REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) Each Pledgor represents, warrants and covenants that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and warrants and covenants that (a) it is the legal, record and beneficial owner of, and has good title to, all the Initial Pledged Securities and, when acquired by such Pledgor, all Additional Pledged Securities, in each case, subject to no Lien (except the Lien created by this Agreement and Liens permitted under Section 8.1 of the Credit Agreement); (b) it has full corporate power, authority and legal right to pledge all the Pledged Securities; (c) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a 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 generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (d) except as set forth on Schedule 6.4 to the Credit Agreement, except for filings necessary to create or perfect security interests in the Collateral, and except as have been obtained or made on or prior to the Effective Date, no material order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority, is required to authorize, or is required in connection with, (i) the execution and delivery of this Agreement or the performance of the obligations hereunder, (ii) the validity or enforceability of this Agreement against such Pledgor, (iii) the perfection or enforceability of the Pledgee’s security interest in the Collateral or (iv) except for compliance with or as may be required by applicable securities laws and the applicable UCC, the exercise by the Pledgee of any of its rights or remedies provided herein; provided, however, that notwithstanding anything in this Agreement or in any other Loan Documents to the contrary, the Pledgee shall not, and no Pledgor shall be required to take any action in any jurisdiction outside of the United States or required by the laws of any jurisdiction outside the United States in order to perfect or enforce any security interests in the Collateral; (e) the execution and delivery by such Pledgor of this Agreement and the performance of such Pledgor’s obligations hereunder do not (i) contravene any provision of any Requirement of Law applicable to such Pledgor, (ii) conflict with or result in a...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) Each Pledgor represents, warrants and, until the Termination Date, covenants as to itself and each of its Subsidiaries that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) Each Pledgor represents, warrants and covenants that it is the legal, beneficial and record owner of, and has good title to, all Collateral pledged by it hereunder and that it has sufficient interest in all Collateral pledged by it hereunder in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement and the Permitted Liens);
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS wise defend the right thereto and security interest therein of the Pledgee and the Secured Creditors.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) --------------------------------------------------------- Each Pledgor represents, warrants and covenants that except as otherwise expressly disclosed:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor hereby represents, warrants and covenants as follows with respect to the Pledged Securities held in such Pledgor's name:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) Each Pledgor represents, warrants and covenants that as of the date hereof:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor jointly and severally, hereby represents and warrants (as of the date of execution hereof as to the Collateral existing on such date and as of the date of acquisition as to the Collateral acquired subsequently), covenants and agrees that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Clauses (v) through (xiii) of section 15(a) of the Pledge Agreement are deleted and replaced by the following:
