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 any breach of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and except as set forth on Schedule 6.3 to the Credit Agreement; (f) all the shares of the Pledged Securities of any corporation have been duly and validly issued, are fully paid, as applicable, and non-assessable and are transferable and subject to no options to purchase or similar rights (except, in each case, pursuant to a transaction permitted by the Credit Agreement or as otherwise permitted by the Credit Agreement and except for any restriction existing or arising as a result of a Requirement of Law); and (g) the pledge and collateral assignment and delivery of the Pledged Securities (other than uncertificated Securities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) 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 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 Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 3 contracts
Samples: Credit Agreement (Ball Corp), Credit Agreement (Ball Corp), Credit Agreement (Ball Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and warrants and covenants as of the date hereof that (a) it is the legal, record and beneficial owner of, and has good title to, all the Initial Pledged Securities and, when acquired owned 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 AgreementPermitted Liens); (b) it has full corporate power, authority and legal right to pledge all the Initial Pledged SecuritiesSecurities owned by such Pledgor; (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, Agreement and 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 Closing Date, and except where the failure to obtain the same would not reasonably be expected to have a Material Adverse Effect, no material order, consent, approval, license, authorization or validation of, or filing, recording or registration withwith (except as have been obtained or made on or prior to the Closing Date and except for any reports required to be filed by Company or any of its Subsidiaries with the SEC), or exemption by, any Governmental Authority, is required to authorize, or is required in connection with, (i) the execution and delivery of this Agreement by such Pledgor or the performance by such Pledgor of the its 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 owned by such Pledgor 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 PledgorPledgor except for such contraventions that would not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in any breach of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such PledgorPledgor except for such violations that would not reasonably be expected to have a Material Adverse Effect, or (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and except as set forth on Schedule 6.3 to the Credit AgreementAgreement or except where the failure to obtain such approval or consent would not reasonably be expected to have a Material Adverse Effect; (f) all the shares of the Initial Pledged Securities of any corporation owned by such Pledgor have been duly and validly issued, are fully paid, as applicable, and non-assessable and are transferable and subject to no options to purchase or similar rights (except, in each case, pursuant to a transaction permitted by the Credit Agreement or as otherwise permitted by the Credit Agreement and except for any restriction existing or arising as a result of a Requirement of Law); and (g) the pledge and collateral assignment and delivery of the Initial Pledged Securities (other than uncertificated SecuritiesPledged Securities and other than Pledged Securities of Foreign Subsidiaries pledged pursuant to another Loan Document) by such Pledgor pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the such Pledged Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) or to any agreement purporting to grant to any third party a Lien (except for Permitted Liens) on the property or assets of such Pledgor which would include the such Pledged Securities. Each Pledgor covenants and agrees that (a) for any Pledged Securities, solely for the period commencing on the date such Pledgor acquires such Pledged Securities and ending on the date that such Pledgor ceases to own such Pledged Securities (to the extent not restricted by the Credit Agreement), it shall be the legal, record and beneficial owner of, and have good title to, such Pledged Securities, subject to no Lien (except the Lien created by this Agreement and Permitted Liens); and (b) it will defend the Pledgee’s right, title and security interest in and to the Pledged Securities owned by such Pledgor and 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 Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Pledged Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Pledged Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.and
Appears in 2 contracts
Samples: Pledge Agreement, Credit Agreement (Ball Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, and has good title to, of all the Initial Pledged Securities and, when acquired and Pledged Partnership Interests pledged by such Pledgor, all Additional Pledged Securities, in each caseit hereunder, subject to no Lien (except the Lien created by this Agreement and Liens permitted under Section 8.1 and, in the case of the Credit AgreementPledged Partnership Interests, other Permitted Liens); (bii) it has full corporate power, authority and legal right to pledge all the Pledged SecuritiesSecurities and Pledged Partnership Interests pledged by it pursuant to this Agreement; (ciii) 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, 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); (div) 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 by the Effective DatePledgors as of the date hereof, no material orderconsent of any other party (including, without limitation, any stockholder, partner or creditor of such Pledgor or any of its Subsidiaries or any Pledged Partnership) and no consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, (i) the execution and delivery or performance of this Agreement or the performance of the obligations hereunderAgreement, (ii) the validity or enforceability of this Agreement against such PledgorAgreement, (iii) the perfection or enforceability of the Pledgee’s 's security interest in the Collateral or (iv) or, except for compliance with or as may be required by applicable securities laws and the applicable UCClaws, the exercise by the Pledgee of any of its rights or remedies provided herein; provided(v) the execution, however, that notwithstanding anything in delivery and performance of 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 will not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the certificate of incorporation or by-laws (iior equivalent organizational documents) conflict with of such Pledgor or result in of any breach ofsecurities issued by such Pledgor or any of its Subsidiaries, or constitute of any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries is a default under, party or which purports to be binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (fvi) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights rights; (exceptvii) each of the Intercompany Notes constitutes, in each case, pursuant to a transaction permitted or when executed by the Credit Agreement obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or as otherwise permitted other similar laws generally affecting creditors' rights and by the Credit Agreement and except for any restriction existing equitable principles (regardless of whether enforcement is sought in equity or arising as a result of a Requirement of Lawat law); and (gviii) the pledge and collateral pledge, assignment and delivery to the Pledgee of the Pledged Securities (other than uncertificated Securitiessecurities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) 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; (ix) each such Pledged Partnership Interest has been validly acquired and is fully paid for (to the extent applicable) and is duly and validly pledged hereunder; (x) each general or limited partnership agreement delivered to the Pledgee is an original signed counterpart (or a copy thereof) of the complete and entire such partnership agreement in effect on the date hereof; (xi) each partnership agreement is the legal, valid and binding obligation of each Pledgor, enforceable in accordance with its terms; (xii) no Pledgor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any general or limited partnership agreement to which such Pledgor is a party, and no Pledgor is in violation of any other material provisions of any partnership agreement to which such Pledgor is a party, or otherwise in default or violation thereunder; (xiii) no Pledged Partnership Interest is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any Person with respect thereto; (xiv) the pledge and assignment of the Pledged Partnership Interests pursuant to this Agreement, together with the relevant filings or recordings under the UCC (which filings and recordings have been or will be made), creates a valid, perfected and continuing first priority security interest in such Partnership Interests 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 such Pledgor which would include the SecuritiesCollateral; (xv) there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral and such Pledgor will not, without the prior written consent of the Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party; (xvi) each Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; (xvii) each Pledgor shall deliver to the Pledgee a copy of each other demand, notice or document received by it which may adversely affect the Pledgee's interest in the Collateral promptly upon, but in any event within 10 days after, such Pledgor's receipt thereof; (xviii) a notice in the form set forth in Annex D attached hereto and by this reference made a part hereof (such notice the "Partnership Notice"), appropriately completed, notifying each Pledged Partnership of the existence of this Agreement and a certified copy of this Agreement have been delivered by each Pledgor to the relevant Pledged Partnership, and to the extent obtainable by commercially reasonable efforts, each such Pledgor has received and delivered to the Collateral Agent an acknowledgment in the form set forth in Annex E attached hereto (such acknowledgement, the "Partnership Acknowledgement"), duly executed by the relevant Pledged Partnership; and (xix) the chief executive office of such Pledgor is set forth on Annex F hereto or such other office as such Pledgor may establish in accordance with the terms of the Security Agreement. Each Pledgor covenants and agrees that it will defend the Pledgee’s 's right, title and security interest in and to the Securities and the proceeds thereof Collateral 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. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 1 contract
Samples: Pledge Agreement (Power Ten)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, and has good title to, of all the Initial Pledged Securities and, when acquired and Pledged Partnership Interests pledged by such Pledgor, all Additional Pledged Securities, in each caseit hereunder, subject to no Lien (except the Lien created by this Agreement and Liens permitted under Section 8.1 9.01(i) of the Credit Agreement); (bii) it has full corporate or partnership power, authority and legal right to pledge all the Pledged SecuritiesSecurities and Pledged Partnership Interests pledged by it pursuant to this Agreement; (ciii) 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, 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); (div) 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 by the Effective DatePledgors as of the date hereof, no material orderconsent of any other party (including, without limitation, any stockholder, partner or creditor of such Pledgor or any of its Subsidiaries or any Pledged Partnership) and no consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, (i) the execution and delivery or performance of this Agreement or the performance of the obligations hereunderAgreement, (ii) the validity or enforceability of this Agreement against such PledgorAgreement, (iii) the perfection or enforceability of the Pledgee’s 's security interest in the Collateral or (iv) or, except for compliance with or as may be required by applicable securities laws and the applicable UCCor other laws, the exercise by the Pledgee of any of its rights or remedies provided herein; provided(v) the execution, however, that notwithstanding anything in delivery and performance of 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 will not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the certificate of incorporation or by-laws (iior equivalent organizational documents) conflict with of such Pledgor or result in of any breach ofsecurities issued by such Pledgor or any of its Subsidiaries, or constitute of any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries is a default under, party or which purports to be binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (fvi) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights (exceptrights, in each case, pursuant provided that with respect to a transaction permitted by the Credit Agreement or as otherwise permitted by the Credit Agreement and except for any restriction existing or arising as a result shares of a Requirement Stock of Law); and (g) the pledge and collateral assignment and delivery of the Pledged Securities (corporations other than uncertificated Securities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) Subsidiaries or to Joint Ventures of 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 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 Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options such representation or preemption rights in respect of any such Securities.warranty is made to the
Appears in 1 contract
Samples: Credit Agreement (Doubletree Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, and has good and marketable title to, all the Initial Pledged Securities and, when acquired pledged by such Pledgor, all Additional Pledged Securities, in each caseit hereunder, subject to no Lien (except the Lien created by this Agreement and Liens permitted under Section 8.1 of the Credit Agreementother Permitted Liens); (bii) it has full corporate power, authority and legal right to pledge all the Pledged SecuritiesSecurities pledged by it pursuant to this Agreement; (ciii) 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 thereof 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); (div) except as set forth on Schedule 6.4 to the Credit Agreementno consent of any other party (including, except for filings necessary to create without limitation, any stockholder or perfect security interests in the Collateralcreditor of such Pledgor or any of its Subsidiaries) and no consent, and license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with (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 bymade), any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, (i) the execution and delivery or performance of this Agreement or the performance of the obligations hereunderAgreement, (ii) the validity or enforceability of this Agreement against such PledgorAgreement, (iii) the perfection or enforceability of the Pledgee’s Collateral Agent's security interest in the Collateral or (iv) except for compliance with or as may be required by applicable securities laws and the applicable UCClaws, the exercise by the Pledgee Collateral Agent of any of its rights or remedies provided herein; provided(v) the execution, however, that notwithstanding anything in delivery and performance of 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 will not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the certificate of incorporation or by-laws (iior equivalent organizational documents) conflict with of such Pledgor or result in of any breach ofsecurities issued by such Pledgor or any of its Subsidiaries, or constitute a default underof any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material agreement, contract, or instrument to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (fvi) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights rights; (exceptvii) each of the Pledged Notes constitutes, in each case, pursuant to a transaction permitted or when executed by the Credit Agreement obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or as otherwise permitted other similar laws generally affecting creditors' rights and by the Credit Agreement and except for any restriction existing equitable principles (regardless of whether enforcement is sought in equity or arising as a result of a Requirement of Lawat law); and (gviii) the pledge and collateral pledge, assignment and delivery to the Collateral Agent of the Pledged Securities (other than uncertificated Securitiessecurities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) or to any agreement purporting to grant to any third party a Lien on the property or assets of such the Pledgor which would include the Securities. Each Pledgor covenants and agrees that it will defend the Pledgee’s Collateral Agent's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons 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 Collateral Agent as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such SecuritiesCollateral Agent.
Appears in 1 contract
Samples: Pledge Agreement (Mentus Media Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and warrants and covenants that that: (a) it is on the legaldate that any Bonds become Pledged Bonds, record and beneficial owner ofnone of the Bond Issuer, and has good title to, all Wellsford REIT nor the Initial Pledged Securities and, when acquired by such Pledgor, all Additional Pledged Securities, in each case, subject to no Lien Bond Trustee (except in its capacity as the Lien created by this Agreement Bank's designated custodian to hold the Pledged Bonds) will have any right, title or interest in and Liens permitted under Section 8.1 of to the Credit Agreement)Pledged Bonds; (b) it has each Pledgor has, and on the date that such Bonds become Pledged Bonds will have, full corporate power, authority and legal right to pledge all of its right, title and interest in and to the Pledged SecuritiesBonds pursuant to this Pledge Agreement; (c) this Pledge Agreement has been duly authorized, executed and delivered by such each 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 Agreementno consent of any other party (including, except for filings necessary to create or perfect security interests in the Collateralwithout limitation, creditors of either Pledgor) and except as have been obtained or made on or prior to the Effective Date, no material order, consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authoritygovernmental authority, domestic or foreign, is required to authorize, or is required be obtained by either Pledgor in connection withwith the execution, (i) the execution and delivery or performance 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 CollateralPledge Agreement; (e) the execution execution, delivery and delivery by such Pledgor performance of this Pledge Agreement and the performance of such Pledgor’s obligations hereunder do will not (i) contravene violate, in any material respect, any provision of any Requirement applicable law or regulation or of Law applicable to such Pledgorany order, (ii) conflict with judgment, writ, award or result in decree of any breach ofcourt, arbitrator or governmental authority, domestic or foreign, or constitute a default underof any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which either Pledgor is a party or which purports to be binding upon either Pledgor or upon its assets and will not result in the creation or imposition of (any lien, charge or the obligation to create encumbrance on or impose) any Lien (except pursuant to the Security Documents) upon security interest in any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and except as set forth on Schedule 6.3 to the Credit contemplated by this Pledge Agreement; and (f) all the shares of the Pledged Securities of any corporation have been duly and validly issuedpledge, are fully paid, as applicable, and non-assessable and are transferable and subject to no options to purchase or similar rights (except, in each case, pursuant to a transaction permitted by the Credit Agreement or as otherwise permitted by the Credit Agreement and except for any restriction existing or arising as a result of a Requirement of Law); and (g) the pledge and collateral assignment and delivery of the such Pledged Securities (other than uncertificated Securities) Bonds pursuant to this Pledge Agreement (to the extent that delivery has been made) creates will create a valid first lien on and a first perfected first priority Lien security interest in, all right, title or interest of the Pledgors in the Securitiesor to such Pledged Bonds, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) prior 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 such either Pledgor which would include the SecuritiesPledged Bonds. Each Pledgor covenants and agrees that it will defend the Pledgee’s Bank'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; 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 Bank as Collateral hereunder and will likewise defend the Bank's right thereto and security interest therein of the Pledgee and the Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securitiestherein.
Appears in 1 contract
Samples: Reimbursement Agreement (Wellsford Real Properties Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, and has good and marketable title to, all the Initial Pledged Securities and, when acquired pledged by such Pledgor, all Additional Pledged Securities, in each caseit hereunder, subject to no Lien (except the Lien created by this Agreement and Liens permitted under Section 8.1 of the Credit Agreementother Permitted Liens); (bii) it has full corporate power, authority and legal right to pledge all the Pledged SecuritiesSecurities pledged by it pursuant to this Agreement; (ciii) 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); (div) except as set forth on Schedule 6.4 to the Credit Agreementno consent of any other party (including, except for filings necessary to create without limitation, any stockholder or perfect security interests in the Collateral, creditor of such Pledgor or any of its Subsidiaries) and except as have been obtained or made on or prior to the Effective Date, no material order, consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authoritygovernmental authority, in each case which have not already been obtained, is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, (i) the execution and delivery or performance of this Agreement or the performance of the obligations hereunderAgreement, (ii) the validity or enforceability of this Agreement against such PledgorAgreement, (iii) the perfection or enforceability of the Pledgee’s 's security interest in the Collateral or (iv) except for compliance with or as may be required by applicable securities laws and the applicable UCClaws, the exercise by the Pledgee of any of its rights or remedies provided herein; provided(v) the execution, however, that notwithstanding anything in delivery and performance of 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 will not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the certificate of incorporation or by-laws (iior equivalent organizational documents) conflict with of such Pledgor or result in of any breach ofsecurities issued by such Pledgor or any of its Subsidiaries, or constitute a default underof any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material agreement, contract, or instrument to which such Pledgor or any of its Subsidiaries is a party or which is binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (fvi) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights rights; (exceptvii) each of the Pledged Notes constitutes, in each case, pursuant to a transaction permitted or when executed by the Credit Agreement or as otherwise permitted by obligor thereof will constitute, the Credit Agreement legal, valid and except for any restriction existing or arising as a result binding obligation of a Requirement of Law)such obligor, enforceable in accordance with its terms; and (gviii) the pledge and collateral pledge, assignment and delivery to the Pledgee of the Pledged Securities (other than uncertificated Securitiessecurities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) or to any agreement purporting to grant to any third party a Lien on the property or assets of such the Pledgor which would include the Securities. Each Pledgor covenants and agrees that it will defend the Pledgee’s 's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoeverwhomsoever in accordance with the Credit Documents; 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 Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 1 contract
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); (dxii) except as set forth on Schedule 6.4 to the Credit Agreement, except for filings necessary to create or perfect security interests no Pledgor is in default in the Collateralpayment of any portion of any mandatory capital contribution, and except as have been obtained or made on or prior to the Effective Dateif any, 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, be made under any general 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 any breach of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation limited partnership agreement to which such Pledgor is a party or by which it or any of its property or assets party, and no Pledgor is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision in violation of any Organizational Document other material provisions of any partnership agreement to which such Pledgor is a party, or otherwise in default or violation thereunder; (xiii) no Pledged Partnership Interest is, to the knowledge of such Pledgor (but only in the case of a partnership which is not a Subsidiary of such Pledgor), (iv) require subject to any approval defense, offset or counterclaim, nor have any of stockholders the foregoing been asserted or (v) any material approval or consent of alleged against such Pledgor by any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and except as set forth on Schedule 6.3 to the Credit Agreementwith respect thereto; (f) all the shares of the Pledged Securities of any corporation have been duly and validly issued, are fully paid, as applicable, and non-assessable and are transferable and subject to no options to purchase or similar rights (except, in each case, pursuant to a transaction permitted by the Credit Agreement or as otherwise permitted by the Credit Agreement and except for any restriction existing or arising as a result of a Requirement of Law); and (gxiv) the pledge and collateral assignment and delivery of the Pledged Securities (other than uncertificated Securities) Partnership Interests pursuant to this Agreement Agreement, together with the relevant filings or recordings under the UCC (to the extent that delivery has which filings and recordings have been or will be made) ), creates a valid valid, perfected and perfected continuing first priority Lien security interest in the Securities, such Partnership Interests and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) prior lien or encumbrance or to any agreement purporting to grant to any third party a Lien lien or encumbrance on such Partnership Interests; (xv) there are no currently effective financing statements under the UCC covering any property which is now or assets hereafter may be included in the Collateral and such Pledgor will not, without the prior written consent of the Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party; (xvi) each Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; (xvii) each Pledgor shall deliver to the Pledgee a copy of each other demand, notice or document received by it which may adversely affect the Pledgee's interest in the Collateral promptly upon, but in any event within 10 days after, such Pledgor's receipt thereof; (xviii) a notice in the form set forth in Annex D attached hereto and by this reference made a part hereof (such notice the "Partnership Notice"), appropriately completed, notifying each Pledged Partnership of the existence of this Agreement and a certified copy of this Agreement have been delivered by each Pledgor to the relevant Pledged Partnership, and each such Pledgor has received and delivered to the Collateral Agent an acknowledgment in the form set forth in Annex E attached hereto (such acknowledgment, the "Partnership Acknowledgment"), duly executed by the relevant Pledged Partnership; and (xix) the chief executive office of such Pledgor which would include is set forth on Annex F hereto or such other office as such Pledgor may establish in accordance with the Securitiesterms of the Security Agreement. Each Pledgor covenants and agrees that it will defend the Pledgee’s 's right, title and security interest in and to the Securities and the proceeds thereof Collateral 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. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 1 contract
Samples: Pledge Agreement (Universal Compression Holdings Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (f) Each Pledgor represents and represents, warrants and covenants that (a) as to itself and each of its Subsidiaries that: it is the legal, beneficial and record and beneficial owner of, and has good and marketable title to, all the Initial Pledged Securities andof its Collateral consisting of one or more Securities, when acquired by Partnership Interests and Limited Liability Company Interests and that it has sufficient interest in all of its Collateral in which a security interest is purported to be created hereunder for such Pledgor, all Additional Pledged Securitiessecurity interest to attach (subject, in each case, subject to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the Lien liens and security interests created by this Agreement and Liens or permitted under Section 8.1 of the Credit AgreementSecured Debt Agreements); (b) it has full corporate power, authority and legal right to pledge all the Pledged SecuritiesCollateral pledged by it pursuant to this Agreement; (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 against such Pledgor in accordance with its terms, except to the extent that the enforceability hereof thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights generally and by general 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 extent already obtained or made on or prior to the Effective Datemade, no material orderconsent of any other party (including, without limitation, any stockholder, partner, member or creditor of such Pledgor or any of its Subsidiaries) and no consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection with, with (ia) the execution and execution, delivery or performance of this Agreement or the performance of the obligations hereunderby such Pledgor, (iib) the validity or enforceability of this Agreement against such PledgorPledgor (except as set forth in clause (iii) above), (iiic) the perfection or enforceability of the Pledgee’s security interest in the such Pledgor’s Collateral or (ivd) except for compliance with or as may be required by applicable securities laws and the applicable UCClaws, the exercise by the Pledgee of any of its rights or remedies provided herein; providedneither the execution, however, that notwithstanding anything in this Agreement delivery 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 performance by such Pledgor of this Agreement or any other Secured Debt Agreement to which it is a party, nor compliance by it with the terms and provisions hereof and thereof nor the performance consummation of such Pledgor’s obligations hereunder do not the transactions contemplated therein: (i) will contravene any provision of any Requirement applicable law, statute, rule or regulation, or any applicable order, writ, injunction or decree of Law any court, arbitrator or governmental instrumentality, domestic or foreign, applicable to such Pledgor, ; (ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property properties or assets of such Pledgor or any of its Subsidiaries pursuant to the terms of any Contractual Obligation indenture, lease, mortgage, deed of trust, credit agreement, loan agreement or any other material agreement, contract or other instrument to which such Pledgor or any of its Subsidiaries is a party or is otherwise bound, or by which it or any of its property properties or assets is bound except for such contraventions, conflicts, breaches or defaults that would not to which it may be reasonably likely to have a Material Adverse Effect, subject; or (iii) will violate any provision of the certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of formation or limited liability company agreement (or equivalent organizational documents), as the case may be, of such Pledgor or any Organizational Document of its Subsidiaries; all of such Pledgor’s Collateral (consisting of Securities, (ivLimited Liability Company Interests and Partnership Interests) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and except as set forth on Schedule 6.3 to the Credit Agreement; (f) all the shares of the Pledged Securities of any corporation have has been duly and validly issued, are is fully paid, as applicable, paid and non-assessable and are transferable and is subject to no options to purchase or similar rights (exceptrights; each of such Pledgor’s Pledged Notes constitutes, in each case, pursuant to a transaction permitted or when executed by the Credit Agreement obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or as otherwise permitted other similar laws affecting creditors’ rights generally and by the Credit Agreement and except for any restriction existing general equitable principles (regardless of whether enforcement is sought in equity or arising as a result of a Requirement of Lawat law); and (g) the pledge and pledge, collateral assignment and delivery to the Pledgee of the such Pledgor’s Collateral consisting of Certificated Securities and Pledged Securities (other than uncertificated Securities) Notes pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien security interest in the Securitiessuch Certificated Securities and Pledged Notes, and the proceeds thereof, under the UCC, subject to no other prior Lien (except for Permitted Liens) or encumbrance or to any agreement purporting to grant to any third party a Lien or encumbrance on the property or assets of such Pledgor which would include the Securities. Each Pledgor covenants and agrees that it will defend Securities (other than the Pledgee’s right, title liens and security interest interests permitted under the Secured Debt Agreements then in and to the Securities effect) and the proceeds thereof against Pledgee is entitled to all the claims rights, priorities and demands of all persons whomsoever; and such Pledgor covenants and agrees that it will have like title benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction 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 perfect security interest therein of the Pledgee and the Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights interests in respect of any such Securities.Collateral; and
Appears in 1 contract
Samples: Pledge Agreement (Global Cash Access Holdings, Inc.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, and has good and marketable title to, all the Initial Pledged Securities andInterests and other Collateral pledged by it hereunder, when acquired by such Pledgor, all Additional Pledged Securities, or in each casewhich it has granted a security interest pursuant hereto, subject to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the Lien liens and security interests created by this Agreement and Liens permitted under Section 8.1 of the Credit Agreement); (bii) it has full corporate power, authority and legal right to pledge and grant a security interest in all the Pledged SecuritiesCollateral pledged and assigned by it pursuant to this Agreement; (ciii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a 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 generally affecting creditors’ ' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); (div) 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 Datemade, no material orderconsent of any other party (including, without limitation, any stockholder, partners or creditor of such Pledgor or any of its Subsidiaries or of any partner of any Pledged Partnership Entity or any member of any Pledged Limited Liability Company) and no consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, delivery or performance of this Agreement; (iv) the execution execution, delivery and delivery performance 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 does not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law applicable to such Pledgorany order, (ii) conflict with judgment, writ, award or result in decree of any breach ofcourt, arbitrator or governmental authority, domestic or foreign, or constitute a default underof the certificate of incorporation, certificate of partnership, partnership agreement or by-laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, agreement (including any partnership agreement of any Pledged Partnership Entity or any limited liability company agreement or operating agreement of any Pledged Limited Liability Company), instrument or undertaking to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets Subsidiaries except as contemplated by this Agreement; (vi) all Interests have been validly acquired and are fully paid for and validly pledged hereunder (it being understood that to the extent any such Partnership Interest is bound except for issued by a Person other than a Subsidiary of the REIT, such contraventions, conflicts, breaches or defaults that would not be reasonably likely representation and warranty is made to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document the best of such Pledgor's knowledge); (vii) the Interests pledged by it hereunder are not dealt in or traded on securities exchanges or on securities markets; (viii) the terms of the Interests pledged by it hereunder do not provide that such Interests are securities governed by Article 8 of the UCC; (ix) this Agreement creates (after all steps required under Article 8 of the UCC have been taken) in favor of the Pledgee for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of each Pledgor in the Collateral owned by such Pledgor on any date on which this representation and warranty is made or deemed made, which security interest shall, (ivA) require any approval of stockholders or (v) any material approval or consent upon delivery to the Pledgee of any Person certificates evidencing equity interests in a Pledged Partnership Entity or in a Pledged Limited Liability Company, (other than B) upon the filing of appropriate financing statements under the UCC in respect of any Pledged Partnership Entity's partnership interest or Pledged Limited Liability Company's limited liability company or membership interest that is not represented by a Governmental Authoritycertificate and (C) except filingsupon the taking of all steps required under Article 8 and Article 9 of the UCC (which delivery, consents, or notices which filings and/or steps have been made, obtained or given done and except remain in full force and effect as set forth on Schedule 6.3 to the Credit Agreement; (f) all the shares of the Pledged Securities of Collateral owned by such Pledgor on any corporation have been duly date on which this representation and validly issuedwarranty is made or deemed made), are constitute a fully paid, as applicableperfected first lien on, and non-assessable security interest in, all right, title and are transferable and subject to no options to purchase or similar rights (except, interest of such Pledgor in each case, pursuant to a transaction permitted by the Credit Agreement or as otherwise permitted by the Credit Agreement and except for any restriction existing or arising as a result all of a Requirement of Law); and (g) the pledge and collateral assignment and delivery of the Pledged Securities (other than uncertificated Securities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCCsuch Collateral, subject to no security interests of any other Lien Person; (x) there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral except for Permitted Liens) financing statements filed or to any agreement purporting to grant to any third party a Lien on be filed in favor of the property or assets Pledgee as secured party; and (xi) the chief executive office and principal place of business of such Pledgor which would include and the Securitiessole location where the records of such Pledgor with respect to the Collateral are kept are located at the address set forth for such Pledgor in the Security Agreement and such Pledgor shall not move its chief executive office, principal place of business or such location of records except in accordance with the terms of the Security Agreement. Each Pledgor covenants and agrees that it will defend the Pledgee’s 's right, title and security interest in and to the Securities Collateral and 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 on behalf of the Secured Creditors. Each of the representations, warranties and covenants made by each Pledgor further represents and warrants that hereunder shall be deemed to be repeated on the each date hereof: (a) the Securities held by on which such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of pledges any such SecuritiesCollateral hereunder.
Appears in 1 contract
Samples: Security Agreement (Eldertrust)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and represents, warrants and covenants that to the Pledgee and the Secured Creditors (aand is deemed to represent, warrant and covenant each time any Collateral is pledged hereunder) that: (i) it is the legal, record and beneficial owner of, and has good and marketable title to, all the Initial Pledged Securities and, when acquired by such Pledgor, all Additional Pledged Securities, in each caseCollateral, subject to no Lien (except the Lien created by this Agreement and other Liens to the extent permitted under Section 8.1 to be in existence pursuant to the terms of the Credit Agreement)all Secured Debt Documents from time to time in effect) and no Adverse Claim; (bii) it has full corporate power, authority and legal right to pledge all the Pledged SecuritiesCollateral pledged by it pursuant to this Agreement; (ciii) 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, 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); (div) 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 extent already obtained or made on or prior (and other than pursuant to the Effective DateGaming Regulations in the case of any exercise of remedies hereunder), no material orderconsent of any other party (including, without limitation, any stockholder, partner, member or creditor of such Pledgor or any of its Subsidiaries) and no consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, (i) the execution and delivery or performance of this Agreement or the performance of the obligations hereunderAgreement, (ii) the validity or enforceability of this Agreement against such PledgorAgreement, (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 any breach of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and except as set forth on Schedule 6.3 to the Credit Agreement; (f) all the shares of the Pledged Securities of any corporation have been duly and validly issued, are fully paid, as applicable, and non-assessable and are transferable and subject to no options to purchase or similar rights (except, in each case, pursuant to a transaction permitted by the Credit Agreement or as otherwise permitted by the Credit Agreement and except for any restriction existing or arising as a result of a Requirement of Law); and (g) the pledge and collateral assignment and delivery of the Pledged Securities (other than uncertificated Securities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) 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 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 Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.'s
Appears in 1 contract
Samples: Pledge Agreement (JCC Holding Co)
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 Initial Borrowing 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 any breach of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and except as set forth on Schedule 6.3 to the Credit Agreement; (f) all the shares of the Pledged Securities of any corporation have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights (except, in each case, pursuant to a transaction permitted by the Credit Agreement or as otherwise permitted by the Credit Agreement and except for any restriction existing or arising as a result of a Requirement of Law)rights; and (g) the pledge and collateral assignment and delivery of the Pledged Securities (other than uncertificated SecuritiesSecurities and other than Securities of Foreign Subsidiaries pledged pursuant to another Loan Document) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) 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 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 Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 1 contract
Samples: Credit Agreement (Ball Corp)
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 Restatement 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 any breach of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and except as set forth on Schedule 6.3 to the Credit Agreement; (f) all the shares of the Pledged Securities of any corporation have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights (except, in each case, pursuant to a transaction permitted by the Credit Agreement or as otherwise permitted by the Credit Agreement and except for any restriction existing or arising as a result of a Requirement of Law)rights; and (g) the pledge and collateral assignment and delivery of the Pledged Securities (other than uncertificated SecuritiesSecurities and other than Securities of Foreign Subsidiaries pledged pursuant to another Loan Document) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) 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 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 Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 1 contract
Samples: Credit Agreement (Ball Corp)
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 Subsidiaries or remedies provided herein; provided, however, that notwithstanding anything in this Agreement or in upon any other Loan Documents to the contrary, the Pledgee shall not, of their respective assets 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 will not (i) contravene any provision of any Requirement of Law applicable to such Pledgor, (ii) conflict with or result in any breach of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (fvi) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights rights; (exceptvii) each of the Pledged Notes constitutes, in each case, pursuant to a transaction permitted or when executed by the Credit Agreement or as otherwise permitted by obligor thereof will constitute, the Credit Agreement legal, valid and except for any restriction existing or arising as a result binding obligation of a Requirement of Law)such obligor, enforceable in accordance with its terms; and (gviii) the pledge and collateral pledge, assignment and delivery to the Pledgee of the Pledged Securities (other than uncertificated Securitiessecurities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for other than Permitted Liens) or to any agreement purporting to grant to any third party a Lien on the property or assets of such the Pledgor which would include the Securities. Each Pledgor covenants and agrees that it will defend the Pledgee’s 's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoeverwhomsoever in accordance with the Credit Documents; 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 Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) Each Pledgor represents and represents, warrants and covenants that as to itself and each of its Subsidiaries that: (ai) it is the legal, beneficial and record and beneficial owner of, and has good and marketable title to, all the Initial Pledged Securities andof its Collateral consisting of one or more Securities, when acquired by Partnership Interests and Limited Liability Company Interests and that it has sufficient interest in all of its Collateral in which a security interest is purported to be created hereunder for such Pledgor, all Additional Pledged Securitiessecurity interest to attach (subject, in each case, subject to no Lien (pledge, Lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the Lien Liens and security interests created by this Agreement and Liens or permitted under Section 8.1 of the Credit AgreementSecured Debt Agreements); (bii) it has full corporate power, authority and legal right to pledge all the Pledged SecuritiesCollateral pledged by it pursuant to this Agreement; (ciii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor 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 generally and by general equitable principles (regardless of whether enforcement is sought in equity or at law); (div) except as set forth on Schedule 6.4 to the Credit Agreementextent already obtained or made, except for filings necessary no consent of any other party (including, without limitation, any stockholder, partner, member or creditor of such 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 create or perfect security interests in the Collateral, and except as have be obtained by such Pledgor (which has not 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 made) in connection with, with (ia) the execution and execution, delivery or performance of this Agreement or the performance of the obligations hereunderby such Pledgor, (iib) the validity or enforceability of this Agreement against such Pledgor, (iiic) the perfection or enforceability of the Pledgee’s security interest in the such Pledgor’s Collateral or (ivd) except for compliance with or as may be required by applicable securities laws and the applicable UCClaws, the exercise by the Pledgee of any of its rights or remedies provided herein; provided(v) neither the execution, however, that notwithstanding anything in this Agreement delivery 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 performance by such Pledgor of this Agreement Agreement, nor compliance by it with the terms and provisions hereof nor the performance consummation of such Pledgor’s obligations hereunder do not the transactions contemplated hereby: (i) will contravene any provision of any Requirement applicable law, statute, rule or regulation, or any applicable order, writ, injunction or decree of Law any court, arbitrator or governmental instrumentality, domestic or foreign, applicable to such Pledgor, ; (ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of NEWYORK 9251668 (or the obligation to create or impose2K) any Lien NEWYORK 9251668 (except pursuant to the Security Documents) upon any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and except as set forth on Schedule 6.3 to the Credit Agreement; (f) all the shares of the Pledged Securities of any corporation have been duly and validly issued, are fully paid, as applicable, and non-assessable and are transferable and subject to no options to purchase or similar rights (except, in each case, pursuant to a transaction permitted by the Credit Agreement or as otherwise permitted by the Credit Agreement and except for any restriction existing or arising as a result of a Requirement of Law2K); and (g) the pledge and collateral assignment and delivery of the Pledged Securities (other than uncertificated Securities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) 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 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 Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 1 contract
Samples: Pledge Agreement
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, and has good and marketable title to, all the Initial Pledged Securities and, when acquired pledged by such Pledgor, all Additional Pledged Securities, in each caseit hereunder, subject to no Lien (except the Lien created by this Agreement and Liens permitted under Section 8.1 of the Credit Agreementother Permitted Liens); (bii) it has full corporate power, authority and legal right to pledge all the Pledged SecuritiesSecurities pledged by it pursuant to this Agreement; (ciii) 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 thereof 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); (div) except as set forth on Schedule 6.4 to the Credit Agreementno consent of any other party (including, except for filings necessary to create without limitation, any stockholder or perfect security interests in the Collateralcreditor of such Pledgor or any of its Subsidiaries) and no consent, and license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with (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 bymade), any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, (i) the execution and delivery or performance of this Agreement or the performance of the obligations hereunderAgreement, (ii) the validity or enforceability of this Agreement against such PledgorAgreement, (iii) the perfection or enforceability of the Pledgee’s 's security interest in the Collateral or (iv) except for compliance with or as may be required by applicable securities laws and the applicable UCClaws, the exercise by the Pledgee of any of its rights or remedies provided herein; provided(v) the execution, however, that notwithstanding anything in delivery and performance of 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 will not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the certificate of incorporation or by-laws (iior equivalent organizational documents) conflict with of such Pledgor or result in of any breach ofsecurities issued by such Pledgor or any of its Subsidiaries, or constitute a default underof any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material agreement, contract, or instrument to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (fvi) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and were not issued subject to no any options to purchase purchase, preemptive or similar rights (exceptand, in the case of all such capital stock other than the Borrower Preferred Stock, do not contain preemptive rights; (vii) each caseof the Pledged Notes constitutes, pursuant to a transaction permitted or when executed by the Credit Agreement obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or as otherwise permitted other similar laws generally affecting creditors' rights and by the Credit Agreement and except for any restriction existing equitable principles (regardless of whether enforcement is sought in equity or arising as a result of a Requirement of Lawat law); and (gviii) the pledge and collateral pledge, assignment and delivery to the Pledgee of the Pledged Securities (other than uncertificated Securitiessecurities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) or to any agreement purporting to grant to any third party a Lien on the property or assets of such the Pledgor which would include the Securities. Each Pledgor covenants and agrees that it will defend the Pledgee’s 's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoeverwhomsoever in accordance with the Credit Documents; 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 Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
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REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and warrants and covenants as of the date hereof that (a) it is the legal, record and beneficial owner of, and has good title to, all the Initial Pledged Securities and, when acquired owned 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 AgreementPermitted Liens); (b) it has full corporate power, authority and legal right to pledge all the Initial Pledged SecuritiesSecurities owned by such Pledgor; (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, Agreement and 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 Closing Date, and except where the failure to obtain the same would not reasonably be expected to have a Material Adverse Effect, no material order, consent, approval, license, authorization or validation of, or filing, recording or registration withwith (except as have been obtained or made on or prior to the Closing Date and except for any reports required to be filed by Company or any of its Subsidiaries with the SEC), or exemption by, any Governmental Authority, is required to authorize, or is required in connection with, (i) the execution and delivery of this Agreement by such Pledgor or the performance by such Pledgor of the its 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 owned by such Pledgor 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 PledgorPledgor except for such contraventions that would not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in any breach of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such PledgorPledgor except for such violations that would not reasonably be expected to have a Material Adverse Effect, or (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and except as set forth on Schedule 6.3 to the Credit AgreementAgreement or except where the failure to obtain such approval or consent would not reasonably be expected to have a Material Adverse Effect; (f) all the shares of the Initial Pledged Securities of any corporation owned by such Pledgor have been duly and validly issued, are fully paid, as applicable, and non-assessable and are transferable and subject to no options to purchase or similar rights (except, in each case, pursuant to a transaction permitted by the Credit Agreement or as otherwise permitted by the Credit Agreement and except for any restriction existing or arising as a result of a Requirement of Law); and (g) the pledge and collateral assignment and delivery of the Initial Pledged Securities (other than uncertificated SecuritiesPledged Securities and other than Pledged Securities of Foreign Subsidiaries pledged pursuant to another Loan Document) by such Pledgor pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the such Pledged Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) or to any agreement purporting to grant to any third party a Lien (except for Permitted Liens) on the property or assets of such Pledgor which would include the such Pledged Securities. Each Pledgor covenants and agrees that (a) for any Pledged Securities, solely for the period commencing on the date such Pledgor acquires such Pledged Securities and ending on the date that such Pledgor ceases to own such Pledged Securities (to the extent not restricted by the Credit Agreement), it shall be the legal, record and beneficial owner of, and have good title to, such Pledged Securities, subject to no Lien (except the Lien created by this Agreement and Permitted Liens); and (b) it will defend the Pledgee’s right, title and security interest in and to the Pledged Securities owned by such Pledgor and 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 Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Pledged Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Pledged Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Pledged Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Pledged Securities.
Appears in 1 contract
Samples: Credit Agreement (BALL Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, and has good title to, of all the Initial Pledged Securities and, when acquired and Pledged Partnership Interests pledged by such Pledgor, all Additional Pledged Securities, in each caseit hereunder, subject to no Lien (except the Lien created by this Agreement and Liens permitted under Section 8.1 of the Credit Agreement); (bii) it has full corporate or partnership power, authority and legal right to pledge all the Pledged SecuritiesSecurities and Pledged Partnership Interests pledged by it pursuant to this Agreement; (ciii) 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, 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); (div) 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 by the Effective DatePledgors as of the date hereof, no material orderconsent of any other Person (including, without limitation, any stockholder, partner or creditor of such Pledgor or any of its Subsidiaries or any Pledged Partnership) and no consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, (i) the execution and delivery or performance of this Agreement or the performance of the obligations hereunderAgreement, (ii) the validity or enforceability of this Agreement against such PledgorAgreement, (iii) the perfection or enforceability of the Pledgee’s 's security interest in the Collateral or (iv) or, except for compliance with or as may be required by applicable securities laws and the applicable UCClaws, the exercise by the Pledgee of any of its rights or remedies provided herein; provided(v) the execution, however, that notwithstanding anything in delivery and performance of 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 will not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the certificate of incorporation or by-laws (iior equivalent organizational documents) conflict with of such Pledgor or result in of any breach ofsecurities issued by such Pledgor or any of its Subsidiaries, or constitute of any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries is a default under, party or which purports to be binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (fvi) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights rights; (except, in vii) each case, pursuant to a transaction permitted by the Credit Agreement or as otherwise permitted by the Credit Agreement and except for any restriction existing or arising as a result of a Requirement of Law); and (g) the pledge and collateral assignment and delivery of the Pledged Securities (other than uncertificated Securities) pursuant to this Agreement (to Notes constitutes, or when executed by the extent that delivery has been made) creates a valid and perfected first priority Lien in obligor thereof will constitute, the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) 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 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 Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.legal,
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REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, and has good and marketable title to, all the Initial Pledged Securities and, when acquired pledged by such Pledgor, all Additional Pledged Securities, in each caseit hereunder, subject to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the Lien liens and security interests created by this Agreement and Liens permitted under Section 8.1 of the Credit Agreement); (bii) it has full corporate power, authority and legal right to pledge all the Pledged SecuritiesSecurities pledged by it pursuant to this Agreement; (ciii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a 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 generally affecting creditors’ ' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); (div) 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 Datemade, no material orderconsent of any other party (including, without limitation, any stockholder, partner or creditor of such Pledgor or any of its Subsidiaries) and no consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, delivery or performance of this Agreement; (iv) the execution execution, delivery and delivery performance 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 does not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law applicable to such Pledgorany order, (ii) conflict with judgment, writ, award or result in decree of any breach ofcourt, arbitrator or governmental authority, domestic or foreign, or constitute a default underof the certificate of incorporation, certificate of partnership, partnership agreement or by-laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, agreement, instrument or undertaking to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (fvi) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, issued and are fully paidpaid and nonassessable (it being understood that to the extent any such Stock is issued by a Person other than a Subsidiary of the REIT, as applicablesuch representation and warranty is made to the best of such Pledgor's knowledge); (vii) to the knowledge of such Pledgor, and non-assessable and are transferable and subject to no options to purchase or similar rights (excepteach of the Pledged Notes held by such Pledgor, in each case, pursuant to a transaction permitted when executed by the Credit Agreement obligor thereof, will be the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or as otherwise permitted other similar laws affecting creditors' rights generally and by the Credit Agreement and except for any restriction existing equitable principles (regardless of whether enforcement is sought in equity or arising as a result of a Requirement of Lawat law); and (gviii) the pledge and collateral assignment and of the Securities pursuant to this Agreement, together with the delivery of the Pledged Securities (other than uncertificated Securities) to the Pledgee for the benefit of the Secured Creditors pursuant to this Agreement and the taking of all other steps required under Article 8 and Article 9 of the UCC (to the extent that which delivery has been made and which steps have been taken as to the Securities owned by the Pledgor on any date on which the representation and warranty is made) ), creates a valid and perfected first priority Lien security interest in the Securities, such Securities and the proceeds thereof, under the UCC, subject to no prior or other Lien (except for Permitted Liens) 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 Securitiesencumbrance. Each Pledgor covenants and agrees that it will defend the Pledgee’s '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 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 on behalf of the Secured Creditors. Each of the representations, warranties and covenants made by each Pledgor further represents and warrants that on hereunder with respect to Securities shall be deemed to be made with respect to Securities pledged after the date hereof: (a) the Securities held by hereof on each date on which such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) pledges such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securitieshereunder.
Appears in 1 contract
Samples: Security Agreement (Eldertrust)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, and has good and marketable title to, all the Initial Pledged Securities andInterests and other Collateral pledged by it hereunder, when acquired by such Pledgor, all Additional Pledged Securities, or in each casewhich it has granted a security interest pursuant hereto, subject to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the Lien liens and security interests created by this Agreement and the other Liens permitted under Section 8.1 of the Credit Agreement)referred to in clause (xii) below; (bii) it has full corporate power, authority and legal right to pledge and grant a security interest in all the Pledged SecuritiesCollateral pledged and assigned by it pursuant to this Agreement; (ciii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a 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 generally affecting creditors’ ' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); (div) 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 Datemade, no material orderconsent of any other party (including, without limitation, any stockholder, partners or creditor of such Pledgor or any of its Subsidiaries or of any partner of any Pledged Partnership Entity or any member of any Pledged Limited Liability Company) and no consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, delivery or performance of this Agreement; (iv) the execution execution, delivery and delivery performance 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 does not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law applicable to such Pledgorany order, (ii) conflict with judgment, writ, award or result in decree of any breach ofcourt, arbitrator or governmental authority, domestic or foreign, or constitute a default underof the certificate of incorporation, certificate of partnership, partnership agreement or by-laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, agreement (including any partnership agreement of any Pledged Partnership Entity or any limited liability company agreement or operating agreement of any Pledged Limited Liability Company), instrument or undertaking to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets Subsidiaries except as contemplated by this Agreement; (vi) all Interests have been validly acquired and are fully paid for and validly pledged hereunder (it being understood that to the extent any such Partnership Interest is bound except for issued by a Person other than a Subsidiary of the REIT, such contraventions, conflicts, breaches or defaults that would not be reasonably likely representation and warranty is made to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document the best of such Pledgor's knowledge); (vii) the Interests pledged by it hereunder are not dealt in or traded on securities exchanges or on securities markets; (viii) the terms of the Interests pledged by it hereunder do not provide that such Interests are securities governed by Article 8 of the UCC; (ix) the Interests pledged by it hereunder are not "security entitlements" or held in a "securities account" by a "securities intermediary" (as each term is defined in Article 8 of the UCC); (x) no Person other than such Pledgor or the Pledgee has "control" (as such term is defined in Article 8 of the UCC) of any of the Interests pledged by it hereunder; (xi) this Agreement creates (after all steps required under Article 8 of the UCC have been taken) in favor of the Pledgee for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of each Pledgor in the Collateral owned by such Pledgor on any date on which this representation and warranty is made or deemed made, which security interest shall, (ivA) require any approval of stockholders or (v) any material approval or consent upon delivery to the Pledgee of any Person certificates evidencing equity interests in a Pledged Partnership Entity or in a Pledged Limited Liability Company, (other than B) upon the filing of appropriate financing statements under the UCC in respect of any Pledged Partnership Entity's partnership interest or Pledged Limited Liability Company's limited liability company or membership interest that is not represented by a Governmental Authoritycertificate and (C) except filingsupon the taking of all steps required under Article 8 and Article 9 of the UCC (which delivery, consents, or notices which filings and/or steps have been made, obtained or given done (except that allowance is made for time necessary to cause the filings to be filed with the filing offices after closing) and except remain in full force and effect as set forth on Schedule 6.3 to the Credit Agreement; (f) all the shares of the Pledged Securities of Collateral owned by such Pledgor on any corporation have been duly date on which this representation and validly issuedwarranty is made or deemed made), are constitute a fully paid, as applicableperfected first lien on, and non-assessable security interest in, all right, title and are transferable and subject to no options to purchase or similar rights (except, interest of such Pledgor in each case, pursuant to a transaction permitted by the Credit Agreement or as otherwise permitted by the Credit Agreement and except for any restriction existing or arising as a result all of a Requirement of Law); and (g) the pledge and collateral assignment and delivery of the Pledged Securities (other than uncertificated Securities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCCsuch Collateral, subject to no security interests of any other Lien Person; (xii) there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral except for Permitted Liens) financing statements filed or to any agreement purporting be filed in favor of the Pledgee as secured party and financing statements filed by German American Capital Corporation, as pledgee under the Existing Pledge and Security Agreement, as secured party, that will be assigned to grant to any third party a Lien on the property or assets Pledgee; and (xiii) the Organizational Identity (as defined in the Security Agreement) and exact legal name of such Pledgor which would include are set forth in the SecuritiesSecurity Agreement and such Pledgor shall not change its Organizational Identity or legal name except in accordance with the terms of the Security Agreement. Each Pledgor covenants and agrees that it will defend the Pledgee’s 's right, title and security interest in and to the Securities Collateral and 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 on behalf of the Secured Creditors. Each of the representations, warranties and covenants made by each Pledgor further represents and warrants that hereunder shall be deemed to be repeated on the each date hereof: (a) the Securities held by on which such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of pledges any such SecuritiesCollateral hereunder.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, and has good title to, of all the Initial Pledged Securities and, when acquired by such Pledgor, all Additional Pledged Securities, in each casePledged Partnership Interests and Pledged Limited Liability Company Interests pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and Liens permitted under Section 8.1 of the Credit Agreementany Permitted Liens); (bii) it has full corporate power, authority and legal right to pledge all the Pledged Securities, Pledged Partnership Interests and Pledged Limited Liability Company Interests pledged by it pursuant to this Agreement; (ciii) 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, 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); (div) 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 by the Effective DatePledgors as of the date hereof, no material orderconsent of any other party (including, without limitation, any stockholder, partner or creditor of such Pledgor or any of its Subsidiaries or any Pledged Partnership) and no consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, (i) the execution and delivery or performance of this Agreement or the performance of the obligations hereunderAgreement, (ii) the validity or enforceability of this Agreement against such PledgorAgreement, (iii) the perfection or enforceability of the Pledgee’s 's security interest in the Collateral or (iv) or, except for compliance with or as may be required by applicable securities laws and the applicable UCClaws, the exercise by the Pledgee of any of its rights or remedies provided herein; provided(v) the execution, however, that notwithstanding anything in delivery and performance of 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 will not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the certificate of incorporation or by-laws (iior equivalent organizational documents) conflict with of such Pledgor or result in of any breach ofsecurities issued by such Pledgor or any of its Subsidiaries, or constitute of any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries is a default under, party or which purports to be binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (fvi) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights rights; (exceptvii) each of the Intercompany Notes constituting Pledged Notes constitutes, in each case, pursuant to a transaction permitted or when executed by the Credit Agreement obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or as otherwise permitted other similar laws generally affecting creditors' rights and by the Credit Agreement and except for any restriction existing equitable principles (regardless of whether enforcement is sought in equity or arising as a result of a Requirement of Lawat law); and (gviii) the pledge and collateral pledge, assignment and delivery to the Pledgee of the Pledged Securities (other than uncertificated Securitiessecurities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) or to any agreement purporting to grant to any third party a Lien on the property Securities; (ix) each such Pledged Partnership Interest has been validly acquired and is fully paid for (to the extent applicable) and is duly and validly pledged hereunder; (x) each general or assets limited partnership agreement delivered to the Pledgee is an original signed counterpart (or a copy thereof) of the complete and entire such partnership agreement in effect on the date hereof; (xi) each partnership agreement is the legal, valid and binding obligation of each Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof 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); (xii) no Pledgor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any general or limited partnership agreement to which such Pledgor is a party, and no Pledgor is in violation of any other material provisions of any partnership agreement to which such Pledgor is a party, or otherwise in default or violation thereunder; (xiii) no Pledged Partnership Interest is, to the knowledge of such Pledgor (but only in the case of a partnership which would include is not a Subsidiary of such Pledgor), subject to any defense, offset or counterclaim, nor have any of the Securitiesforegoing been asserted or alleged against such Pledgor by any Person with respect thereto; (xiv) the pledge and assignment of the Pledged Partnership Interests pursuant to this Agreement, together with the relevant filings or recordings under the UCC (which filings and recordings have been or will be made), creates a valid, perfected and continuing first priority security interest in such Partnership Interests 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 such Partnership Interests; (xv) each such Pledged Limited Liability Company Interest has been validly acquired and is fully paid for (to the extent applicable) and is duly and validly pledged hereunder; (xvi) each limited liability company agreement or operating agreement delivered to the Pledgee is an original signed counterpart (or a copy thereof) of the complete and entire such limited liability company agreement or operating agreement in effect on the date hereof; (xvii) each limited liability company agreement or operating agreement is the legal, valid and binding obligation of each Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof 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); (xviii) no Pledgor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any limited liability company agreement or operating agreement to which such Pledgor is a party, and no Pledgor is in violation of any other material provisions of any limited liability company agreement or operating agreement to which such Pledgor is a party, or otherwise in default or violation thereunder; (xix) no Pledged Limited Liability Company Interest is, to the knowledge of such Pledgor (but only in the case of a limited liability company which is not a Subsidiary of such Pledgor), subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any Person with respect thereto; (xx) the pledge and assignment of the Pledged Limited Liability Company Interests pursuant to this Agreement, together with the relevant filings or recordings under the UCC (which filings and recordings have been or will be made), creates a valid, perfected and continuing first priority security interest in such Limited Liability Company Interests 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 such Limited Liability Company Interests; (xxi) there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral and such Pledgor will not, without the prior written consent of the Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party; (xxii) each Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; (xxiii) each Pledgor shall deliver to the Pledgee a copy of each other demand, notice or document received by it which may adversely affect the Pledgee's interest in the Collateral promptly upon, but in any event within 10 days after, such Pledgor's receipt thereof; (xxiv) a notice in the form set forth in Annex E attached hereto and by this reference made a part hereof (such notice the "Partnership Notice"), appropriately completed, notifying each Pledged Partnership of the existence of this Agreement and a certified copy of this Agreement have been delivered by each Pledgor to the relevant Pledged Partnership, and each such Pledgor has received and delivered to the Collateral Agent an acknowledgment in the form set forth in Annex F attached hereto (such acknowledgment, the "Partnership Acknowledgment"), duly executed by the relevant Pledged Partnership; (xxv) a notice in the form set forth in Annex G attached hereto and by this reference made a part hereof (such notice the "Limited Liability Company Notice"), appropriately completed, notifying each Pledged Limited Liability Company of the existence of this Agreement and a certified copy of this Agreement have been delivered by each Pledgor to the relevant Pledged Limited Liability Company, and each such Pledgor has received and delivered to the Collateral Agent an acknowledgment in the form set forth in Annex H attached hereto (such acknowledgment, the "Limited Liability Company Acknowledgment"), duly executed by the relevant Pledged Limited Liability Company; and (xxvi) the chief executive office of such Pledgor is set forth on Annex I hereto or such other office as such Pledgor may establish in accordance with the terms of the Security Agreement. Each Pledgor covenants and agrees that it will defend the Pledgee’s 's right, title and security interest in and to the Securities and the proceeds thereof Collateral 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. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (i) Each Pledgor represents and represents, warrants and covenants that (a) as to itself and each of its Subsidiaries that: it is the legal, beneficial and record and beneficial owner of, and has good and marketable title to, all of its Collateral consisting of the Initial Pledged Securities and, when acquired by Partnership Interests and Limited Liability Company Interests and that it has sufficient interest in all of its Collateral in which a security interest is purported to be created hereunder for such Pledgor, all Additional Pledged Securitiessecurity interest to attach (subject, in each case, subject to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the Lien liens and security interests created by this Agreement and Liens or permitted under Section 8.1 of the Credit AgreementSecured Debt Agreements); (b) it has full corporate power, authority and legal right to pledge all the Pledged SecuritiesCollateral pledged by it pursuant to this Agreement; (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 against such Pledgor in accordance with its terms, except to the extent that the enforceability hereof thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights generally and by general 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 extent already obtained or made on or prior to the Effective Datemade, no material orderconsent of any other party (including, without limitation, any stockholder, partner, member or creditor of such Pledgor or any of its Subsidiaries) and no consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection with, with (ia) the execution and execution, delivery or performance of this Agreement or the performance of the obligations hereunderby such Pledgor, (iib) the validity or enforceability of this Agreement against such PledgorPledgor (except as set forth in clause (iii) above), (iiic) the perfection or enforceability of the Pledgee’s security interest in the such Pledgor’s Collateral or (ivd) except for compliance with or as may be required by applicable securities laws and the applicable UCClaws, the exercise by the Pledgee of any of its rights or remedies provided herein; providedneither the execution, however, that notwithstanding anything in this Agreement delivery 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 performance by such Pledgor of this Agreement or any other Secured Debt Agreement to which it is a party, nor compliance by it with the terms and provisions hereof and thereof nor the performance consummation of such Pledgor’s obligations hereunder do not the transactions contemplated therein: (i) will contravene any provision of any Requirement applicable law, statute, rule or regulation, or any applicable order, writ, injunction or decree of Law any court, arbitrator or governmental instrumentality, domestic or foreign, applicable to such Pledgor, ; (ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documentsthis Agreement) upon any of the property properties or assets of such Pledgor or any of its Subsidiaries pursuant to the terms of any Contractual Obligation indenture, lease, mortgage, deed of trust, credit agreement, loan agreement or any other material agreement, contract or other instrument to which such Pledgor or any of its Subsidiaries is a party or is otherwise bound, or by which it or any of its property properties or assets is bound except for such contraventions, conflicts, breaches or defaults that would not to which it may be reasonably likely to have a Material Adverse Effect, subject; or (iii) will violate any provision of the certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of formation or limited liability company agreement (or equivalent organizational documents), as the case may be, of such Pledgor or any Organizational Document of its Subsidiaries; all of such Pledgor, (iv) require any approval ’s Collateral consisting of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given Limited Liability Company Interests and except as set forth on Schedule 6.3 to the Credit Agreement; (f) all the shares of the Pledged Securities of any corporation have Partnership Interests has been duly and validly issued, are is fully paid, as applicable, paid and non-assessable and are transferable and is subject to no options to purchase or similar rights (except, in each case, pursuant to a transaction permitted by rights; none of the Credit Agreement or as otherwise permitted by the Credit Agreement and except for any restriction existing or arising as a result Collateral consists of a Requirement of Law)Securities; and (g) the pledge and collateral assignment and delivery all of the Pledged Securities (other than uncertificated Securities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) 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 SecuritiesCollateral constitutes General Intangibles. Each Pledgor covenants and agrees that it will defend the Pledgee’s right, title and security interest in and to the Securities such Pledgor’s Collateral and the proceeds thereof against the claims and demands of all persons whomsoever; and such 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 by such Pledgor as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditors. Each Pledgor further represents covenants and warrants agrees that on the date hereof: (a) the Securities held by such Pledgor consist it will take no action which would violate any of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect terms of any such SecuritiesSecured Debt Agreement.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, and has good and marketable title to, all the Initial Pledged Securities and, when acquired pledged by such Pledgor, all Additional Pledged Securities, in each caseit hereunder, subject to no Lien (except the Lien created by this Agreement and Liens permitted under Section 8.1 of the Credit Agreementother Permitted Liens); (bii) it has full corporate power, authority and legal right to pledge all the Pledged SecuritiesSecurities pledged by it pursuant to this Agreement; (ciii) 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 thereof 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); (div) except as set forth on Schedule 6.4 to the Credit Agreementno consent of any other party (including, except for filings necessary to create without limitation, any stockholder or perfect security interests in the Collateralcreditor of such Pledgor or any of its Subsidiaries) and no consent, and license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with (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 bymade), any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, (i) the execution and delivery or performance of this Agreement or the performance of the obligations hereunderAgreement, (ii) the validity or enforceability of this Agreement against such PledgorAgreement, (iii) the perfection or enforceability of the Pledgee’s 's security interest in the Collateral or (iv) except for compliance with or as may be required by applicable securities laws and the applicable UCClaws, the exercise by the Pledgee of any of its rights or remedies provided herein; provided(v) the execution, however, that notwithstanding anything in delivery and performance of 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 will not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the certificate of incorporation or by-laws (iior equivalent organizational documents) conflict with of such Pledgor or result in of any breach ofsecurities issued by such Pledgor or any of its Subsidiaries, or constitute a default underof any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material agreement, contract, or instrument to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (fvi) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights rights; (exceptvii) each of the Pledged Notes constitutes, in each case, pursuant to a transaction permitted or when executed by the Credit Agreement obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or as otherwise permitted other similar laws generally affecting creditors' rights and by the Credit Agreement and except for any restriction existing equitable principles (regardless of whether enforcement is sought in equity or arising as a result of a Requirement of Lawat law); and (gviii) the pledge and collateral pledge, assignment and delivery to the Pledgee of the Pledged Securities (other than uncertificated Securitiessecurities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) or to any agreement purporting to grant to any third party a Lien on the property or assets of such the Pledgor which would include the Securities. Each Pledgor covenants and agrees that it will defend the Pledgee’s 's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoeverwhomsoever in accordance with the Credit Documents; 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 Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, and has good title to, of all the Initial Pledged Securities and, when acquired and Pledged Partnership Interests pledged by such Pledgor, all Additional Pledged Securities, in each caseit hereunder, subject to no Lien (except the Lien created by this Agreement and Liens permitted under Section 8.1 of the Credit Agreementany Permitted Liens); (bii) it has full corporate power, authority and legal right to pledge all the Pledged SecuritiesSecurities and Pledged Partnership Interests pledged by it pursuant to this Agreement; (ciii) 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, 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); (div) 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 otained by the Effective DatePledgors as of the date hereof, no material orderconsent of any other party (including, without limitation, any stockholder, partner or creditor of such Pledgor or any of its Subsidiaries or any Pledged Partnership) and no consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, (i) the execution and delivery or performance of this Agreement or the performance of the obligations hereunderAgreement, (ii) the validity or enforceability of this Agreement against such PledgorAgreement, (iii) the perfection or enforceability of the Pledgee’s 's security interest in the Collateral or (iv) or, except for compliance with or as may be required by applicable securities laws and the applicable UCClaws, the exercise by the Pledgee of any of its rights or remedies provided herein; provided(v) the execution, however, that notwithstanding anything in delivery and performance of 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 will not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the certificate of incorporation or by-laws (iior equivalent organizational documents) conflict with of such Pledgor or result in of any breach ofsecurities issued by such Pledgor or any of its Subsidiaries, or constitute of any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries is a default under, party or which purports to be binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (fvi) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights rights; (exceptvii) each of the Intercompany Notes constituting Pledged Notes constitutes, in each case, pursuant to a transaction permitted or when executed by the Credit Agreement obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or as otherwise permitted other similar laws generally affecting creditors' rights and by the Credit Agreement and except for any restriction existing equitable principles (regardless of whether enforcement is sought in equity or arising as a result of a Requirement of Lawat law); and (gviii) the pledge and collateral pledge, assignment and delivery to the Pledgee of the Pledged Securities (other than uncertificated Securitiessecurities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) or to any agreement purporting to grant to any third party a Lien on the property Securities; (ix) each such Pledged Partnership Interest has been validly acquired and is fully paid for (to the extent applicable) and is duly and validly pledged hereunder; (x) each general or assets limited partnership agreement delivered to the Pledgee is an original signed counterpart (or a copy thereof) of the complete and entire such partnership agreement in effect on the date hereof; (xi) each partnership agreement is the legal, valid and binding obligation of each Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof 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); (xii) no Pledgor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any general or limited partnership agreement to which such Pledgor is a party, and no Pledgor is in violation of any other material provisions of any partnership agreement to which such Pledgor is a party, or otherwise in default or violation thereunder; (xiii) no Pledged Partnership Interest is, to the knowledge of such Pledgor (but only in the case of a partnership which would include is not a Subsidiary of such Pledgor), subject to any defense, offset or counterclaim, nor have any of the Securitiesforegoing been asserted or alleged against such Pledgor by any Person with respect thereto; (xiv) the pledge and assignment of the Pledged Partnership Interests pursuant to this Agreement, together with the relevant filings or recordings under the UCC (which filings and recordings have been or will be made), creates a valid, perfected and continuing first priority security interest in such Partnership Interests 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 such Partnership Interests; (xv) there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral and such Pledgor will not, without the prior written consent of the Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party; (xvi) each Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; (xvii) each Pledgor shall deliver to the Pledgee a copy of each other demand, notice or document received by it which may adversely affect the Pledgee's interest in the Collateral promptly upon, but in any event within 10 days after, such Pledgor's receipt thereof; (xviii) a notice in the form set forth in Annex D attached hereto and by this reference made a part hereof (such notice the "Partnership Notice"), appropriately completed, notifying each Pledged Partnership of the existence of this Agreement and a certified copy of this Agreement have been delivered by each Pledgor to the relevant Pledged Partnership, and each such Pledgor has received and delivered to the Collateral Agent an acknowledgment in the form set forth in Annex E attached hereto (such acknowledgement, the "Partnership Acknowledgement"), duly executed by the relevant Pledged Partnership; and (xix) the chief executive office of such Pledgor is set forth on Annex F hereto or such other office as such Pledgor may establish in accordance with the terms of the Security Agreement. Each Pledgor covenants and agrees that it will defend the Pledgee’s 's right, title and security interest in and to the Securities and the proceeds thereof Collateral 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. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 1 contract
Samples: Pledge Agreement (Universal Compression Holdings Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, of and has good and marketable title to, to all the Initial Pledged Securities and, when acquired pledged by such Pledgor, all Additional Pledged Securities, in each caseit hereunder, subject to no Lien (except the Lien created by this Agreement and Liens permitted under Section 8.1 of the Credit Agreement); (bii) it has full corporate power, authority and legal right to pledge all the Pledged SecuritiesSecurities pledged by it pursuant to this Agreement; (ciii) 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, 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); (div) 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 by the Pledgors as of the date hereof and which remain in full force and effect on or prior to the Effective Datedate hereof, no material orderconsent of any other party (including, without limitation, any stockholder, member, partner or creditor of such Pledgor or any of its Subsidiaries or any Pledged Entity) and no consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, (i) the execution and delivery or performance of this Agreement or the performance of the obligations hereunderAgreement, (ii) the validity or enforceability enforce ability of this Agreement against such PledgorAgreement, (iii) the perfection or enforceability of the Pledgee’s 's security interest in the Collateral or (iv) or, except for compliance with or as may be required by applicable securities laws and the applicable UCClaws, the exercise by the Pledgee of any of its rights or remedies provided herein; provided(v) the execution, however, that notwithstanding anything in delivery and performance of 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 will not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the certificate or articles of incorporation or by-laws (iior equivalent organizational documents) conflict with of such Pledgor or result in of any breach ofsecurities issued by such Pledgor or any of its Subsidiaries, or constitute of any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries is a default under, party or which purports to be binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (fvi) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights rights; (exceptvii) each of the Pledged Notes constitutes, in each case, pursuant to a transaction permitted or when executed by the Credit Agreement obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or as otherwise permitted other similar laws generally affecting creditors' rights and by the Credit Agreement and except for any restriction existing equitable principles (regardless of whether enforcement is sought in equity or arising as a result of a Requirement of Lawat law); and (gviii) the pledge and collateral pledge, assignment and delivery to the Pledgee of the Pledged Securities (other than uncertificated Securitiessecurities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) 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; (ix) each Pledged Partnership Interest and Pledged Membership Interest has been validly acquired and is fully paid for (to the extent applicable) and is duly and validly pledged hereunder; (x) each general or limited partnership agreement and limited liability company agreement delivered to the Pledgee in respect of any Pledged Entity is an original signed counterpart (or a copy thereof) of the complete and entire such agreement in effect on the date hereof; (xi) each partnership agreement and limited liability company agreement in respect of any Pledged Entity is the legal, valid and binding obligation of each Pledgor, and to each Pledgor's knowledge, the other parties thereto, enforceable in accordance with its terms and, together with this Agreement, contains the entire agreement between the Pledgors relating to the subject matter thereof; (xii) no Pledgor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any general or limited partnership agreement or limited liability company agreement in respect of any Pledged Entity to which such Pledgor is a party, and no Pledgor is in violation of any other material provisions of any such partnership agreement or limited liability company agreement to which such Pledgor is a party, or otherwise in default or violation thereunder; (xiii) no Pledged Partnership Interest or Pledged Membership Interest is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any Person with respect thereto; (xiv) the pledge and assignment of the Pledged Partnership Interests and Pledged Membership Interests pursuant to this Agreement, together with the relevant filings or recordings under the UCC (which filings and recordings have been or will be made), creates a valid, perfected and continuing first priority security interest in such Partnership Interests and Membership Interests 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 such Pledgor which would include the SecuritiesCollateral; (xv) there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral and such Pledgor will not, without the prior written consent of the Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party; (xvi) each Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; (xvii) each Pledgor shall deliver to the Pledgee a copy of each other demand, notice or document received by it which may adversely affect the Pledgee's interest in the Collateral promptly upon, but in any event within 10 days after, such Pledgor's receipt thereof; (xviii) no Pledgor shall withdraw as a partner of any Pledged Partnership or member of any Pledged LLC, or file or pursue or take any action which may, directly or indirectly, cause a dissolution or liquidation of or with respect to any Pledged Entity or seek a partition of any property of any Pledged Entity, except as permitted by the Credit Agreement; (xix) a notice in the form set forth in Annex E attached hereto and by this reference made a part hereof (such notice the "Pledge Notice"), appropriately completed, notifying each Pledged Entity of the existence of this Agreement and a certified copy of this Agreement have been delivered by each Pledgor to the relevant Pledged Entity, and each such Pledgor has received and delivered to the Collateral Agent an acknowledgment in the form set forth in Annex F attached hereto (such acknowledgement, the "Pledge Acknowledgement"), duly executed by the relevant Pledged Entity; (xx) the chief executive office and principal place of business of such Pledgor and the sole location where the records of such Pledgor with respect to any Pledged Partnership Interests and Pledged Membership Interests are kept are located at the address set forth for such Pledgor on Annex G hereto, and such Pledgor shall not move its chief executive office, principal place of business, or location of records unless (x) it shall have given to the Pledgee written notice thereof no later than 60 days thereafter, clearly describing such new location and providing such other information in connection therewith as the Pledgee may reasonably request and (y) with respect to such new location, it shall have taken all action, reasonably satisfactory to the Pledgee, to maintain the security interest of the Pledgee in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect; (xxi) such Pledgor shall not change its legal name as set forth on the signature pages hereto or assume or operate in any jurisdiction under any trade, fictitious or other name unless (x) it shall have given to the Pledgee written notice thereof no later than 60 days thereafter, clearly describing such new name and the jurisdictions in which such new name shall be used and providing such other information in connection therewith as the Pledgee may reasonably request and (y) with respect to such new name, it shall have taken all action, reasonably satisfactory to the Pledgee, to maintain the security interest of the Pledgee in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect; and (xxii) all filings, registrations and recordings necessary or appropriate to create, preserve, protect and perfect the security interest granted by such 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 constitutes 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, prior ities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests. Each Pledgor covenants and agrees that it will defend the Pledgee’s 's right, title and security interest in and to the Securities and the proceeds thereof Collateral 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. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 1 contract
Samples: Credit Agreement (Sitel Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, and has good title to, of all the Initial Pledged Securities and, when acquired and Pledged Partnership Interests pledged by such Pledgor, all Additional Pledged Securities, in each caseit hereunder, subject to no Lien (except the Lien created by this Agreement and Liens permitted under Section 8.1 and, in the case of the Credit AgreementPledged Partnership Interests, other Permitted Liens); (bii) it has full corporate power, authority and legal right to pledge all the Pledged SecuritiesSecurities and Pledged Partnership Interests pledged by it pursuant to this Agreement; (ciii) 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, 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); (div) 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 by the Effective DatePledgors as of the date hereof, no material orderconsent of any other party (including, without limitation, any stockholder, partner or creditor of such Pledgor or any of its Subsidiaries or any Pledged Partnership) and no consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, (i) the execution and delivery or performance of this Agreement or the performance of the obligations hereunderAgreement, (ii) the validity or enforceability of this Agreement against such PledgorAgreement, (iii) the perfection or enforceability of the Pledgee’s 's security interest in the Collateral or (iv) or, except for compliance with or as may be required by applicable securities laws securities, antitrust and the applicable UCCsecurity clearance laws, the exercise by the Pledgee of any of its rights or remedies provided herein; provided(v) the execution, however, that notwithstanding anything in delivery and performance of 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 will not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the certificate of incorporation or by-laws (iior equivalent organizational documents) conflict with of such Pledgor or result in of any breach ofsecurities issued by such Pledgor or any of its Subsidiaries, or constitute of any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries is a default under, party or which purports to be binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (fvi) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights rights; (exceptvii) each of the Intercompany Notes constitutes, in each case, pursuant to a transaction permitted or when executed by the Credit Agreement obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or as otherwise permitted other similar laws generally affecting creditors' rights and by the Credit Agreement and except for any restriction existing equitable principles (regardless of whether enforcement is sought in equity or arising as a result of a Requirement of Lawat law); and (gviii) the pledge and collateral pledge, assignment and delivery to the Pledgee of the Pledged Securities (other than uncertificated Securitiessecurities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) 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; (ix) each such Pledged Partnership Interest has been validly acquired and is fully paid for (to the extent applicable) and is duly and validly pledged hereunder; (x) each general or limited partnership agreement delivered to the Pledgee is an original signed counterpart (or a copy thereof) of the complete and entire such partnership agreement in effect on the date hereof; (xi) each partnership agreement is the legal, valid and binding obligation of each Pledgor, enforceable in accordance with its terms; (xii) the pledge and assignment of the Pledged Partnership Interests pursuant to this Agreement, together with the relevant filings or recordings under the UCC (which filings and recordings have been or will be made), creates a valid, perfected and continuing first priority security interest in such Partnership Interests 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 such Pledgor which would include the SecuritiesCollateral; (xiii) there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral and such Pledgor will not, without the prior written consent of the Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party; (xiv) each Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; (xv) each Pledgor shall deliver to the Pledgee a copy of each other demand, notice or document received by it which may adversely affect the Pledgee's interest in the Collateral promptly upon, but in any event within 10 days after, such Pledgor's receipt thereof; (xvi) a notice in the form set forth in Annex D attached hereto and by this reference made a part hereof (such notice the "Partnership Notice"), appropriately completed, notifying each Pledged Partnership of the existence of this Agreement and a certified copy of this Agreement have been delivered by each Pledgor to the relevant Pledged Partnership, and to the extent obtainable by commercially reasonable efforts, each such Pledgor has received and delivered to the Collateral Agent an acknowledgment in the form set forth in Annex E attached hereto (such acknowledgment, the "Partnership Acknowledgment"), duly executed by the relevant Pledged Partnership; and (xvii) the chief executive office of such Pledgor is set forth on Annex F hereto or such other office as such Pledgor may establish in accordance with the terms of the Security Agreement. Each Pledgor covenants and agrees that it will defend the Pledgee’s 's right, title and security interest in and to the Securities and the proceeds thereof Collateral 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. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 1 contract
Samples: Pledge Agreement (Scot Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, of and has good and marketable title to, to all the Initial Pledged Securities and, when acquired pledged by such Pledgor, all Additional Pledged Securities, in each caseit hereunder, subject to no Lien (except the Lien created by this Agreement and Liens permitted under Section 8.1 of the Credit Agreement); (bii) it has full corporate power, authority and legal right to pledge all the Pledged SecuritiesSecurities pledged by it pursuant to this Agreement; (ciii) 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, 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); (div) 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 by the Pledgors as of the date hereof and which remain in full force and effect on or prior to the Effective Datedate hereof, no material orderconsent of any other party (including, without limitation, any stockholder, member, partner or creditor of such Pledgor or any of its Subsidiaries or any Pledged Entity) and no consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, (i) the execution and delivery or performance of this Agreement or the performance of the obligations hereunderAgreement, (ii) the validity or enforceability of this Agreement against such PledgorAgreement, (iii) the perfection or enforceability of the Pledgee’s 's security interest in the Collateral or (iv) or, except for compliance with or as may be required by applicable securities laws and the applicable UCClaws, the exercise by the Pledgee of any of its rights or remedies provided herein; provided(v) the execution, however, that notwithstanding anything in delivery and performance of 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 will not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the certificate or articles of incorporation or by-laws (iior equivalent organizational documents) conflict with of such Pledgor or result in of any breach ofsecurities issued by such Pledgor or any of its Subsidiaries, or constitute of any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries is a default under, party or which purports to be binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (fvi) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights rights; (exceptvii) each of the Pledged Notes constitutes, in each case, pursuant to a transaction permitted or when executed by the Credit Agreement obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms except to the extent that the enforceability -------------------------- * Deleted as executed. 14 140 EXHIBIT G* thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or as otherwise permitted other similar laws generally affecting creditors' rights and by the Credit Agreement and except for any restriction existing equitable principles (regardless of whether enforcement is sought in equity or arising as a result of a Requirement of Lawat law); and (gviii) the pledge and collateral pledge, assignment and delivery to the Pledgee of the Pledged Securities (other than uncertificated Securitiessecurities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) 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; (ix) each Pledged Partnership Interest and Pledged Membership Interest has been validly acquired and is fully paid for (to the extent applicable) and is duly and validly pledged hereunder; (x) each general or limited partnership agreement and limited liability company agreement delivered to the Pledgee in respect of any Pledged Entity is an original signed counterpart (or a copy thereof) of the complete and entire such agreement in effect on the date hereof; (xi) each partnership agreement and limited liability company agreement in respect of any Pledged Entity is the legal, valid and binding obligation of each Pledgor, and to each Pledgor's knowledge, the other parties thereto, enforceable in accordance with its terms and, together with this Agreement, contains the entire agreement between the Pledgors relating to the subject matter thereof; (xii) no Pledgor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any general or limited partnership agreement or limited liability company agreement in respect of any Pledged Entity to which such Pledgor is a party, and no Pledgor is in violation of any other material provisions of any such partnership agreement or limited liability company agreement to which such Pledgor is a party, or otherwise in default or violation thereunder; (xiii) no Pledged Partnership Interest or Pledged Membership Interest is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any Person with respect thereto; (xiv) the pledge and assignment of the Pledged Partnership Interests and Pledged Membership Interests pursuant to this Agreement, together with the relevant filings or recordings under the UCC (which filings and recordings have been or will be made), creates a valid, perfected and continuing first priority security interest in such Partnership Interests and Membership Interests 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 such Pledgor which would include the SecuritiesCollateral; (xv) there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral and such Pledgor will not, without the prior written consent of the Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party; (xvi) each Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; (xvii) each Pledgor shall deliver to the Pledgee a copy of each other demand, notice or document received by it which may adversely affect the Pledgee's interest in the Collateral promptly upon, but in any event within 10 days after, such Pledgor's receipt thereof; (xviii) no Pledgor shall withdraw as a partner of any Pledged Partnership or member of any Pledged LLC, or file or pursue or take any action which may, directly or indirectly, cause a dissolution or liquidation of or with respect to any Pledged Entity or seek a partition -------------------------- * Deleted as executed. 15 141 EXHIBIT G* of any property of any Pledged Entity, except as permitted by the Credit Agreement; (xix) a notice in the form set forth in Annex E attached hereto and by this reference made a part hereof (such notice the "Pledge Notice"), appropriately completed, notifying each Pledged Entity of the existence of this Agreement and a certified copy of this Agreement have been delivered by each Pledgor to the relevant Pledged Entity, and each such Pledgor has received and delivered to the Collateral Agent an acknowledgment in the form set forth in Annex F attached hereto (such acknowledgement, the "Pledge Acknowledgement"), duly executed by the relevant Pledged Entity; (xx) the chief executive office and principal place of business of such Pledgor and the sole location where the records of such Pledgor with respect to any Pledged Partnership Interests and Pledged Membership Interests are kept are located at the address set forth for such Pledgor on Annex G hereto, and such Pledgor shall not move its chief executive office, principal place of business, or location of records unless (x) it shall have given to the Pledgee written notice thereof no later than 60 days thereafter, clearly describing such new location and providing such other information in connection therewith as the Pledgee may reasonably request and (y) with respect to such new location, it shall have taken all action, reasonably satisfactory to the Pledgee, to maintain the security interest of the Pledgee in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect; (xxi) such Pledgor shall not change its legal name as set forth on the signature pages hereto or assume or operate in any jurisdiction under any trade, fictitious or other name unless (x) it shall have given to the Pledgee written notice thereof no later than 60 days thereafter, clearly describing such new name and the jurisdictions in which such new name shall be used and providing such other information in connection therewith as the Pledgee may reasonably request and (y) with respect to such new name, it shall have taken all action, reasonably satisfactory to the Pledgee, to maintain the security interest of the Pledgee in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect; and (xxii) all filings, registrations and recordings necessary or appropriate to create, preserve, protect and perfect the security interest granted by such 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 constitutes 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. Each Pledgor covenants and agrees that it will defend the Pledgee’s 's right, title and security interest in and to the Securities and the proceeds thereof Collateral 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. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each other party (including, without limitation, any stockholder or creditor of such Pledgor represents or any of its Subsidiaries) and warrants and covenants that (a) it is the legalno consent, record and beneficial owner license, permit, approval or authorization of, and has good title exemption by, notice or report to, all the Initial Pledged Securities andor registration, when acquired by such Pledgorfiling or declaration with, all Additional Pledged Securities, in each case, subject any governmental authority is required 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 be obtained 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, with (i) the execution and execution, delivery or performance of this Agreement or the performance of the obligations hereunderAgreement, (ii) the validity or enforceability of this Agreement against such PledgorAgreement, (iii) the perfection or enforceability of the Pledgee’s 's security interest in the Collateral or (iv) except for compliance with or as may be required by applicable securities laws and the applicable UCClaws, 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 execution, delivery and delivery performance of this Agreement by such Pledgor of this Agreement and the performance of such Pledgor’s obligations hereunder do does not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law applicable to 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 of such Pledgor, (ii) conflict with or result in of any breach ofsecurities issued by such Pledgor or any of its Subsidiaries, or constitute of any material mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a default under, 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 (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (f) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights rights; (exceptg) each of the Pledged Notes to the extent issued by Holdings or any of its Subsidiaries constitutes, in each case, pursuant to a transaction permitted or when executed by the Credit Agreement obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or as otherwise permitted other similar laws generally affecting creditors' rights and by the Credit Agreement and except for any restriction existing equitable principles (regardless of whether enforcement is sought in equity or arising as a result of a Requirement of Lawat law); and (gh) the pledge and pledge, collateral assignment and delivery to the Pledgee of the Pledged Securities (other than uncertificated Securitiessecurities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) 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 '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 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 Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and represents, warrants and covenants that (ai) it is the legal, record and beneficial owner of, of and has good and marketable title to, to all the Initial Pledged Securities and, when acquired pledged by such Pledgor, all Additional Pledged Securities, in each caseit hereunder, subject to no Lien (except the Lien created by this Agreement and Liens permitted under Section 8.1 of the Credit Agreement); (bii) it has full corporate power, authority and legal right to pledge all the Pledged SecuritiesSecurities pledged by it pursuant to this Agreement; (ciii) 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, 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); (div) 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 by the Pledgors as of the date hereof and which remain in full force and effect on or prior to the Effective Datedate hereof, no material orderconsent of any other party (including, without limitation, any stockholder, member, partner or creditor of such Pledgor or any of its Subsidiaries or any Pledged Entity) and no consent, approval, license, permit, approval or authorization or validation of, or filing, recording or registration with, or exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, governmental authority is required to authorize, or is required be obtained by such Pledgor in connection withwith the execution, (i) the execution and delivery or performance of this Agreement or the performance of the obligations hereunderAgreement, (ii) the validity or enforceability of this Agreement against such PledgorAgreement, (iii) the perfection or enforceability of the Pledgee’s 's security interest in the Collateral or (iv) or, except for compliance with or as may be required by applicable securities laws and the applicable UCClaws, the exercise by the Pledgee of any of its rights or remedies provided herein; provided(v) the execution, however, that notwithstanding anything in delivery and performance of 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 will not (i) contravene violate any provision of any Requirement applicable law or regulation or of Law any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the certificate or articles of incorporation or by-laws (iior equivalent organizational documents) conflict with of such Pledgor or result in of any breach ofsecurities issued by such Pledgor or any of its Subsidiaries, or constitute of any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries is a default under, party or which purports to be binding upon such Pledgor or any of its Subsidiaries 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 (except pursuant to the Security Documents) upon lien or encumbrance on any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such Pledgor, (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and Subsidiaries except as set forth on Schedule 6.3 to the Credit contemplated by this Agreement; (fvi) all the shares of the Pledged Securities of any corporation Stock have been duly and validly issued, are fully paid, as applicable, paid and non-assessable and are transferable and subject to no options to purchase or similar rights rights; (exceptvii) each of the Pledged Notes constitutes, in each case, pursuant to a transaction permitted or when executed by the Credit Agreement obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or as otherwise permitted other similar laws generally affecting creditors' rights and by the Credit Agreement and except for any restriction existing equitable principles (regardless of whether enforcement is sought in equity or arising as a result of a Requirement of Lawat law); and (gviii) the pledge and collateral pledge, assignment and delivery to the Pledgee of the Pledged Securities (other than uncertificated Securitiessecurities) pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) 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; (ix) each Pledged Partnership Interest and Pledged Membership Interest has been validly acquired and is fully paid for (to the extent applicable) and is duly and validly pledged hereunder; (x) each general or limited partnership agreement and limited liability company agreement delivered to the Pledgee in respect of any Pledged Entity is an original signed counterpart (or a copy thereof) of the complete and entire such agreement in effect on the date hereof; (xi) each partnership agreement and limited liability company agreement in respect of any Pledged Entity is the legal, valid and binding obligation of each Pledgor, and to each Pledgor's knowledge, the other parties thereto, enforceable in accordance with its terms and, together with this Agreement, contains the entire agreement between the Pledgors relating to the subject matter thereof; (xii) no Pledgor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any general or limited partnership agreement or limited liability company agreement in respect of any Pledged Entity to which such Pledgor is a party, and no Pledgor is in violation of any other material provisions of any such partnership agreement or limited liability company agreement to which such Pledgor is a party, or otherwise in default or violation thereunder; (xiii) no Pledged Partnership Interest or Pledged Membership Interest is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any Person with respect thereto; (xiv) the pledge and assignment of the Pledged Partnership Interests and Pledged Membership Interests pursuant to this Agreement, together with the relevant filings or recordings under the Uniform Commercial Code (which filings and recordings have been or will be made), creates a valid, perfected and continuing first priority security interest in such Partnership Interests and Membership Interests 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 such Pledgor which would include the SecuritiesCollateral; (xv) there are no currently effective financing statements under the Uniform Commercial Code covering any property which is now or hereafter may be included in the Collateral and such Pledgor will not, without the prior written consent of the Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party; (xvi) each Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; (xvii) each Pledgor shall deliver to the Pledgee a copy of each other demand, notice or document received by it which may adversely affect the Pledgee's interest in the Collateral promptly upon, but in any event within 10 days after, such Pledgor's receipt thereof; (xviii) no Pledgor shall withdraw as a partner of any Pledged Partnership or member of any Pledged LLC, or file or pursue or take any action which may, directly or indirectly, cause a dissolution or liquidation of or with respect to any Pledged Entity or seek a partition of any property of any Pledged Entity, except as permitted by the Credit Agreement; (xix) a notice in the form set forth in Annex E attached hereto and by this reference made a part hereof (such notice the "Pledge Notice"), appropriately completed, notifying each Pledged Entity of the existence of this Agreement and a certified copy of this Agreement have been delivered by each Pledgor to the relevant Pledged Entity, and each such Pledgor has received and delivered to the Collateral Agent an acknowledgment in the form set forth in Annex F attached hereto (such acknowledgment, the "Pledge Acknowledgment"), duly executed by the relevant Pledged Entity; (xx) the chief executive office and principal place of business of such Pledgor and the sole location where the records of such Pledgor with respect to any Pledged Partnership Interests and Pledged Membership Interests are kept are located at the address set forth for such Pledgor on Annex G hereto, and such Pledgor shall not move its chief executive office, principal place of business, or location of records unless (x) it shall have given to the Pledgee no less than 30 days prior written notice of its intention to do so clearly describing such new location and providing such other information in connection therewith as the Pledgee may reasonably request and (y) with respect to such new location, it shall have taken all action, reasonably satisfactory to the Pledgee, to maintain the security interest of the Pledgee in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect; (xxi) such Pledgor shall not change its legal name as set forth on the signature pages hereto or assume or operate in any jurisdiction under any trade, fictitious or other name unless (x) it shall have given to the Pledgee no less than 30 days prior written notice of its intention to do so clearly describing such new name and the jurisdictions in which such new name shall be used and providing such other information in connection therewith as the Pledgee may reasonably request and (y) with respect to such new name, it shall have taken all action, reasonably satisfactory to the Pledgee, to maintain the security interest of the Pledgee in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect; and (xxii) all filings, registrations and recordings necessary or appropriate to create, preserve, protect and perfect the security interest granted by such Pledgor to the Pledgee hereby in respect of the Collateral have been, or promptly will be, accomplished and the security interest granted to the Pledgee pursuant to this Agreement in and to the Collateral constitutes 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 perfect security interests. Each Pledgor covenants and agrees that it will defend the Pledgee’s 's right, title and security interest in and to the Securities and the proceeds thereof Collateral 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. Each Pledgor further represents and warrants that on the date hereof: (a) the Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Securities.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents and warrants and covenants as of the date hereof that (a) it is the legal, record and beneficial owner of, and has good title to, all the Initial Pledged Securities and, when acquired owned 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 AgreementPermitted Liens); (b) it has full corporate power, authority and legal right to pledge all the Initial Pledged SecuritiesSecurities owned by such Pledgor; (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, Agreement and 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 ClosingFifth Amendment Effective Date, and except where the failure to obtain the same would not reasonably be expected to have a Material Adverse Effect, no material order, consent, approval, license, authorization or validation of, or filing, recording or registration withwith (except as have been obtained or made on or prior to the ClosingFifth Amendment Effective Date and except for any reports required to be filed by Company or any of its Subsidiaries with the SEC), or exemption by, any Governmental Authority, is required to authorize, or is required in connection with, (i) the execution and delivery of this Agreement by such Pledgor or the performance by such Pledgor of the its 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 owned by such Pledgor 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 PledgorPledgor except for such contraventions that would not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in any breach of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of such Pledgor pursuant to the terms of any Contractual Obligation to which such Pledgor is a party or by which it or any of its property or assets is bound except for such contraventions, conflicts, breaches or defaults that would not be reasonably likely to have a Material Adverse Effect, (iii) violate any provision of any Organizational Document of such PledgorPledgor except for such violations that would not reasonably be expected to have a Material Adverse Effect, or (iv) require any approval of stockholders or (v) any material approval or consent of any Person (other than a Governmental Authority) except filings, consents, or notices which have been made, obtained or given and except as set forth on Schedule 6.3 to the Credit AgreementAgreement or except where the failure to obtain such approval or consent would not reasonably be expected to have a Material Adverse Effect; (f) all the shares of the Initial Pledged Securities consisting of any shares of any corporation owned by such Pledgor have been duly and validly issued, are fully paid, as applicable, and non-assessable and are transferable and subject to no options to purchase or similar rights (except, in each case, pursuant to a transaction permitted by the Credit Agreement or as otherwise permitted by the Credit Agreement and except for any restriction existing or arising as a result of a Requirement of Law); and (g) the pledge and collateral assignment and delivery of the Initial Pledged Securities (other than uncertificated SecuritiesPledged Securities and other than Pledged Securities of Foreign Subsidiaries pledged pursuant to another Loan Document) by such Pledgor pursuant to this Agreement (to the extent that delivery has been made) creates a valid and perfected first priority Lien in the such Pledged Securities, and the proceeds thereof, under the UCC, subject to no other Lien (except for Permitted Liens) or to any agreement purporting to grant to any third party a Lien (except for Permitted Liens) on the property or assets of such Pledgor which would include the such Pledged Securities. Each Pledgor covenants and agrees that (a) for any Pledged Securities, solely for the period commencing on the date such Pledgor acquires such Pledged Securities and ending on the date that such Pledgor ceases to own such Pledged Securities (to the extent not restricted by the Credit Agreement), it shall be the legal, record and beneficial owner of, and have good title to, such Pledged Securities, subject to no Lien (except the Lien created by this Agreement and Permitted Liens); and (b) it will defend the Pledgee’s right, title and security interest in and to the Pledged Securities owned by such Pledgor and 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 Secured Creditors. Each Pledgor further represents and warrants that on the date hereof: (a) the Pledged Securities held by such Pledgor consist of the number and type of Capital Stock as described in Annex A hereto; (b) such Pledged Securities constitute that percentage of the issued and outstanding Capital Stock of the issuing Subsidiary as is set forth in Annex A hereto; and (c) such Pledgor is the holder of record and sole beneficial owner of the Pledged Securities held by such Pledgor, and there exist no options or preemption rights in respect of any such Pledged Securities.
Appears in 1 contract
Samples: Credit Agreement (BALL Corp)
