REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, warrants and covenants that:
(a) The Pledgor has full corporate power and authority to execute and deliver and perform its obligations under this Agreement and this Agreement is the Pledgor's valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance and injunctive relief.
(b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreement) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Lender as of the date hereof, and covenants with the Lender, as follows:
(a) The Pledgor has good and marketable title to all of the Collateral, free and clear of any Security Interest, other than Permitted Liens. Schedule 1 lists all Equity Interests in Soufun and Security Entitlements in respect of Equity Interests in Soufun credited to the Account required to be pledged to the Lender pursuant to the Note Purchase Agreement on the date hereof. Solely based on representations from Soufun under the Soufun Subscription Agreement, all equity securities included in the Pledged Securities have been duly authorized and validly issued, and are fully paid and non-assessable. The Pledgor has not performed any acts that might prevent the Lender from enforcing any of the provisions of this Agreement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record any Security Interest on such Collateral except for the Security Interest granted under this Agreement and Permitted Liens. After the date of this Agreement, no Collateral will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than the Custodian. The Pledgor holds the Equity Interests in Soufun either directly as Certificated Securities or as Security Entitlements in the Account.
(b) The Account shall be a Securities Account. Subject to the execution of the Account Control Agreement by the parties thereto and so long as any Financial Asset underlying any Security Entitlement owned by the Pledgor is credited to the Account, (i) the Security Interest in such Security Entitlement will be perfected, subject to no prior Security Interest or rights of others (except Security Interest and rights of the Custodian and other Security Interests that are Permitted Liens), (ii) the Lender will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Financial Asset consisting of Equity Interests in Soufun or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Lender. Before any Financial Asset consisting of Equity Interests in Soufun shall be credited to the Account, the Pledgor, the Custodi...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: (a) the Pledgor is the legal record and beneficial owner of, and has good title to, the Pledged Interests and the Pledged Interests are subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the security interest created by this Agreement and the Existing Regions Security Documents; (b) the Pledged Interests constitute all of the outstanding membership interests of the Companies and have been duly and validly issued, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all the Pledged Interests pursuant to this Agreement; (d) this Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; (e) no consent of any other party (including, without limitation, creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority or any other Person or entity is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Agreement; and (f) this Agreement creates a valid security interest in the Pledged Collateral, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except the Existing Regions Security Documents.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, warrants and covenants that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Guarantor hereby represents and warrants to the Company and agrees as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR diaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the Collateral of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi) all the shares of Securities have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; and (vii) the pledge, assignment and delivery to the Pledgee of the Securities (other than uncertificated securities) pursuant to this Agreement creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Securities. The 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 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 Secured Creditors.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents, warrants and agrees that he is the legal, record and beneficiarl owner of, and has good and marketable title to, the Pledged Stock described in Section 1, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the lien and security interest created by this Agreement.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants that: (a) it is the legal, record and beneficial owner of, and has good and marketable title to, the Stock described in Section 2 hereof, subject to no Security Interest (except the Security Interest created by this Agreement); (b) it has full power, authority and legal right to pledge all such Stock pursuant to this Agreement; (c) all the shares of such Stock have been duly and validly issued, are fully paid and nonassessable; (d) this Agreement and the delivery of the certificates evidencing the Stock to the Security Trustee accompanied by stock powers duly executed in blank by the Pledgor creates, as security for the Secured Liabilities, a valid and enforceable perfected Security Interest on all of the Collateral, in favor of the Security Trustee for the benefit of the Security Trustee, and the other Finance Parties, subject to no Security Interest in favor of any other person; and (e) no consent, filing, recording or registration is required to perfect the Security Interest purported to be created by this Agreement. The Pledgor covenants and agrees that it will defend the Security Trustee's right, title and security in and to the Collateral against the claims and demands of all persons; and the Pledgor covenants and agrees that it will have like title to and right to pledge to the Security Trustee any other property at any time hereafter pledged to the Security Trustee as Collateral hereunder.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents, warrants and covenants that (i) the Stock held by the Pledgor consists of the number and type of shares of the stock of the Company as described in Annex A hereto, (ii) such Stock constitutes all of the issued and outstanding capital stock of the Company as is set forth in Annex A hereto, (iii) no other person or entity holds any Stock or options to purchase the Stock; (iv) it is the legal, record and beneficial owner of all Stock, subject to no Lien (except the Lien created by this Pledge Agreement); (v) it has full power, authority and legal right to pledge all the Pledged Stock pledged by it pursuant to this Pledge Agreement; (vi) this Pledge 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 generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (vii) except as have been obtained by the Pledgor as of the date hereof, no consent of any other party (including, without limitation, any stockholder, partner 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 Pledge Agreement, the validity or enforceability of this Pledge Agreement, the perfection or enforceability of the Pledgee's security interest in the Collateral or, except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or remedies provided herein; (viii) the execution, delivery and performance of this Pledge Agreement by the Pledgor will 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, applicable to the Pledgor, or of the certificate of incorporation or by-laws (or equivalent 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, lo...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor represents, warrants and covenants that (i) it is the legal, record and beneficial owner of all Pledged Stock pledged by it hereunder, free and clear of any and all adverse claims, except the liens and security interests created by this Agreement; (ii) (if an entity) it has the corporate power and authority to pledge all the Pledged Stock pledged by it pursuant to this Agreement, and this Agreement is its valid and binding obligation, enforceable against it in accordance with its terms; (iii) all the shares of the Pledged Stock have been duly and validly issued, are fully paid and non-assessable; (iv) the pledge, assignment and delivery of the Pledged Stock pursuant to this Agreement creates a valid and perfected first security interest in the Pledged 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 Pledged Stock; and (v) the Pledged Stock are not subject to any restriction upon transfer pursuant to federal or state securities laws.
(b) The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Pledged 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.
