Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR Clause in Contracts

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.

Appears in 2 contracts

Samples: Pledge Agreement (Sky Chefs Argentine Inc), Pledge Agreement (Sky Chefs Argentine Inc)

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REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. diaries or upon any The Pledgor represents and warrants that: (a) on the date of their respective assets and will not result in delivery to the creation or imposition of (Bank or the obligation to create or impose) Pledged Bonds Custodian of any lien or encumbrance on any Pledged Bonds, none of the Collateral of Authority, the Remarketing Agent, the Tender Agent, the Trustee nor any other person, firm or corporation (other than the Pledgor or the Bank or the Pledged Bonds Custodian) will have any right, title or interest in and to the Pledged Bonds; (b) it has, and on the date of delivery to the Bank or the Pledged Bonds Custodian of any Pledged Bonds will have, full power, authority and legal right to pledge all of its Subsidiaries except as contemplated by right, title and interest in and to the Pledged Bonds pursuant to 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 (viic) 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, Pledged Bonds and the proceeds thereof, are not subject to no other Lien any pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a Lien on security interest in the property or assets of the Pledgor which would include the SecuritiesPledged Bonds. The Pledgor covenants and agrees that it will defend the PledgeeBank's and the Pledged Bonds Custodian's right, title and security interest in and to the Securities Pledged Bonds and the proceeds thereof against the claims and demands of all persons whomsoever; at the Pledgor's sole cost 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 Creditorsexpense.

Appears in 1 contract

Samples: Pledge and Security Agreement (Piercing Pagoda Inc)

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REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. diaries or upon any The Pledgor represents and warrants that: (a) on the date of their respective assets and will not result in delivery to the creation or imposition of (Bank or the obligation to create or impose) Pledged Bonds Custodian of any lien or encumbrance on any Pledged Bonds, none of the Collateral of Remarketing Agent, the Tender Agent, the Trustee nor any other person, firm or corporation (other than the Pledgor or the Bank or the Pledged Bonds Custodian) will have any right, title or interest in and to the Pledged Bonds; (b) it has, and on the date of delivery to the Bank or the Pledged Bonds Custodian of any Pledged Bonds will have, full power, authority and legal right to pledge all of its Subsidiaries except as contemplated by right, title and interest in and to the Pledged Bonds pursuant to 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 (viic) 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, Pledged Bonds and the proceeds thereof, are not subject to no other Lien any pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a Lien on security interest in the property or assets of the Pledgor which would include the SecuritiesPledged Bonds. The Pledgor covenants and agrees that it will defend the PledgeeBank's and the Pledged Xxxxx Custodian's right, title and security interest in and to the Securities Pledged Bonds and the proceeds thereof against the claims and demands of all persons whomsoever; at the Pledgor's sole cost 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 Creditorsexpense.

Appears in 1 contract

Samples: Loan Agreement (Lannett Co Inc)

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