REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that:
(i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Securities purported to be owned by such Pledgor (including as shown on Annexes A, B and C hereto), subject to no Lien, except the Liens created by this Agreement or permitted under the Credit Agreement;
(ii) it has full power, authority and legal right to pledge all the Pledged Securities;
(iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes the legal, valid and binding obligation of such 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 such Pledgor or any of its Subsidiaries and any other partners or members of such Pledgor’s partnerships or limited liability companies) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing (except any filings required under the UCC) or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with the execution, delivery or performance of this Agreement, in each case except (w) those which have been obtained or made, (x) 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, (y) as may be required to be obtained or made in order to comply with the terms of or avoid defaults under any contract of the Company or a Subsidiary of the Company otherwise permitted under the Credit Agreement that imposes restrictions upon the sale of, or foreclosure of liens upon, any Securities of a Subsi...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) Each Individual Pledgor, severally, but not jointly, represents, warrants and covenants that:
(i) CREG is a corporation duly incorporated, validly existing and in goxx xtanding under the laws of the State of Florida and has the full legal power and authority to own the Collateral.
(ii) Each Individual Pledgor has all requisite capacity, power and authority, being under no legal restriction, limitation or disability, to own the Collateral.
(iii) Each Individual Pledgor has full power and authority to execute and deliver this Agreement and to perform its or his obligations hereunder. The execution, and delivery of this Agreement has been duly and validly authorized by the Board of Directors of CREG. No other corporate proceedings on the part of CREG are necessxxx to authorize the consummation of the transactionx xxntemplated hereby on behalf of CREG. This Agreement has been duly and validly executed and deliverxx xy each Individual Pledgor and constitutes the valid and legally binding obligation of each Individual Pledgor, enforceable against each Individual Pledgor in accordance with its terms and conditions. No consents, approvals, orders or authorizations of, or registration, declaration or filing with, any government or governmental agency is required by or with respect to any Individual Pledgor in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
(iv) Each Individual Pledgor is or, with respect to the Collateral described in clause (ii) of Section 1(a), not later than the time of each Individual Pledgor's acquisition thereof will be, the direct record and beneficial owner of each share of the Individual Pledgor's portion of the Collateral. Each Individual Pledgor has and will have good, valid and marketable title thereto, free and clear of all Encumbrances other than the security interest created by this Agreement.
(v) The Collateral is and will be duly and validly pledged to Secured Parties in accordance with law, and Secured Parties have a good, valid, and perfected first lien on and security interest in the Collateral and the proceeds thereof.
(vi) Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, by Pledgors, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any In...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) Each Pledgor represents, warrants and covenants that: (i) it is the legal, record and beneficial owner of, and has good title to, all Pledged Instruments purported to be owned by such Pledgor, subject to no Lien, except the Liens created by this Agreement; 6 77
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Pledgors represent and warrant that: (a) no person or persons other than Pledgors will have any right, title or interest in and to the Accounts; (b) each Pledgor will obtain a substantial benefit for its own purposes from the execution, delivery and performance of the Second Amendment; (c) each Pledgor has, full corporate power, authority and legal right to deliver and pledge all of its right, title and interest in and to the Accounts pursuant to this Pledge Agreement; and (d) neither Pledgor has previously pledged any right, title or interest of Pledgors in or to the Accounts, or the proceeds thereof, to any other person or entity. Pledgors covenant and agree that they will defend Bank’s right, title and security interest in and to the Collateral against the claims and demands of all persons whomsoever.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. The Pledgors hereby, jointly and severally, represent and warrant to, and covenant and agree with, the Agent, for the benefit of the Lenders, that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS the proceeds thereof against the claims and demands of all persons whomsoever, and such 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.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS of whether enforcement is sought in equity or at law); and (h) the pledge, assignment and delivery of the Securities pursuant to this Agreement creates a valid and perfected first priority Lien in such Securities, and the proceeds thereof (other than any cash proceeds thereof to the extent not required to be delivered to the Pledgee pursuant to the terms hereof), subject to no Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of such Pledgor which would include the Securities. Each Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all Persons whomsoever; and each 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.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. The Pledgors hereby, jointly and severally, represent and warrant to, and covenant and agree with, the Agent, for the benefit of the Purchasers, that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Pledgors represent and warrant as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Each Pledgor hereby represents and warrants to, and covenants and agrees with Pledgee as follows:
