REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. The Pledgor represents, warrants and covenants that (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Stock, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement;(ii) it has the requisite power, authority and legal right to pledge all the Pledged Stock;(iii) this Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv)no consent of any other party (including, without limitation, any stockholder or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Agreement, or in connection with the exercise of its rights and remedies pursuant to this Agreement, except those which have been obtained or made or as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder;(v) the execution, delivery and performance of this Agreement by the Pledgor does not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate of incorporation or by-laws (or analogous organizational documents) of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi)all the shares of Stock have been duly and validly issued, are fully paid and nonassessable and subject to no options to purchase or similar rights; and (vii) the pledge, assignment and delivery of the Pledged Stock, creates a valid and perfected first security interest in such Stock and the proceeds thereof, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party a lien or encumbrance on the property or assets of the Pledgor which would include the Stock. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Stock and the proceeds thereof against the claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditors.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. (a) The Pledgor represents, warrants and covenants that (i) it is the legal, record and beneficial owner of, and has good and marketable title to, all Pledged StockSecurities pledged by it hereunder, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement;(iiAgreement or otherwise provided by law, including but not limited to any pursuant to Section 521A.14 of the Iowa Code; (ii) it has the requisite full power, authority and legal right to pledge all the Pledged Stock;(iiiSecurities pledged by it pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable against it in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv)no iv) no consent of any other party (including, without limitation, any stockholder or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Agreement, or in connection with the exercise of its the Pledgee's rights and remedies pursuant to this Agreement, except those which have been obtained or made or as may be required in connection with the disposition of the Securities by laws affecting the offer offering and sale of securities generally in connection with and except for any consents or approvals of the exercise by the Pledgee of certain of its remedies hereunder;(vApplicable Insurance Regulatory Authority or other Applicable Laws; (v) the execution, delivery and performance of this Agreement by the Pledgor does not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate of incorporation or by-laws (or analogous organizational documents) of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, instrument or any other material agreement, contract or instrument undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi)all vi) all of the shares of Pledged Stock have been duly and validly issued, are fully paid and nonassessable nonassessable; (vii) each of the Pledged Notes is the legal, valid and subject binding obligation of the respective obligor, enforceable against such obligor in accordance with its terms, except to no options to purchase the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar rightslaws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); and (viiviii) the pledgepledge and assignment of the Securities pursuant to this Agreement, assignment and together with the delivery of the Pledged Stocksuch Securities pursuant to this Agreement (which delivery has been made), creates a valid and perfected first security interest in such Stock Securities and the proceeds thereofthereof (subject to the release of proceeds constituting dividends as provided in Section 6), subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party a lien or encumbrance on the property or assets of the Pledgor which would include the StockSecurities. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Stock Securities and the proceeds thereof against the claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditors.
(b) The Pledgor represents, warrants, and covenants that all filings, registrations and recordings necessary or appropriate to create, preserve and perfect the security interest granted by the Pledgor to the Pledgee hereby in respect of the Collateral have been accomplished and the security interest granted to the Pledgee pursuant to this Agreement in and to the Collateral creates a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests.
(c) The Pledgor represents, warrants, and covenants that as of the date hereof, there is no financing statement (or similar statement or instrument of registration under the law of any jurisdiction) covering or purporting to cover any interest of any kind in the Collateral, and so long as the Commitments have not been terminated or any Note remains unpaid or any of the Obligations remain unpaid or any Interest Rate Protection Agreement or Other Hedging Agreement remains in effect or any Obligations are owed with respect thereto, the Pledgor will not execute or authorize to be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, except financing statements filed or to be filed in respect of and covering the security interests granted hereby by the Pledgor.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Amerus Life Holdings Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. The Pledgor represents, represents and warrants and covenants that (ia) it the Pledged Shares have, to the best of Pledgor's knowledge, been validly and legally issued and are fully paid and nonassessable; (b) Pledgor is the legal, record and beneficial owner of, and has good and marketable title to, all the Pledged StockShares, subject to no pledgepledges, lienliens, mortgagecharges, hypothecationoptions, security interest, charge, option restrictions or other encumbrance whatsoever, except encumbrances known to Pledgor other than (1) the liens lien of this Pledge and security interests created (2) restrictions imposed by this Agreement;(iiapplicable securities laws; (c) it Pledgor has the requisite powercorporate power and authority to enter into this Pledge; (d) pursuant to this Pledge, authority and legal right to so long as Pledgee retains possession of the Collateral, the Pledgee has and at all times will have a valid, prior and perfected security interest in the Collateral in accordance with the terms hereof; (e) neither this Pledge, nor the pledge all of the Pledged Stock;(iiiShares hereunder, will violate any agreement or commitment to which Pledgor is a party or by which Pledgor or any of its property is bound or affected; and (f) this Agreement has been duly authorized, executed and delivered by Pledge is the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor Pledgor, enforceable in accordance with its terms, terms except as enforceability is subject to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other moratorium, fraudulent conveyance, insolvency and similar laws affecting creditors' rights generally and by equitable to general principles of equity (regardless of whether enforcement such enforceability is sought considered in equity or a proceeding at law); (iv)no consent of any other party (including, without limitation, any stockholder or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Agreement, law or in connection with the exercise of its rights and remedies pursuant to this Agreement, except those which have been obtained or made or as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder;(v) the execution, delivery and performance of this Agreement by the Pledgor does not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate of incorporation or by-laws (or analogous organizational documents) of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi)all the shares of Stock have been duly and validly issued, are fully paid and nonassessable and subject to no options to purchase or similar rights; and (vii) the pledge, assignment and delivery of the Pledged Stock, creates a valid and perfected first security interest in such Stock and the proceeds thereof, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party a lien or encumbrance on the property or assets of the Pledgor which would include the Stock. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Stock and the proceeds thereof against the claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditorsequity).
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. (a) The Pledgor represents, warrants and covenants that (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged StockCollateral, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement;(iiAgreement; (ii) it has the requisite power, authority and legal right to pledge all the Pledged Stock;(iiiCollateral; (iii) this Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv)no iv) no consent of any other party (including, without limitation, any stockholder or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Agreement, or in connection with the exercise of its rights and remedies pursuant to this Agreement, except those which have been obtained or made or as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder;(v) the execution, delivery and performance of this Agreement by the Pledgor does not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate of incorporation or by-laws (or analogous organizational documents) of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi)all the shares of Stock have been duly and validly issued, are fully paid and nonassessable and subject to no options to purchase or similar rights; and (vii) the pledge, assignment and delivery of the Pledged Stock, creates a valid and perfected first security interest in such Stock and the proceeds thereof, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party a lien or encumbrance on the property or assets of the Pledgor which would include the Stock. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Stock and the proceeds thereof against the claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditors.of
Appears in 1 contract
