Representations of Pledgor. Pledgor represents and warrants to Secured Party that:
(a) Pledgor is the record, and the beneficiaries of Pledgor are the beneficial owners, of, and Pledgor has good and marketable title to the Pledged Shares, free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the lien and security interest created by this Pledge Agreement;
(b) Pledgor has full power, authority and legal right to execute this Pledge Agreement and to pledge the Pledged Shares;
(c) This Pledge Agreement has been duly executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance with its terms;
(d) There are no outstanding options, warrants or agreements with respect to the Pledged Shares;
(e) Exhibit A sets forth a true and complete description of the Pledged Shares;
(f) No consent, approval or authorization of or designation or filing with any authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement; and
(g) The pledge, assignment and delivery of the Pledged Shares pursuant to this Pledge Agreement creates a valid lien on and a perfected security interest in such Pledged Shares and the proceeds thereof in favor of Secured Party, subject to no prior pledge, lien, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include such Pledged Shares. Pledgor covenants and agrees that he will defend Secured Party's right, title and security interest in and to such Pledged Shares and the proceeds thereof against the claims and demands of all persons whomsoever.
Representations of Pledgor. Pledgor hereby represents and warrants that it is the record and beneficial holder of the Pledged Shares free and clear of any liens affecting the title thereto, except for liens created by this Agreement. Pledgor hereby represents and warrants that it has the right to pledge the Pledged Shares.
Representations of Pledgor. The Pledgor represents and warrants that:
(a) It has, and has fully exercised, all requisite corporate power and authority to enter into this Agreement, to pledge the Pledged Stock for the purposes described in Section 2 (a), and to carry out the transactions contemplated by this Agreement;
(b) It is the legal and beneficial owner of all of the Pledged Stock which evidences all of the issued and outstanding capital stock of Xxxxx;
(c) All of the shares of the Pledged Stock are owned by the Pledgor free and clear of any pledge, mortgage, hypothecation, lien, charge, encumbrance, or security interest in such shares or the proceeds thereof except such as are granted hereunder;
(d) The execution and delivery of this Agreement, and the performance of its terms, will not violate or constitute a default under any agreement, indenture, or other instrument, license, judgment, decree, order, law, statute, ordinance, or other governmental rule or regulation applicable to the Pledgor or any of its property; and
(e) Upon delivery of the Pledged Stock to the Pledgees or their agent, this Agreement shall create a valid first priority lien upon, and perfected security interest in, the Pledged Stock and the proceeds thereof, subject to no prior security interest, lien, charge, encumbrance, or agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Stock.
Representations of Pledgor. The Pledgor represents and warrants to the Pledgee Agent that:
(a) the Pledgor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite power and authority to own, lease and operate its properties, to carry on its business as currently being conducted, to enter into this Amended and Restated Pledge Agreement and to perform its obligations hereunder and thereunder.
(b) the Pledgor has the corporate power and authority and the legal right to execute, deliver and perform this Amended and Restated Pledge Agreement and to grant the lien on the Pledged Shares contemplated hereby in favor of the Pledgee Agent, and all parties whose consent to the pledge made herein is required have given written consent to such pledge.
(c) The execution, delivery and performance of this Amended and Restated Pledge Agreement by the Pledgor and the granting of the lien on the Pledged Shares contemplated hereby have been duly authorized by all necessary corporate action and do not and will not (i) violate any applicable law, rule or regulation or any provision of the corporate charter or the by-laws of the Pledgor, (ii) conflict with, result in a breach of, or constitute a default under any provision of any indenture, mortgage or other material agreement or instrument to which the Pledgor is a party or by which it or its respective properties or assets is bound or subject or of any license, judgment, order or decree of any governmental authority having jurisdiction over the Pledgor or any of its activities, properties or assets or (iii) result in or require the creation or imposition of any lien, security interest, charge or other claims or encumbrances upon or with respect to any properties or assets now or hereafter owned by the Pledgor (other than the liens created hereunder).
(d) This Amended and Restated Pledge Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
(e) No consent or authorization of, filing with, or other act by or in respect of, any arbitrator or governmental authority and no consent of any other persons is required (i) ...
Representations of Pledgor. Pledgor represents and warrants as follows:
(a) The Stock Collateral constitutes 100% of the authorized voting stock of ASO and has been duly and validly issued, is fully paid and non-assessable, and is without restrictions (other than SEC Reg. 144 restrictions on the transfer of shares or on Pledgor’s right to pledge the shares as Stock Collateral);
(b) This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms;
(c) The making and performance of this Agreement by Pledgor (i) is not and will not be in violation of any law or any regulation promulgated pursuant to law, by any governmental agency or body; (ii) does not require the approval or consent of any governmental agency or body; (iii) will not conflict with, or result in a breach of, any term, condition or provision of, or constitute a default under, any instrument to which either Pledgor is a party or may be bound or affected, or constitute (with or without the giving of notice or the passage of time or both) a default under any such instrument, or result in the acceleration of any indebtedness, or result in the breach of any regulation, order, writ, injunction or decree of any court or any commission, board or other administrative agency entered in any proceeding to which either Pledgor is a party or by which it may be bound or affected; and (iv) does not require the approval of any other secured or unsecured creditor.
(d) Upon consummation of the pledge and assignment of the Stock Collateral to Lender pursuant to this Agreement, and delivery to the Lender or its agent of the share certificates representing the Stock Collateral or the execution by a transfer agent or securities depository to which the Stock Collateral has been delivered or which holds the Stock Collateral in uncertificated form for the account of Pledgor of an agreement in form and substance sufficient to perfect the Lender’s security interest, such pledge and assignment will create a valid lien on and a perfected, first priority security interest in the Stock Collateral. The form of agreement and acknowledgment of the Lender’s security interest attached hereto as Exhibit “A” shall be acceptable for such purposes.
(e) No Stock Collateral has been heretofore pledged to any person or entity and all Stock Collateral is free of all liens of any kind whatsoever.
Representations of Pledgor. PLEDGOR REPRESENTS AND WARRANTS THAT THE WAIVER OF TRIAL BY JURY CONTAINED HEREIN IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY PLEDGOR, AND PLEDGOR HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR AGREEMENTS HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THE WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. PLEDGOR FURTHER REPRESENTS THAT HE HAS BEEN REPRESENTED IN THE SIGNING OF THIS PLEDGE AND IN THE MAKING OF THE WAIVER OF TRIAL BY JURY AND BY INDEPENDENT LEGAL COUNSEL, SELECTED OF HIS OWN FREE WILL, AND THAT HE HAS HAD THE OPPORTUNITY TO DISCUSS THE WAIVER OF TRIAL BY JURY WITH SUCH COUNSEL.
Representations of Pledgor. The Pledgor warrants and represents that (i) there are no restrictions upon the transfer of any of the Pledged Securities, other than may appear on the face of the certificate(s) and except as arise under applicable federal and state securities laws and regulations, (ii) the Pledged Securities are not subject to any encumbrances or obligations, except as arise under applicable federal and state securities laws and regulations and as described or referred to herein, and (iii) the Pledgor has the right to transfer the Pledged Securities free of any encumbrance or obligation and without obtaining the consents of any other persons except as may be required under applicable federal and state securities laws and regulations.
Representations of Pledgor. Pledgor represents to Collateral Agent and the Participants as follows:
7.1.1 Pledgor is the legal and beneficial owner of the Pledged Collateral (or, in the case of after-acquired Pledged Collateral, at the time Pledgor acquires rights in the Pledged Collateral, will be the legal and beneficial owner thereof). No other Person has (or, in the case of after-acquired Pledged Collateral, at the time Pledgor acquires rights therein, will have) any right, title, claim or interest (by way of Lien, purchase option or otherwise) in, against or to the Pledged Collateral, except for rights created hereunder.
Representations of Pledgor. The Pledgor represents -------------------------- and warrants to the Lender that:
(a) No consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person is required (i) for the execution, delivery and performance of this Pledge Agreement by the Pledgor,
Representations of Pledgor. The Pledgor hereby represents and warrants to the Note Holders with respect to the Pledged Shares the following:
(A) The Pledged Shares were validly issued and fully paid and are nonassessable. The Pledged Shares are owned beneficially and of record by the Pledgor and are subject to no claims, liens, pledges, security interests, encumbrances, rights of first refusal, trusts, restrictions, adverse claims, preferential arrangements or restrictions of any kind, including, without limitation, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership, or any other rights of others of any kind or nature (each an “Encumbrance”). The delivery to the Agent of the stock certificate for the Pledged Shares, together with executed stock powers pursuant to the terms of Section 1 hereof vests good title to such Shares in the Note Holders, subject to no Encumbrances except any restrictions set forth in this Agreement.
(B) The exercise by the Note Holders of its rights under this Pledge Agreement shall not create any rights in others, nor be subject to any material restriction or exception.
