Representations and Warranties of the Pledgors. Except as set forth in the Pledgor Disclosure Schedules to the Securities Purchase Agreement or in the Exchange Act Filings with respect to those representations and warranties set forth below that have parallel representations and warranties set forth in the Securities Purchase Agreement which permit exceptions as set forth in the Assignor Disclosure Schedules and/or the Exchange Act Filings, each Pledgor represents and warrants to the Pledgee that: (a) the execution, delivery and performance by such Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to such Pledgor, which violation would have, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (b) this Agreement constitutes the legal, valid, and binding obligation of each Pledgor enforceable against such Pledgor in accordance with its terms, except: i. as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and ii. general principles of equity that restrict the availability of equitable or legal remedies. (c) all Pledged Stock owned by each Pledgor is set forth on Schedule A hereto and (ii) each Pledgor is the legal and beneficial owner of the Pledged Stock as set forth on Schedule A; (d) all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable; (e) no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral (other than Pledgee’s internal policies and procedures and in respect of the Trust Estate while held in the Trust), or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder other than in respect of the Trust Estate while held in the Trust; (f) there are no pending or, to each of Pledgor ‘s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which would have, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Collateral; (g) each Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to the Pledgee in accordance with the terms of this Agreement; (h) each Pledgor owns each item of the Collateral and, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, free and clear of any other security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”), other than: i. those resulting from taxes which have not yet become delinquent; ii. minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of ADSX or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Pledgee in such property; and iii. those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Pledgee therein; (i) there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties; (j) none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; and (k) the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in the Pledgee all rights of each Pledgor in the Collateral as contemplated by this Agreement. (l) (a) ADSX has delivered to the Trustee an irrevocable instruction in respect of the Trust Estate which such notice requires the Trustee, upon release of any of the Trust Estate (other than the Excluded Collateral) for any reason, to deliver such released Trust Estate (other than the Excluded Collateral) to Assignee and no other person and (b) the Trustee has acknowledged and accepted the irrevocable instruction referenced in clause (a) above.
Appears in 1 contract
Sources: Stock Pledge Agreement (Applied Digital Solutions Inc)
Representations and Warranties of the Pledgors. Except as set forth in the Pledgor Disclosure Schedules disclosure schedules to the Securities Purchase Agreement or in the Exchange Act Filings with respect to those representations and warranties set forth below that have parallel representations and warranties set forth in the Securities Purchase Agreement which permit exceptions as set forth in the Assignor Disclosure Schedules disclosure schedules and/or the Exchange Act Filings, each Pledgor represents and warrants to the Pledgee that:
(a) the execution, delivery and performance by such Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to such Pledgor, Pledgor which violation would have, has or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;
(b) this Agreement constitutes the legal, valid, and binding obligation of each Pledgor enforceable against such Pledgor in accordance with its terms, except:
i. (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and
(ii. ) as limited by general principles of equity that restrict the availability of equitable or legal remedies.;
(c) (i) all Pledged Stock owned by each Pledgor is set forth on Schedule A hereto and (ii) each Pledgor is the legal and beneficial owner of the Pledged Stock as set forth on Schedule A;
(d) all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessablenon-assessable;
(e) no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral (other than Pledgee’s internal policies and procedures and in respect of the Trust Estate while held in the Trust), or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder other than in respect of the Trust Estate while held in the Trusthereunder;
(f) there are no pending or, to each of Pledgor ‘s Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which would have, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Collateral;
(g) each Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to the Pledgee Pledgee, for the ratable benefit of the Creditor Parties, in accordance with the terms of this Agreement;
(hi) each Pledgor owns each item of the Collateral and, and the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, free and clear of any other security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”), other than:
i. those resulting from taxes which have not yet become delinquent;
ii. minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of ADSX or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Pledgee in such property; and
iii. those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Pledgee thereinthan Permitted Encumbrances;
(ih) there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived or consented to by the necessary parties;; and
(ji) none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; and
(k) the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in the Pledgee all rights of each Pledgor in the Collateral as contemplated by this Agreement.
(l) (a) ADSX has delivered to the Trustee an irrevocable instruction in respect of the Trust Estate which such notice requires the Trustee, upon release of any of the Trust Estate (other than the Excluded Collateral) for any reason, to deliver such released Trust Estate (other than the Excluded Collateral) to Assignee and no other person and (b) the Trustee has acknowledged and accepted the irrevocable instruction referenced in clause (a) above.
Appears in 1 contract
Sources: Stock Pledge Agreement (Applied Digital Solutions Inc)
Representations and Warranties of the Pledgors. Except as set forth in the Pledgor Disclosure Schedules to the Securities Purchase Agreement or in the Exchange Act Filings with respect to those representations The Pledgors jointly and warranties set forth below that have parallel representations severally represent and warranties set forth in the Securities Purchase Agreement which permit exceptions as set forth in the Assignor Disclosure Schedules and/or the Exchange Act Filings, each Pledgor represents and warrants warrant to the Pledgee that:
(a) the executionPledgors, delivery as applicable, own the Pledged Collateral and performance by such Pledgor of this Agreement have the right to grant the security interest provided for herein, and the pledge of the Pledged Collateral hereunder do is not and will not result in be subject to any violation Liens or right or option on the part of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance other Person to purchase or otherwise acquire the Pledged Collateral or any part thereof (other governmental rule or regulation applicable to such Pledgor, which violation would have, or could reasonably be expected to have, either individually or than the security interest established hereunder in favor of the aggregate, a Material Adverse EffectPledgee);
(b) to each Pledgor’s knowledge, no security agreement, financing statement or other public notice with respect to all or any part of the Pledged Collateral is on file or of record in any public office, except such as may have been filed in favor of the Pledgee pursuant to this Pledge Agreement;
(c) this Pledge Agreement has been duly executed by the Pledgors and constitutes the legalvalid and legally binding agreement of Pledgors, valid, and binding obligation of each Pledgor enforceable against such Pledgor in accordance with its terms, except:
i. except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors’ rights; and
rights generally, or (ii. general principles of equity that restrict ) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable or legal remedies.
(c) all Pledged Stock owned by each Pledgor is set forth on Schedule A hereto and (ii) each Pledgor is the legal and beneficial owner of the Pledged Stock as set forth on Schedule A;
(d) all the execution and delivery by the Pledgors of this Pledge Agreement and the fulfillment of and compliance with the terms hereof by the Pledgors do not and will not (i) conflict with or result in a breach of the shares of the Pledged Stock have been duly authorizedterms, validly issued and are fully paid and nonassessableconditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to any law, statute, rule or regulation to which a Pledgor is subject, or any agreement, instrument, order, judgment or decree to which a Pledgor is a party or by which a Pledgor is bound;
(e) no authorization, approval or consent is required to be obtained from, nor is any registration, declaration or approval of filing required to be made with, any person, corporation, governmental body, regulatory authority or regulatory body or any other entityperson in order to permit the Pledgors to execute, is deliver and perform his or will be necessary for (i) the execution, delivery and performance of its obligations under this Pledge Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral (other than Pledgee’s internal policies and procedures and in respect of the Trust Estate while held in the Trust), or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder other than in respect of the Trust Estate while held in the Trust;; and
(f) there are no pending or, the security interests granted pursuant to each of Pledgor ‘s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which would have, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Collateral;
(g) each Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to the Pledgee in accordance with the terms Section 1 of this Agreement;
(h) each Pledgor owns each item of the Collateral and, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, free and clear of any other Pledge Agreement will constitute valid perfected first priority security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”), other than:
i. those resulting from taxes which have not yet become delinquent;
ii. minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of ADSX or any of its Subsidiaries, so long as interests in each such case, such liens and encumbrances have no effect on the lien priority of the Pledgee in such property; and
iii. those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Pledgee therein;
(i) there are no restrictions on transfer all of the Pledged Stock contained Collateral in the certificate of incorporation or by-laws (or equivalent organizational documents) favor of the Issuer or otherwise which have not otherwise been enforceably and legally waived by Pledgee, as collateral security for the necessary parties;
(j) none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; and
(k) the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in the Pledgee all rights of each Pledgor in the Collateral as contemplated by this AgreementObligations.
(l) (a) ADSX has delivered to the Trustee an irrevocable instruction in respect of the Trust Estate which such notice requires the Trustee, upon release of any of the Trust Estate (other than the Excluded Collateral) for any reason, to deliver such released Trust Estate (other than the Excluded Collateral) to Assignee and no other person and (b) the Trustee has acknowledged and accepted the irrevocable instruction referenced in clause (a) above.
Appears in 1 contract
Sources: Pledge Agreement (Rocky Mountain Chocolate Factory, Inc.)
Representations and Warranties of the Pledgors. Except as set forth in the Pledgor Disclosure Schedules to the Securities Purchase Agreement or in the Exchange Act Filings with respect to those representations and warranties set forth below that have parallel representations and warranties set forth in the Securities Purchase Agreement which permit exceptions as set forth in the Assignor Disclosure Schedules and/or the Exchange Act Filings, each The Pledgor represents and warrants jointly and severally to the Pledgee Secured Parties that:
(a) The Pledgor is the executionrecord and beneficial owner of, delivery and performance by has good and marketable title to, the Pledged Shares and such Pledgor of this Agreement and the pledge of the Collateral hereunder do not interests are and will not result in any violation remain free and clear of any agreementall pledges, indentureliens, instrumentsecurity interests and other encumbrances and restrictions whatsoever, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to such Pledgor, which violation would have, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;except Liens created by this Agreement.
(b) The Pledgor
(i) has all requisite power and authority (A) to own her property and assets unless the absence of such would not result in a Material Adverse Effect and (B) to execute this Agreement constitutes and to pledge the Collateral to the Secured Parties; and (ii) has duly executed and delivered this Agreement.
(c) This Agreement is a legal, valid, valid and binding obligation of each the Pledgor enforceable against such the Pledgor in accordance with its terms, except:
i. except as limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium or reorganization and other similar laws of general application affecting the enforcement of creditors’ rights; and
ii. rights generally and by general equitable principles of equity that restrict the availability of equitable (whether enforcement is sought by proceedings at law or legal remediesin equity).
(cd) all Pledged Stock owned by each Pledgor is set forth on Schedule A hereto and (ii) each The Pledgor is the legal and beneficial owner of the Pledged Stock as set forth on Schedule A;
(d) Collateral pledged by it hereunder, free of any and all Liens in favor of any other Person, except the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable;Liens created by this Agreement.
(e) The Pledgor holds no consent options, warrants or other agreements with respect to the Pledged Shares and there are no outstanding options, warrants or other agreements with respect to the Pledged Shares other than as provided in the Transaction Documents.
(f) No consent, approval or authorization of or designation or filing with any personfederal, corporation, state or other governmental body, regulatory authority or other entity, regulatory body on the part of the Pledgor is or will be necessary for (i) required in connection with the execution, delivery and performance of this Agreement or the granting of Liens in the Collateral by the Pledgor, for the benefit of the Secured Parties, or for the exercise by the Secured Parties of the rights provided for in this Agreement.
(g) The execution, delivery and performance of this Agreement by the Pledgor will not violate any material provision of (i) any applicable law or regulation binding on the Pledgor, (ii) the exercise by the Pledgee any order, judgment, writ, award or decree of any rights with respect to court, arbitrator or governmental authority, domestic or foreign binding on the Collateral (other than Pledgee’s internal policies and procedures and in respect of the Trust Estate while held in the Trust)Pledgor, or (iii) the pledge and assignment oforganizational documents of the Company, (iv) any securities issued by the Company, or (v) any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or that purports to be binding upon the Pledgor or upon any of her assets, and will not result in the grant creation or imposition of a security interest in, the Collateral hereunder other than in respect any material Lien on any of the Trust Estate while held in the Trust;
(f) there are no pending or, to each of Pledgor ‘s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which would have, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Collateral;
(g) each Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to the Pledgee in accordance with the terms of this Agreement;
(h) each Pledgor owns each item assets of the Collateral and, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, free and clear of any other security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”), other than:
i. those resulting from taxes which have not yet become delinquent;
ii. minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of ADSX or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Pledgee in such property; and
iii. those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Pledgee therein;
(i) there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties;
(j) none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; and
(k) the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in the Pledgee all rights of each Pledgor in the Collateral except as contemplated by this Agreement.
(lh) (a) ADSX has delivered The pledge, assignment and delivery of the Collateral pursuant to this Agreement creates a valid Lien on the Collateral in favor of the Secured Parties, subject to no other Liens nor to any agreement purporting to grant to any third party any Liens in the property or assets of the Pledgor that would include the Collateral. The Pledgor covenants and agrees that she will defend all of the right, title and interest of the Secured Parties in and to the Trustee an irrevocable instruction in respect Collateral, for the benefit of the Trust Estate which such notice requires Secured Parties, against the Trustee, upon release claims and demands of any of the Trust Estate (other than the Excluded Collateral) for any reason, to deliver such released Trust Estate (other than the Excluded Collateral) to Assignee and no other person and (b) the Trustee has acknowledged and accepted the irrevocable instruction referenced in clause (a) aboveall Persons whomsoever.
Appears in 1 contract
Sources: Guarantee and Pledge Agreement (China Biologic Products, Inc.)
Representations and Warranties of the Pledgors. Except as set forth in To induce Bank to enter into this Collateral Assignment Agreement and the Loan Documents, the Pledgor Disclosure Schedules to makes the Securities Purchase Agreement or in the Exchange Act Filings with respect to those following representations and warranties set forth below that have parallel representations and warranties set forth in the Securities Purchase Agreement which permit exceptions as set forth in the Assignor Disclosure Schedules and/or the Exchange Act Filings, each Pledgor represents and warrants to the Pledgee thatBank:
(a) the execution, delivery and performance by such Pledgor of this Agreement and the The pledge of the Pledged Collateral hereunder do not pursuant to this Collateral Assignment will, when the Pledged Notes have been delivered to the possession of Bank, create a valid first lien and will not result first perfected security interest in any violation such Pledged Collateral without the need of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance additional filings or other governmental rule or regulation applicable to such Pledgor, which violation would have, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;obtaining any consents of whatsoever nature.
(b) The Pledgor is the legal, record and beneficial owner of and has good and marketable title to all of the Pledged Collateral.
(c) The Pledgor holds the Pledged Collateral free and clear of all liens, charges, encumbrances, security interests, options, voting trusts and restrictions of every kind and nature whatsoever except only the liens and security interests created by this Collateral Assignment Agreement.
(d) Each of the Pledged Notes has been duly executed and delivered and is the legal and binding obligation of the maker thereof.
(e) This Collateral Assignment Agreement has been duly executed and delivered by the Pledgor and constitutes the legal, valid, valid and binding obligation of each the Pledgor enforceable against such Pledgor it in accordance with its terms, except:
i. as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application affecting generally the enforcement of creditors’ ' rights; and
ii. general principles of equity that restrict the availability of equitable or legal remedies.
(cf) all Pledged Stock owned by each Pledgor is set forth on Schedule A hereto and (ii) each Pledgor is the legal and beneficial owner of the Pledged Stock as set forth on Schedule A;
(d) all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable;
(e) no No consent or approval of any person, corporation, governmental body, regulatory authority or securities exchange or other entity, Person or entity is or will required to be necessary for (i) obtained by the Pledgor in connection with the execution, delivery and performance of this Collateral Assignment Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral (other than Pledgee’s internal policies and procedures and in respect of the Trust Estate while held in the Trust), or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder other than in respect of the Trust Estate while held in the Trust;
(f) there are no pending or, to each of Pledgor ‘s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which would have, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Collateral;.
(g) each Pledgor has the requisite power The execution, delivery and authority to enter into this Agreement and to pledge and assign the Collateral to the Pledgee in accordance with the terms performance of this Collateral Assignment Agreement will not violate any provision of any applicable law or regulation or of any writ or decree of any court or governmental instrumentality or of any indenture, contract, agreement or other undertaking to which the Pledgor is a party or which purports to be binding upon any the Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of such Pledgor except as contemplated by this Collateral Assignment Agreement;.
(h) each Pledgor owns each item The obligations of the Collateral andmakers under the Pledged Notes are evidenced solely by, or reflected solely in, the Collateral shall be, immediately following Pledged Notes and the closing of the transactions contemplated by the Documents, free and clear of any other security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”), other than:
i. those resulting from taxes which have not yet become delinquent;
ii. minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of ADSX or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Pledgee in such property; and
iii. those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Pledgee therein;Securities Purchase Agreement.
(i) there are no restrictions on transfer True and complete copies of the Securities Purchase Agreement and the original of each of the Pledged Stock contained in Notes, and all amendments thereto, have been delivered to the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties;Bank.
(j) none of There is now due and owing on the Pledged Stock has been issued Notes, without offset or transferred in violation of the securities registration, securities disclosure or similar laws defense of any jurisdiction to which such issuance or transfer may be subject; andkind, the aggregate principal sum of $8,000,000, with interest thereon as provided in the Pledged Notes.
(k) the pledge and assignment Pledgor has not executed or permitted to occur any waiver, release, discharge, satisfaction, cancellation, sale, transfer or conveyance of the Collateral and the grant of a security interest under this Agreement vest in the Pledgee all rights of each Pledgor in the Collateral as contemplated by this AgreementPledged Notes (or any amounts due thereunder).
(l) (a) ADSX has delivered to the Trustee an irrevocable instruction in respect Neither Pledgor nor any of the Trust Estate which such notice requires makers of the Trustee, upon release Pledged Notes is in breach or default of any of the Trust Estate (other than Pledged Notes or the Excluded Collateral) for any reason, to deliver such released Trust Estate (other than the Excluded Collateral) to Assignee and no other person and (b) the Trustee has acknowledged and accepted the irrevocable instruction referenced in clause (a) aboveSecurities Purchase Agreement.
Appears in 1 contract