligor is a party), which approvals will remain valid and subsisting till the Final Settlement Date;
b. II. all the Issuer information provided by an Obligor in relation to the Facility, whether or not relevant for ascertaining the credit worthiness of the Borrower, is true and correct and not misleading in any manner;
III. each Obligor is capable of and entitled under all Applicable Laws to execute and perform the Financing Documents and the transactions thereunder;
IV. each Obligor has taken all action required the necessary approvals in relation to be takenthe execution of the Financing Documents, fulfilled which approvals will remain valid and done subsisting during the tenure of the Facility;
V. the relevant Security Provider has and shall maintain absolute, clear and marketable title over the Secured Assets, has exercised due care and caution (including the including, where necessary, obtaining of advise of tax and, or, legal and, or, accounting and, or, financial and, or, other professionals) and that the Secured Assets are absolutely unencumbered and free from any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreementliability whatsoever;
iiVI. to ensure that the obligations expressed to be assumed there are no actions, suits, proceedings or investigations pending or threatened by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency against an Obligor or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding Secured Assets at law or in equity)equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may constitute individually or in the aggregate or may result in a Material Adverse Effect;
c. VII. no event, circumstance or situation has occurred, which might affect the Issuer Security Provider or the Lender's right towards the Securities or hinder the enforcement of the Securities;
VIII. no Material Adverse Effect or Event of Default has good, marketable and indefeasible title to occurred;
IX. the Collateral, has Securities are not made any prior sale, pledge, encumbrance, assignment included in or other disposition of affected by any of the Collateralschemes of Central / State Government or of the improvement trust or any other public body or local authority or by any alignment, widening or construction of road under any scheme of the Central and, or, State Government or of any Corporation, Municipal Committee, Gram Panchayat etc.;
X. each Obligor has paid and shall pay when due, all public demands such as taxes, taxes and all the Collateral other revenues payable to the Government of India or to the Government of any State or to any local authority and that at present there are no arrears of such taxes and revenues due and outstanding;
XI. each Security Provider has good and marketable title to its respective Secured Assets and each Secured Asset is free and clear from all encumbrances and rights of setoff of any kind except (other than the lien security created / to be created in favor favour of the Trustee created by this Security Agreement and the Trust Deed Lender) and any lien in favor of the Margin Loan Provider pursuant claims and demands and is not subject to the Margin Account Agreement;
d. except as herein providedany lis pendens, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral attachment or any other part pending litigation or any process issued by any court or governmental authority and is not affected by any notice of acquisition or requisition;
XII. the availing of the Collateral in respect Facility and performance of the Relevant Series obligations by an Obligor under this Terms and or any right other Financing Documents shall constitute, private and commercial acts done and performed by such Obligor;
XIII. an Obligor is not and shall not be entitled to and shall not claim immunity for itself or interest therein or thereto or create or allow to exist any lienits assets and properties from suit, security interest execution, attachment or other encumbrance over such Collateral (legal process in any proceedings in relation to this Terms and other Financing Documents;
XIV. neither an Obligor nor none of its directors, partners, members, as the extent it relates to the Issuer) except case may be have not been declared a wilful defaulter/s under any applicable law and or by any relevant authority;
XV. each Obligor which is a natural Person, is not a minor, is solvent in accordance with the Conditions Applicable Laws, is of the Relevant Series sound mind and the Programme Documents;
e. without prejudice fulfils all conditions for capacity to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requirescontract under Applicable Laws; and
f. XVI. the Issuer Securities created will be legal, valid and enforceable, and, in each case, are prior and superior in right to any other Person.
b) Each of the representations and warranties given by the Borrower are deemed material.
c) Further, the Borrower confirms that the representations and warranties contained herein shall promptly provide be deemed to be repeated by the Trustee Borrower on and as of each day from the date of this Terms until the Final Settlement Date, as if made with all information and other documentation which it may request in relation reference to the Collateralfacts and circumstances existing on such day.
Appears in 1 contract
Samples: General Terms and Conditions
Representation and Warranties. Without prejudice or limitation to any representationsBy its execution of this Amendment, warranties the Borrower hereby represents and covenants warrants that: (a) this Amendment has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of the Issuer Borrower, enforceable against the Borrower in the Trust Deedaccordance with its terms, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power to enter into this Security Agreement and to create the security interests constituted except as such enforceability may be limited by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinershipinsolvency, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinershipreorganization, receivership, insolvency moratorium or similar event applicable other Laws affecting creditors’ rights generally and by general principles of equity; (b) the execution, delivery and performance by the Borrower of this Amendment does not and will not (i) violate (A) any provision of any Applicable Law, (B) any of the Organizational Documents of the Borrower or any of its Subsidiaries, or (C) any order, judgment or decree of any court or other agency of government binding on the Borrower or any of its Subsidiaries, except with respect to clauses (A) and (C) to the Issuerextent that such violation could not reasonably be expected to have a Material Adverse Effect; (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Borrower or any of its Subsidiaries, except to the extent that such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of the Secured Parties); or (iv) unless otherwise obtained, require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of the Borrower or any of its Subsidiaries, except for any such approval or consent the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect; (c) each of the representations and warranties contained in Section 4 of the Credit Agreement is true and correct in all material respects as of the Amendment No. 17 Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects); and (2d) general equitable principles (whether enforceability no Default or Event of such principles is considered in a proceeding at law Default exists, or in equity);
c. will result from the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition execution of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the CollateralAmendment.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)
Representation and Warranties. Without prejudice or limitation As a material inducement to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power cause Buyer to enter into this Security Agreement, Seller warrants and represents to Buyer, with respect to the Property as follows (Seller's warranties and representations are true and correct in all material respects on the date of the Agreement and will be true and correct in all material respects on the closing date and will survive the closing of the transaction contemplated hereby):
(a) There are no actions, lawsuits, judgments, liens, suits, claims, investigations or other proceedings pending or threatened against Seller or the Property which relates to create Seller or the security interests constituted by ownership, maintenance, or operation of the Property or might in any way affect the Property or this Security Agreement;transaction.
b. (b) There is no environmental condition, situation or incident that could in any manner give rise to any action or liability under any environmental law, and Seller is not subject to and is not currently operating under any compliance or consent order, schedule, decree or agreement issued or entered into under any environmental law.
(c) No portion of the Issuer has taken all action required to be takenProperty is located within a wetland.
(d) No building or other improvement encroaches on the Property, fulfilled and done nor does any improvement which is part of the Property encroach on lands of others or on any public or private road or right of way.
(including e) Seller is not a foreign person within the obtaining meaning of any necessary consents) in order:
i. to authorise § 1445 of the entry intoInternal Revenue Code of 1986, performance and delivery as amended. Seller will complete an appropriate Certificate of Non-Foreign Status at closing confirming the accuracy of this Security Agreement;representation.
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding (f) Seller has good and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the CollateralProperty. Seller has the full right, power and authority to sell, convey and transfer the Property herein and to execute, deliver and carry out the provisions of this Agreement.
(g) No leases currently exist on the Property.
(h) No person or entity has provided labor or materials to the Property within six (6) months prior to closing whose claim for such labor or material has not made any prior sale, pledge, encumbrance, assignment or other disposition been fully paid.
(i) Each individual executing this Agreement on behalf of any Seller is duly authorized to execute and deliver the same on behalf of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the CollateralSeller.
Appears in 1 contract
Samples: Purchase Agreement
Representation and Warranties. Without prejudice or limitation to any representations11.1 The Company and the Existing Shareholders (hereinafter in this Sec. 9 collectively the “Guarantors”), warranties represent and covenants warrant by way of an independent guarantee in the meaning of section 311 of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants German Civil Code (BGB) to the Trustee Lender (provided, however, that the Lender do not represent and warrant vis-à-vis themselves), to the extent legally permissible, as of the date hereof and the date of Conversion that:
a. (a) The Company is a corporation duly organized, validly existing under the Issuer laws of Germany and has full all corporate power and corporate authority required to enter into execute, deliver and perform its obligations under this Security Agreement and to create the security interests constituted by this Security Agreement(“Guarantee”);
b. (b) The acquisition by the Issuer Lender of a majority of the share capital of the Company upon Conversion will not lead to any termination or acceleration of any outstanding financial indebtedness of the Company or any of the Existing Shareholders;
(c) The Company has taken not issued any warrants or any other instrument or right convertible into, or exchangeable or exercisable for any class or series of shares in the Company, other than that certain warrant issued to Hxxxxxx.
(d) There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any of the Existing Shareholders, threatened with respect to the Company or the Existing Shareholders.
(e) No insolvency or similar proceedings have been initiated with respect to the Company or any of the Existing Shareholders.
(f) Set forth in Annex 4 are listed all action required IP Rights and Technology (as such terms are defined in the Pledge of IP Rights and Assignment of Use Rights by and between the Company and Hxxxxxx dated as of 17 September 2018 (the “IP Pledge Agreement”) owned or licensed to the Company. The representations and warranties as contained in the Section 12 of the IP Pledge Agreement are hereby repeated for the benefit of the Lender as if given to it as of the date hereof and the date of Conversion.
11.2 The Guarantee shall under no circumstances be considered as an agreement on the legal and factual nature (Beschaffenheitsvereinbarungen) as defined in section 434 paragraph 1 of the German Civil Code or as a guarantee for certain features of goods sold (Garantie für die Beschaffenheit der Sache) as defined in section 443 para. 1 and section 444 of the German Civil Code. Subject to mandatory law, in particular section 123 and section 276 of the German Civil Code (BGB) and except as otherwise expressly provided in this Agreement the Guarantees as set out in this Sec. 9 are exhaustive and no further representations and warranties are deemed to be taken, fulfilled and done (including given by the obtaining of any necessary consents) in order:Guarantors.
i. to authorise 11.3 If the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed Guarantee turns out to be assumed not true or accurate, then the Lender shall have the right to raise a claim for the breach of such Guarantee against the respective Guarantor. Within two (2) weeks following such claim having been made in writing towards the respective Guarantor, the respective Guarantor shall put the Lender in such a position as they would have been in, had the respective Guarantee been true and accurate in every respect (restitution in kind; Nat-uralrestitution). In the event of a breach of the Guarantees and if the respective Guarantor is unable to achieve the remediation pursuant to the preceding sentence, each of the Guarantors shall be liable to the Lender for any of the losses, costs or expenses incurred by it the Lender or the Borrower) resulting from a breach of the Guarantees, Sec. 249 et seq. BGB shall apply accordingly. The aggregate liability of the Guarantors shall be limited to an amount equal to the Convertible Loan and accrued interests thereunder.
11.4 Notwithstanding anything to the contrary herein, nothing in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) shall have the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of limiting any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any liability of the Collateral, and the Collateral is free respective Guarantor arising from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer misconduct (Vorsatz) or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral fraudulent misrepresentation (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateralarglistige Täuschung).
Appears in 1 contract
Samples: Convertible Loan Agreement (Wisekey International Holding S.A.)
Representation and Warranties. Without prejudice Holdings represents and warrants that Schedule 1 contains a complete and correct list of all the trademark registrations and trademark applications, copyright registrations and copyright applications and patents and patent applications, respectively, if any, (I) owned by the Holdings or limitation (ii) licensed to or by Holdings. Holdings additionally represents and warrants to the best of its knowledge that except as set forth in SCHEDULE 1, there is no currently pending patent application on which any representationsagent or employee of Holdings is listed as an inventor. Except as set forth in SCHEDULE 1, warranties Holdings owns free and covenants clear of all liens all right, title and interest in, or has full right and authority to use, all Collateral necessary or desirable for the conduct of their businesses as currently conducted, as previously conducted or as currently proposed to be conducted. Except as set forth in SCHEDULE 1, no claim by any other person or entity ("PERSON") contesting the validity or ownership of any Collateral has been made, is currently outstanding or is threatened and neither Holdings nor any executive thereof has received any notice of, or is aware of any fact which would indicate a likelihood of, any infringement or misappropriation upon, or conflict with, any other Person's intellectual property. Except as set forth in the SCHEDULE 1, none of the Issuer in Collateral infringes or misappropriates upon, or conflicts with, any intellectual property of any Person, and no infringement, misappropriation or conflict will occur as a result of the Trust Deed, continued operation of the Issuer represents, warrants and covenants businesses as now conducted as currently proposed to the Trustee that:
a. the Issuer has full power to enter into this Security Agreement and to create the security interests constituted be conducted. The transactions contemplated by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled Agreement will have no adverse effect on any of Holdings's rights in and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral. Holdings further agrees that it will at its expense, has not made at the Lender's request, defend the Lender's and Holdings's respective interests in the Collateral from any prior sale, pledge, encumbrance, assignment or other disposition and all claims and demands of any other person and that it will not grant, create or permit to exist any lien upon or security interest in the Collateral in favor of any other person except liens permitted by the Loan Agreement; provided, however, that prior to the occurrence of an Event of Default and until the expiration of any applicable grace or cure period, nothing contained in this Agreement shall affect Holdings's right to grant non-exclusive licenses to third parties to use any portion of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateral.
Appears in 1 contract
Samples: Intellectual Property Security Agreement (I/Omagic Corp)
Representation and Warranties. Without prejudice or limitation The Borrower represents and warrants to any representationsthe Administrative Agent and the Lenders that, warranties and covenants as of the Issuer Tranche B-2 Incremental Effective Date:
(a) The Borrower has (x) the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of this Amendment, (y) taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment and (z) duly executed and delivered this Amendment and (b) this Amendment constitutes the legal, valid and binding obligation of the Borrower enforceable in the Trust Deedaccordance with its terms, the Issuer represents, warrants and covenants subject to the Trustee that:
a. the Issuer has full power to enter into this Security Agreement and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect effects of bankruptcy, examinershipinsolvency, insolvency or fraudulent conveyance, reorganization and other similar laws relating to or affecting generally the enforcement of creditors’ rights, as such laws would apply in the event rights generally and general principles of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles equity (whether enforceability of such principles is considered in a proceeding at law in equity or in equitylaw);.
c. (ii) None of the Issuer has goodexecution, marketable delivery or performance by the Borroweer of this Amendment or the compliance with the terms and indefeasible title provisions hereof will (a) contravene any Requirement of Law except to the Collateralextent such contravention would not reasonably be expected to result in a Material Adverse Effect, has not made (b) result in any prior sale, pledge, encumbrance, assignment breach or other disposition violation of any of the Collateralterms, and covenants, conditions or provisions of, or constitute a default under, or result in the Collateral is free from all encumbrances and rights creation or imposition of setoff of (or the obligation to create or impose) any kind except the lien in favor Lien upon any of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor property or assets of the Margin Borrower or any of the Subsidiaries (other than Liens created under the Loan Provider Documents and Liens permitted under Section 6.10 of the Term Loan Agreement) pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose terms of any assets that form part indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other instrument to which the Borrower or any of the Collateral Subsidiaries is a party or by which it or any other part of the Collateral in respect of the Relevant Series its property or any right or interest therein or thereto or create or allow to exist any lienassets is bound, security interest or other encumbrance over such Collateral (except to the extent it relates such breach, default or Lien would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or (c) violate any provision of the certificate of incorporation, by-laws or other organizational documents of the Borrower or any of its Subsidiaries.
(iii) Before and after giving effect to this Amendment, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct in all material respects on and as of the Tranche B-2 Incremental Effective Date, as though made on and as of such date; provided that, to the Issuerextent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period.
(iv) except in accordance with At the Conditions time of the Relevant Series and the Programme Documents;
e. without prejudice after giving effect to any specific requirements in the Trust Deed for the delivery this Amendment, no Default or Event of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information Default has occurred and other documentation which it may request in relation to the Collateralis continuing.
Appears in 1 contract
Representation and Warranties. Without prejudice or limitation The Subcontractor represents and warrants that: it is validly incorporated, organised and subsisting in accordance with the Law of its place of incorporation; it has full capacity and authority to any representationsenter into and perform this Agreement; this Agreement is executed by its duly authorised representative; it has all necessary consents and regulatory approvals, warranties and covenants of the Issuer including in the Trust Deedcountry of performance, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power to enter into this Security Agreement; there are no actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it or any of its Affiliates that might affect its ability to perform its obligations under this Agreement; its execution, delivery and performance of its obligations under this Agreement and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining will not constitute a breach of any necessary consents) Law or obligation applicable to it and will not cause or result in order:
i. to authorise the entry into, performance and delivery of a default under any agreement by which it is bound; its obligations under this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are constitute its legal, validvalid and binding obligations, binding enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar Laws affecting creditors’ rights generally and enforceable subjectsubject , as to enforcementenforceability, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles of general application (regardless of whether enforceability of such principles enforcement is considered sought in a proceeding at law in equity or in equitylaw);
c. the Issuer has good; it is not subject to any contractual obligation, marketable compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement; and indefeasible title no proceedings or other steps have been taken and not discharged (nor, to the Collateralbest of its knowledge, has not made any prior saleare threatened) for the winding up of the Subcontractor or for its dissolution or for the appointment of a receiver, pledgeadministrative receiver, encumbranceliquidator, assignment manager, administrator or other disposition of similar officer in relation to any of the CollateralSubcontractor’s assets or revenue. If at any time the Subcontractor becomes aware that a representation or warranty given by it under this Clause 4 has been breached, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor untrue or misleading, it shall immediately notify Sightsavers of the Trustee created by this Security Agreement and the Trust Deed and any lien relevant occurrence in favor sufficient detail to enable Sightsavers to make an accurate assessment of the Margin Loan Provider pursuant to situation. The Subcontractor undertakes to: provide the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any Services and perform all other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except obligations under this Agreement in accordance with the Conditions DFID Supply Partner Code of Conduct; immediately upon signing this Agreement, provide to Sightsavers: (i) a signed copy of the Relevant Series Partner Compliance Declaration; and (ii) the Compliance Declaration Supporting Documents; comply with all reasonable requirements of DFID and/or Sightsavers provided that any requirements which involve a change in the nature or specification of the Services which has a material impact on the cost of providing the Services shall require the consent of the Subcontractor (such consent not to be unreasonably withheld or delayed); provide the Services in accordance with Good Industry Practice; provide the Services in compliance with all Regulations and in a manner, which enables DFID and/or Sightsavers to comply with all Regulations; operate in accordance with the highest standards and not to do anything that could bring Sightsavers, its name, or reputation, or the Intellectual Property Rights into disrepute; and respond promptly to all correspondence from Sightsavers and deal promptly with all requests from Sightsavers. Time for performance of the Services shall be of the essence. The Subcontractor shall promptly notify Sightsavers as soon as it becomes aware of any event or circumstance which has or may have a material adverse impact upon the Subcontractor’s performance of the Services or compliance with its obligations under this Agreement. The Subcontractor shall promptly provide all information and co-operation reasonably required by Sightsavers in relation to such event or circumstance. The Subcontractor shall not obtain, receive or otherwise procure or attempt to obtain, receive or otherwise procure any Payment, commission or other financial benefit from any third party in connection with the Services or otherwise. The Subcontractor and the Programme Documents;
e. without prejudice Subcontractor Personnel shall notify Sightsavers immediately of any actual or potential conflict of interest in relation to any specific requirements of their obligations in relation to this Agreement or the Trust Deed for DFID Contract together with recommendations as to how the delivery of documentsconflict can be avoided. In performing its obligations under the Agreement, the Issuer will promptly deliver to the Trustee Sub-Contractor shall: comply with all documents relating to the Collateral which the Trusteeapplicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request time in relation force including but not limited to the CollateralModern Slavery Xxx 0000; not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; include in contracts with Third-Party sub-contractors and suppliers’ provisions which are at least as onerous as those set out in this Clause 5; notify Sightsavers as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Agreement; maintain a complete set of records to trace the supply chain of all services provided to Sightsavers in connection with the Agreement; and permit Sightsavers and its third-party representatives to inspect the Sub-Contractor’s premises, records, and to meet the Sub-Contractor Personnel to audit the Sub-Contractor’s compliance with its obligations under this Clause 5. The Sub-Contractor represents and warrants that it has not been convicted of any offence involving slavery and human trafficking; nor has it been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking. Sightsavers may terminate the Agreement with immediate effect by giving written notice to the Sub-Contractor if the Sub-Contractor commits a breach of this Clause 5.
Appears in 1 contract
Samples: Subcontractor Services Agreement
Representation and Warranties. Without prejudice or limitation (a) Each Holder, as to any representationsitself, warranties hereby represents and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee Lender that:
a. (i) This Agreement has been duly executed and delivered by such Holder and constitutes the Issuer has full power to enter into this Security Agreement valid and to create the security interests constituted by this Security Agreementbinding obligation of such Holder, enforceable against such Holder in accordance with its terms;
b. (ii) Neither the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance execution and delivery of this Security AgreementAgreement nor compliance with its terms will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien upon any property or assets of such Holder pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness, agreement or other instrument to which such Holder may be party or by which such Holder or any of such Holder’s properties or assets may be bound, or violate any provision of law or any applicable order, writ, injunction, judgment or decree of any court, or any order or other public regulation of any governmental commission, bureau or administrative agency; and
(iii) Such Holder owns, of record and beneficially, the number of Preferred Shares listed opposite such Holder’s name on Exhibit A, free and clear of any liens, charges or encumbrances.
(b) Borrower hereby represents and warrants to the Lender that:
(i) This Agreement has been duly executed and delivered by Borrower and constitutes the valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms;
(ii. ) Neither the execution and delivery of this Agreement nor compliance with its terms will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien upon any property or assets of Borrower pursuant to ensure that the obligations expressed terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness, agreement or other instrument to which Borrower may be assumed party or by it in this Security Agreement are legalwhich Borrower or any of Borrower’s properties or assets may be bound, validor violate any provision of law or any applicable order, binding writ, injunction, judgment or decree of any court, or any order or other public regulation of any governmental commission, bureau or administrative agency; and
(iii) As of the date hereof, the authorized capital stock of the Company consists of (i) 25,000,000 shares of common stock and enforceable subject(ii) 5,000,000 shares of preferred stock of which, as of the date hereof, 2,500,000 Preferred Shares are issued and outstanding. As of the date hereof, no shares of the Company’s Series A Preferred Stock, par value $0.001 per share, or Series B Preferred Stock, par value $0.001 per share, are outstanding. All shares of the Company’s Series C Preferred Stock, par value $4.00 per share, that were ever issued have been validly cancelled. As of the date hereof, the Holders own all of the outstanding Preferred Shares.
(c) The Borrower hereby represents and warrants to enforcementthe Holders that:
(i) This Agreement has been duly executed and delivered by Borrower and constitutes the valid and binding obligation of Borrower, to enforceable against Borrower in accordance with its terms;
(1ii) Neither the effect execution and delivery of bankruptcythis Agreement nor compliance with its terms will result in any breach of the terms, examinershipconditions or provisions of, insolvency or similar laws affecting generally the enforcement of creditors’ rightsconflict with or constitute a default under, as such laws would apply or result in the event creation of any bankruptcy, examinership, receivership, insolvency lien upon any property or similar event applicable assets of Borrower pursuant to the Issuer; and (2) general equitable principles (whether enforceability terms of such principles is considered in a proceeding at any indenture, mortgage, deed of trust, note, evidence of indebtedness, agreement or other instrument to which Borrower may be party or by which Borrower or any of Borrower’s properties or assets may be bound, or violate any provision of law or in equity);
c. the Issuer has goodany applicable order, marketable and indefeasible title to the Collateralwrit, has not made injunction, judgment or decree of any prior salecourt, pledge, encumbrance, assignment or any order or other disposition public regulation of any governmental commission, bureau or administrative agency; and
(iii) The Borrower is in compliance with the terms and conditions of the Certificate of Designation, the Securities Purchase Agreement (as defined in the Certificate of Designation), the Registration Rights Agreement (as defined in the Certificate of Designation), and all documents and agreements executed in connection with any of the Collateralforegoing, all of which are in full force and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein providedeffect, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except enforceable against Borrower in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateraltheir respective terms.
Appears in 1 contract
Samples: Standstill Agreement ('Mktg, Inc.')
Representation and Warranties. Without prejudice or limitation to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer a) The Borrower represents, and warrants and covenants to the Trustee that:
a. (i) each Obligor has the Issuer has full competence and power to enter into this Security Agreement execute the Financing Documents and has taken the necessary approvals in relation to create the security interests constituted by this Security Agreementexecution of the Financing Documents (to which the relevant Obligor is a party), which approvals will remain valid and subsisting till the Final Settlement Date;
b. (ii) all the Issuer information provided by an Obligor in relation to the Facility, whether or not relevant for ascertaining the credit worthiness of the Borrower, is true and correct and not misleading in any manner;
(iii) each Obligor is capable of and entitled under all Applicable Laws to execute and perform the Financing Documents and the transactions thereunder;
(iv) each Obligor has taken all action required the necessary approvals in relation to be takenthe execution of the Financing Documents, fulfilled which approvals will remain valid and done subsisting during the tenure of the Facility;
(including v) the relevant Security Provider has and shall maintain absolute, clear and marketable title over the Secured Assets, has exercised due care and caution (including, where necessary, obtaining of advise of tax and, or, legal and, or, accounting and, or, financial and, or, other professionals) and that the Secured Assets are absolutely unencumbered and free from any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreementliability whatsoever;
ii. to ensure that the obligations expressed to be assumed (vi) there are no actions, suits, proceedings or investigations pending or threatened by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency against an Obligor or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding Secured Assets at law or in equity)equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may constitute individually or in the aggregate or may result in a Material Adverse Effect;
c. (vii) no event, circumstance or situation has occurred, which might affect the Issuer Security Provider or the Lender's right towards the Securities or hinder the enforcement of the Securities;
(viii) no Material Adverse Effect or Event of Default has good, marketable and indefeasible title to occurred;
(ix) the Collateral, has Securities are not made any prior sale, pledge, encumbrance, assignment included in or other disposition of affected by any of the Collateralschemes of Central / State Government or of the improvement trust or any other public body or local authority or by any alignment, widening or construction of road under any scheme of the Central and, or, State Government or of any Corporation, Municipal Committee, Gram Panchayat etc.;
(x) each Obligor has paid and shall pay when due, all public demands such as taxes, taxes and all the Collateral other revenues payable to the Government of India or to the Government of any State or to any local authority and that at present there are no arrears of such taxes and revenues due and outstanding;
(xi) each Security Provider has good and marketable title to its respective Secured Assets and each Secured Asset is free and clear from all encumbrances and rights of setoff of any kind except (other than the lien security created / to be created in favor favour of the Trustee created by this Security Agreement and the Trust Deed Lender) and any lien in favor of the Margin Loan Provider pursuant claims and demands and is not subject to the Margin Account Agreement;
d. except as herein providedany lis pendens, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral attachment or any other part pending litigation or any process issued by any court or governmental authority and is not affected by any notice of acquisition or requisition;
(xii) the availing of the Collateral in respect Facility and performance of the Relevant Series obligations by an Obligor under this Terms and or any right other Financing Documents shall constitute, private and commercial acts done and performed by such Obligor;
(xiii) an Obligor is not and shall not be entitled to and shall not claim immunity for itself or interest therein or thereto or create or allow to exist any lienits assets and properties from suit, security interest execution, attachment or other encumbrance over such Collateral legal process in any proceedings in relation to this Terms and other Financing Documents;
(to xiv) neither an Obligor nor none of its directors, partners, members, as the extent it relates to the Issuercase may be have not been declared a wilful defaulter/s under any applicable law and or by any relevant authority;
(xv) except each Obligor which is a natural Person, is not a minor, is solvent in accordance with the Conditions Applicable Laws, is of the Relevant Series sound mind and the Programme Documents;
e. without prejudice fulfils all conditions for capacity to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requirescontract under Applicable Laws; and
f. (xvi) the Issuer Securities created will be legal, valid and enforceable, and, in each case, are prior and superior in right to any other Person.
b) Each of the representations and warranties given by the Borrower are deemed material.
c) Further, the Borrower confirms that the representations and warranties contained herein shall promptly provide be deemed to be repeated by the Trustee Borrower on and as of each day from the date of this Terms until the Final Settlement Date, as if made with all information and other documentation which it may request in relation reference to the Collateralfacts and circumstances existing on xxxxxxx.
Appears in 1 contract
Samples: General Terms and Conditions
Representation and Warranties. Without prejudice or limitation to any representations, warranties To induce Collateral Agent and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power Lenders to enter into this Security Agreement Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:
5.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;
5.2 Borrower has the power and due authority to execute and deliver this Amendment and to create perform its obligations under the security interests constituted Loan Agreement, as amended by this Security AgreementAmendment;
b. 5.3 The organizational documents of Borrower delivered to Collateral Agent on the Issuer has taken all action required Effective Date, and updated pursuant to subsequent deliveries by or on behalf of the Borrower to the Collateral Agent, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be takenin full force and effect;
5.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, fulfilled and done as amended by this Amendment, do not contravene (including the obtaining i) any material law or regulation binding on or affecting Borrower, (ii) any material contractual restriction with a Person binding on Borrower, (iii) any material order, judgment or decree of any necessary consentscourt or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) in order:the organizational documents of Borrower;
i. to authorise the entry into, performance 5.5 The execution and delivery by Borrower of this Security Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made;
ii. to ensure that 5.6 This Amendment has been duly executed and delivered by Borrower and is the obligations expressed to binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be assumed limited by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinershipinsolvency, insolvency reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateral.
Appears in 1 contract
Samples: Loan and Security Agreement (Xeris Pharmaceuticals Inc)
Representation and Warranties. Without prejudice or limitation to any representations, warranties The Chargor hereby represents and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee Chargees that:
a. (a) the Issuer Chargor is the legal and beneficial owner of all of the Charged Property, free from any Security Interest (other than that created by this Charge, the Subscription Agreement or any Other Transaction Documents);
(b) the Chargor has full power, authority and legal capacity to be the legal and beneficial owner of the Charged Property;
(c) the Chargor has full power and authority: (i) to enter into execute and deliver this Security Agreement Charge and (ii) to create comply with the security interests constituted by provisions of, and perform all its obligations under, this Security AgreementCharge;
b. (d) this Charge constitutes the Issuer has taken Chargor’s legal, valid and binding obligations enforceable against the Chargor in accordance with its terms except as such enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors’ rights generally;
(e) the entry into and performance by the Chargor of this Charge does not violate (i) any applicable Law or (ii) any agreement, contract or other undertaking to which any of the Chargor is a party or which is binding upon the Chargor or any of his assets;
(f) all action consents, licences, approvals and authorisations required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise connection with the entry into, performance performance, validity and delivery enforceability of this Security AgreementCharge, including any required spousal or other personal consents have been obtained and are in full force and effect;
ii. (g) no litigation (excluding threatened litigation), arbitration or administrative proceedings of or before any court, arbitral body or agency has been initiated or threatened, or is pending, against the Chargor or his assets which could reasonably be expected to ensure that have an adverse effect on the validity, enforceability or priority of this Charge or the ability of the Chargor to perform any of his obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to hereunder;
(1h) the effect particulars of bankruptcythe Original Shares set forth on Schedule 2 are accurate in all respects, examinership, insolvency or similar laws affecting generally and all of the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; Original Shares have been validly issued and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity)are fully paid up;
c. (i) the Issuer has good, marketable and indefeasible title to the Collateral, Chargor has not made any prior salesold, pledgetransferred, encumbranceor otherwise disposed of, assignment or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant agreed to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer transfer, or otherwise dispose of, the benefit of all or any assets that form of his rights, title and interest in the Charged Property or any part of thereof; and
(j) in any proceedings taken in Hong Kong, the Collateral British Virgin Islands or any other part of jurisdiction, the Collateral in respect of Chargor will not be able to claim for the Relevant Series Chargor or any right or interest therein or thereto or create or allow to exist any lienof his assets immunity from suit, security interest execution, attachment or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collaterallegal process.
Appears in 1 contract
Samples: Exchangeable Notes Subscription Agreement (Yucheng Technologies LTD)
Representation and Warranties. Without prejudice or limitation to any representations, The Merger Agreement contains various customary representations and warranties and covenants of the Issuer in the Trust Deedparties thereto, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power to enter into this Security Agreement and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining following representations by the Company: organization and qualification of any necessary consents) in order:
i. to authorise the entry intocompany and its significant subsidiaries, performance capital structure, power and delivery of this Security Agreement;
ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legalauthorities, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any recommendations of the CollateralBoard of Directors, anti-takeover provisions, consents and approvals, no violations, supplied information and brokers and finders, and the Collateral is free from all encumbrances following representation and rights warranties of setoff Parent and Purchaser: organization, authority, consents and approvals, no violations, supplied information, interim operations of any kind except the lien in favor of the Trustee created by this Security Agreement Purchaser, capitalization, solvency, and brokers and finders. The Parent and the Trust Deed Purchaser also represent and any lien warrant that the Company has received written assurances from Donaxxxxx, Xxfkxx & Xenrxxxx, xxted September 13, 1999 relating to such firm's confidence that financing for the Offer, the Merger and related transactions as described in favor the Merger Agreement (the "Debt Financing") could be arranged, and that the Continuing Stockholder has issued the Equity Commitment, true and complete copies of the Margin Loan Provider pursuant which have been provided to the Margin Account Agreement;
d. except as herein providedSpecial Committee and the Board of Directors. Funds from the Debt Financing, together with Company cash and cash equivalents would be sufficient to fund: (i) the Issuer will not hereafter without Offer; (ii) the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow Merger Consideration for all Shares subject to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except conversion in accordance with the Conditions Merger Agreement; (iii) the other transactions contemplated by the Merger Agreement (including, without limitation, the cancellation of all outstanding warrants, options and other rights to acquire Company securities for their spread value, and the loans described in "Special Factors -- Interests of Certain Persons"; (iv) all fees and expenses of the Relevant Series Company, Parent and Purchaser incurred in connection with the Programme Documents;
e. transactions contemplated by the Merger Agreement; and (v) the working capital needs of the Company following the Merger, including, without prejudice limitation, if applicable, letters of credit (collectively, the funds required for the matters specified in clauses (i)-(v) are referred to as the "Uses of Funds"). None of the representations and warranties of the Company, Parent or Purchaser will survive the Effective Time. Pursuant to the Equity Commitment, the Continuing Stockholder has agreed not to tender in response to the Offer any specific requirements of the Shares of the Company beneficially owned by the Continuing Stockholder and to ensure none of the Shares beneficially owned by the Continuing Stockholder will be cancelled for cash in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the CollateralMerger.
Appears in 1 contract
Representation and Warranties. Without prejudice or limitation to any representations, warranties The Borrower hereby represents and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Trustee thatLender as follows:
a. the Issuer has full power to enter into this Security Agreement and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance The execution and delivery of this Security Agreement by the Borrower, and the performance by the Borrower of its obligations and agreements under this Agreement;, are within the corporate authority of the Borrower, have been duly authorized by all necessary corporate proceedings on behalf of the Borrower, and do not and will not contravene any provision of law, statute, rule or regulation to which the Borrower is subject or its Certificate of Incorporation or By-laws, or any provision or any amendment thereof or of any agreement or other instrument binding upon the Borrower.
ii. to ensure that b. This Agreement, and all other documents, instruments and agreements relating thereto, as same may be amended hereby, constitute the obligations expressed to be assumed by it in this Security Agreement are legal, validvalid and binding obligations of the Borrower, binding and enforceable subject, in accordance with their respective terms except as to enforcement, to (1) such may be limited by the effect application of bankruptcy, examinershipmoratorium, insolvency or similar reorganization and other laws affecting the rights of creditors generally or by general equitable principles.
c. The representations and warranties made by the enforcement of creditors’ rights, as such laws would apply Borrower in the event Loan Documents are true and correct in all material respects on and as of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; date of this Agreement as though made at and (2) general equitable principles (whether enforceability as of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind date (except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates that such representations and warranties expressly relate to an earlier date and except to the Issuer) except in accordance with extent that variations therefrom are permitted under the Conditions terms of the Relevant Series Loan Documents or have otherwise been approved in writing by the Lender). Except as previously disclosed to the Lender in writing, no material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower.
d. The Borrower has performed and complied in all material respects with all terms and conditions herein required to be performed or complied with by the Programme Borrower prior to or at the time hereof, and no Event of Default has occurred and is continuing under the Loan Documents;.
e. The Borrower has read and understands each of the terms and conditions of this Agreement and is entering into this Agreement freely and voluntarily, without prejudice to duress, after having had an opportunity for consultation with independent counsel of its own selection, and not in reliance upon any specific requirements representations, warranties, or agreements made by the Lender and not set forth in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the Collateralthis Agreement.
Appears in 1 contract
Representation and Warranties. Without a. Sublicensor represents, warrants to (in each case to the best of Sublicensor's knowledge and except as disclosed in the Asset Purchase Agreement and the Schedules thereto) and agrees with Sublicensee as follows:
i) That Sublicensor has the right to grant the rights herein granted, and that there are no liens, claims or encumbrances whatsoever adversely affecting or that would in any way prejudice or Sublicensor's grant of rights to Sublicensee herein;
ii) That neither the Licensed Formats nor any part thereof (including without limitation to any representationsits titles), warranties and covenants nor the exploitation of the Issuer rights granted herein, will defame or constitute unfair competition with any third party, violate any law or violate or infringe upon the trademark, trade name, copyright, right of privacy, right of publicity or any other right of any third party;
iii) That Sublicensor has acquired and will maintain all literary, dramatic, musical and other rights required for the full and quiet enjoyment of all of the rights granted herein, and that performance rights to all musical compositions contained in the Trust DeedProgram shall be (i) controlled by ASCAP, BMI, SESAC or their affiliates, (ii) in the Issuer public domain, or (iii) controlled by Sublicensor;
iv) That Sublicensor has not and will not make or purport to make any grant, license, assignment or other transfer inconsistent with or that would in any way prejudice Sublicensor's grant of rights to Sublicensee herein;
v) That Sublicensor has the right to enter into this agreement and to grant all rights herein granted and to perform fully all of Sublicensor's obligations hereunder;
vi) That Sublicensor has the right to assign its rights under the CBS Network License for "The Price Is Right" to Sublicensee; and
vii) That Sublicensor shall remain responsible for the payment and discharge in a timely manner of any obligations under any and all union, guild or residual agreements arising in connection with the production, distribution, licensing or other exploitation after the effective date hereof of the Library Episodes and New Episodes of the Program to the extent such obligations are not fully discharged by Producer (or any other producer of the New Episodes); it being understood that to the extent Sublicensor is ultimately unable to recoup such payments with respect to Library Episodes, Sublicensor shall be indemnified by the LLC with respect thereto.
b. Sublicensee represents, warrants and covenants to the Trustee thatagrees as follows:
a. i) That Sublicensee has the Issuer has full power right to enter into this Security Agreement and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken perform fully all action required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order:
i. to authorise the entry into, performance and delivery of this Security Agreement;
ii. to ensure that the Sublicensee's obligations expressed to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requireshereunder; and
f. ii) That the Issuer credits appearing on the New Episodes, as delivered, shall promptly provide the Trustee be correct and consistent with all information and other documentation which it may request in relation credit obligations to the Collateralthird parties.
Appears in 1 contract
Samples: Network License Agreement (All American Communications Inc)
Representation and Warranties. Without prejudice (a) As of the date of delivery of each Mortgage Loan to Buyer:
(i) Lender represents and warrants to Buyer that (A) Lender has not assigned, hypothecated, transferred, pledged, or limitation otherwise conveyed the Collateral to any representationsother party, warranties or recorded any assignment of mortgage or deed of trust relating to such Mortgage Loan, and covenants (B) during the period that Buyer holds the Collateral as bailee, unless and until the Collateral is returned by Buyer to Lender, Lender will not assign, hypothecate, transfer, pledge, or otherwise convey any of the Issuer Lender's right, title, or interest in the Trust Deed, the Issuer represents, warrants and covenants such Collateral; nor will Lender need or cause to the Trustee that:
a. the Issuer has full power be needed any assignment of mortgage or deed of trust relating to enter into this Security Agreement and to create the security interests constituted by this Security Agreementsuch Mortgage Loan;
b. (ii) Seller certifies to Buyer that the Issuer has taken all action required documents relating to be takeneach Mortgage Loan purchased have been delivered to Buyer by Seller or Seller's closing agent (except for any loan and security agreement 45 between Lender and Seller, fulfilled and done any unrecorded assignment of a mortgage or deed of trust); and
(including the obtaining of any necessary consentsiii) in order:
i. to authorise the entry into, performance Lender's execution and delivery of this Security Agreement;Bailee Agreement have been specifically approved by Lender. This Bailee Agreement constitutes the "written agreement" governing Lender's rights and obligations with respect to Buyer in connection with Lender's role as Seller's warehouse lender for the Mortgage Loans, and Lender shall continuously maintain all components of such "written agreement" as an official record of Lender or any successor thereof that Lender owns or controls.
(b) Immediately following payment of the Purchase Price for a particular Mortgage Loan as described in Section 4 hereinabove, Lender represents and warrants that (i) Lender has fully relinquished all right, title, and interest it may have in and to such Mortgage Loan; (ii. ) all notes, mortgages, and other original documents, instruments, and materials that have been delivered to ensure that the obligations expressed Buyer pursuant to be assumed by it in this Security Agreement are legal, valid, binding and enforceable subject, as subsection 6(a)(ii) above have been released to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the IssuerBuyer; and (2iii) general equitable principles (whether enforceability of any unrecorded assignments in Lender's possession relating to such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable Mortgage Loan are null and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateralvoid, and the Collateral is free from Lender covenants to and agrees with Buyer that Lender immediately will take any and all encumbrances action necessary to assign and rights of setoff of transfer any kind except the lien recorded interest in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin such Mortgage Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the CollateralBuyer.
Appears in 1 contract
Samples: Loan Agreement (Rsi Holdings Inc)
Representation and Warranties. Without prejudice or limitation Each Grantor represents and warrants as follows:
(A) Each Grantor has full power, authority and legal right to any representations, warranties and covenants pledge all of the Issuer in Collateral pledged pursuant to this Agreement.
(B) Each Grantor is, and at the Trust Deed, the Issuer represents, warrants and covenants to the Trustee that:
a. the Issuer has full power to enter into this Security Agreement and to create the security interests constituted by this Security Agreement;
b. the Issuer has taken all action time of delivery of any Collateral required to be taken, fulfilled and done (including delivered to the obtaining of any necessary consents) in order:
i. Lender pursuant to authorise the entry into, performance and delivery Sections 5 or 12 of this Security Agreement;Agreement will be, the legal and beneficial owner of the Collateral pledged by such Grantor hereunder.
ii. to ensure that (C) The chief place of business and chief executive office of each Grantor and the obligations expressed to be assumed by it office where each Grantor keeps its records concerning the Collateral described in this Security Section I(A) hereof is located at the address specified for such Grantor on Schedule 3(c) hereto and the address of each of the offices where each Grantor does business is set forth on Schedule 3(C) annexed hereto.
(D) All of the Pledged Securities have been duly authorized and validly issued and are fully paid and nonassessable.
(E) This Agreement are legal, valid, binding creates a valid and enforceable subject, as to enforcement, to (1) the effect of bankruptcy, examinership, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply perfected security interest in the event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to the Issuer; and (2) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
c. the Issuer has good, marketable and indefeasible title to the Collateral, has not made securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interests have been duly taken or waived by Lender.
(F) No consent of any prior saleother party (including, pledgewithout limitation, encumbrancestockholders or creditors of any Grantor or any Subsidiary of any Grantor) and no consent, assignment authorization, approval, or other action by, and no notice to or filing with any governmental authority or regulatory body is required either (x) for the pledge by Grantors of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Grantors or (y) for the exercise by the Lender of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement; except (a) as may be required in connection with such disposition by laws affecting the offering and sale of any securities generally, (b) UCC-1 filings with the Secretary of State of the State of California and the State of New York which filings have been made and (c) filings with the United States Copyright Office.
(G) The Pledged Securities consisting of the stock of the Subsidiaries of SEGI constitute one hundred percent (100%) of the issued and outstanding shares of stock of the respective issuers thereof.
(H) All information set forth herein relating to the Collateral is accurate and complete in all material respects.
(I) The pledge of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor if any, constituting Margin Stock pursuant to this agreement does not violate Regulation U of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement;
d. except as herein provided, the Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents;
e. without prejudice to any specific requirements in the Trust Deed for the delivery of documents, the Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and
f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the CollateralFederal Reserve Board.
Appears in 1 contract
Samples: Pledge and Security Agreement (Spelling Entertainment Group Inc)