S REPRESENTATIONS AND WARRANTIES. The Debtor hereby represents and warrants to each Secured Party on the date hereof that: (a) this Agreement constitutes the legal, valid and binding obligations of the Debtor, and constitutes a valid first priority security interest under the Law, enforceable against the Debtor in accordance with its terms; (b) no event has occurred or circumstance exists which constitutes or with the giving of notice or lapse of time or both would constitute an Event of Default; (c) the Debtor and David Robson are the sole legal and the Debtor is txx xxxx xxxxficial owner of and has good title to the Collateral subject only to the rights granted in favour of the Secured Parties by this Agreement; (d) the Securities constitute the entire issued capital of the Company and have been duly authorised and validly issued and are fully paid; (e) the Collateral is free from all Encumbrances and rights of set-off other than those created by this Agreement in favour of the Secured Parties; (f) the Debtor has the necessary power to execute, deliver and perform its obligations under this Agreement; and the execution, delivery and performance by the Debtor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action; (g) all necessary authorisations or approvals or other actions by and notices or filings with any governmental authority, regulatory body or any other third party to enable the Debtor to execute, deliver and perform this Agreement and the perfection of the security interest created hereunder have been obtained and are, in full force and effect; (h) the execution, delivery and performance by the Debtor of this Agreement and the consummation by the Debtor of the transactions contemplated hereby do not: (i) require any consent or approval of any Person that has not been obtained and each such consent or approval that has been obtained is in full force and effect; (ii) violate any provision of the memorandum and articles of association of the Debtor; (iii) violate any provision of any statute, regulation, order, injunction or judgement applicable to each Debtor which violation could reasonably be expected to have a Material Adverse Effect; or (iv) violate, result in a breach of or constitute a default under any mortgage, indenture or any other material agreement to which the Debtor is a party or by which it or its property may be bound which violation or breach could reasonably be expected to have a Material Adverse Effect. (i) there are no actions, suits, litigation, administrative proceedings or other proceedings at law or in equity or by or before any governmental authority or arbitral tribunal now pending, or to the Knowledge of the Debtor, threatened against or affecting the Collateral which could reasonably be expected to have a Material Adverse Effect. 5 DEBTOR'S COVENANTS The Debtor covenants and undertakes to the Secured Parties that: (a) contemporaneously with the execution and delivery of this Agreement and otherwise from time to time and if and when the Required Holders shall require, it shall deliver to the Security Agent, or to its order for the rateable benefit of the Secured Parties: (i) certificates of title in respect of the Securities, together with undated and signed duly completed stock transfer forms with the consideration left blank and all related declarations of nomineeship/trust in favour of the Secured Parties (if any); (ii) such other documents as the Required Holders shall acting reasonably require to protect, maintain or enforce their security interest or security interests granted hereby; and (iii) at any time following the occurrence of an Event of Default do all other acts and things as the Required Holders may acting reasonably require in order to transfer title of the Collateral or any part of it into the name of the Security Agent or the name of its nominees; (b) it will promptly pay all payments to be made or becoming due and discharge any lien which may arise on any of the Securities; (c) any of the Collateral not held by the Security Agent (or its nominees) shall be held on trust for and to the Secured Parties' order or otherwise as the Required Holders may require from time to time; (d) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived, and if and when the Required Holders shall require, distributions, dividends, interest or other income declared or payable on any of the Securities shall be paid or assigned to the Security Agent for the rateable benefit of the Secured Parties which it shall then be entitled to apply as though they were proceeds of sale or application provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to receive and retain all distributions, dividends, interest or other income declared or payable on any of the Securities; (e) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived the Security Agent will forthwith exercise all voting, consensual and other powers and rights attaching to the Securities in such manner as the Required Holders may direct from time to time and, in the absence of such direction, only with the object of preserving or enhancing the value of the Securities provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to exercise all voting, consensual and other powers and rights attaching to the Securities; (f) immediately upon receipt of any report, accounts, circular, offer or notice received by the Debtor (or, as the case may be, its nominee) in respect of, or which may affect, the Securities, it shall deliver a copy to the Security Agent with notice that it relates to this Agreement; (g) it will not unless authorised in writing by the Required Holders: (i) except as set out in this Agreement or the Note Purchase Agreement to any extent sell, assign, grant any option with respect to or otherwise dispose of or create an Encumbrance over or agree to any extent to sell, assign, grant any option with respect to, dispose of or encumber the Collateral; or (ii) negotiate, settle or waive any claim for loss, damage or other compensation affecting the Collateral; (h) it will do everything in its power to prevent any person from becoming entitled to claim any right over the Collateral; (i) it will do or cause to be done everything necessary to help the Security Agent to: (i) confirm or protect the interest of the Secured Parties in the Collateral; and (ii) exercise any of its or the Secured Parties ' rights under this Agreement. (j) it will charge in favour of the Secured Parties, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of the Company not otherwise hereby charged.
Appears in 1 contract
S REPRESENTATIONS AND WARRANTIES. The Debtor Retrack, as a material consideration and in order to induce the Trust and Xxxxx to enter into this Agreement hereby certifies, represents and warrants to each Secured Party on the Trust and Xxxxx as of the date hereof thatas follows:
(a) this Agreement constitutes Retrack is the legal, valid sole and binding obligations lawful owner of the DebtorSyringe Technology and the Patents and, on or before October 1, 1999, shall have sole possession of and constitutes a valid first priority security interest under good, indefeasible title to the LawSyringe Technology and the Patents free and clear of all claims, enforceable against liens, encumbrances, leases, licenses and agreements of any kind and shall own all rights and interests appurtenant to the Debtor Syringe Technology and the Patents including, without limitation, any trademark rights of any kind relating thereto or any derivative thereof (whether filed of public record or acquired by prior usage) in accordance with its termsany state or federal statute or common law;
(b) no event has occurred or circumstance exists which constitutes or with The execution of this Agreement, and all of Retrack's covenants and obligations contained herein including, without limitation, the giving issuance of notice or lapse shares of time or both would constitute an Event of Default;
(c) the Debtor and David Robson are the sole legal and the Debtor is txx xxxx xxxxficial owner of and has good title Retrack stock to the Collateral subject only to the rights granted in favour of the Secured Parties by this Agreement;
(d) the Securities constitute the entire issued capital of the Company and have been duly authorised and validly issued and are fully paid;
(e) the Collateral is free from all Encumbrances and rights of set-off other than those created by this Agreement in favour of the Secured Parties;
(f) the Debtor has the necessary power to execute, deliver and perform its obligations under this Agreement; and the execution, delivery and performance by the Debtor of this Agreement and the consummation of the transactions contemplated hereby Trust and/or Xxxxx have been duly authorized by requisite corporate action and shareholder approval and are enforceable and binding against Retrack in all necessary corporate action;
(g) all necessary authorisations or approvals or other actions by and notices or filings with any governmental authorityrespects. Further, regulatory body or any other third party to enable the Debtor to execute, deliver and perform this Agreement and the perfection of the security interest created hereunder have been obtained and are, in full force and effect;
(h) the execution, delivery and performance by the Debtor of this Agreement and the consummation by the Debtor of the transactions contemplated hereby do not:
(i) require any consent or approval of any Person that has not been obtained and each such consent or approval that has been obtained is in full force and effect;
(ii) violate any provision of the memorandum and articles of association of the Debtor;
(iii) violate any provision of any statute, regulation, order, injunction or judgement applicable to each Debtor which violation could reasonably be expected to have a Material Adverse Effect; or
(iv) violate, result in a breach of or constitute a default under any mortgage, indenture or any other material agreement to which the Debtor is a party or by which it or its property may be bound which violation or breach could reasonably be expected to have a Material Adverse Effect.
(i) there are no actions, suits, litigation, administrative proceedings or other proceedings at law or in equity or by or before any governmental authority or arbitral tribunal now pending, or to the Knowledge of the Debtor, threatened against or affecting the Collateral which could reasonably be expected to have a Material Adverse Effect. 5 DEBTOR'S COVENANTS The Debtor covenants and undertakes to the Secured Parties that:
(a) contemporaneously with the execution and delivery of this Agreement and otherwise from time does not constitute a violation or breach by Retrack of it Articles of Incorporation, bylaws or any provision of any agreement or other instrument to time and if and when the Required Holders shall require, it shall deliver to the Security Agent, which Retrack is a party or to its order for which Retrack may be subject although not a party, and will not result in or constitute a violation or breach of any judgment, order, writ, junction or decree issued against or binding upon Retrack, the rateable benefit of the Secured Parties:
(i) certificates of title in respect of the Securities, together with undated and signed duly completed stock transfer forms with the consideration left blank and all related declarations of nomineeship/trust in favour of the Secured Parties (if any);
(ii) such other documents as the Required Holders shall acting reasonably require to protect, maintain or enforce their security interest or security interests granted hereby; and
(iii) at any time following the occurrence of an Event of Default do all other acts and things as the Required Holders may acting reasonably require in order to transfer title of the Collateral or any part of it into the name of the Security Agent Syringe Technology or the name of its nominees;
(b) it will promptly pay all payments to be made or becoming due and discharge any lien which may arise on any of the SecuritiesPatents;
(c) No person, firm or entity has any of the Collateral not held by the Security Agent (right or its nominees) shall be held on trust for interest in and to the Secured Parties' order Syringe Technology or otherwise as the Required Holders may require from time Patents which right or interest is superior or greater to timethat of Retrack;
(d) at any time after Retrack is currently negotiating in good faith with potential underwriters and is using its best efforts to facilitate and successfully complete the occurrence of an Event of Default which is thereafter continuing unremedied and unwaivedOffering on or before April 1, and if and when the Required Holders shall require, distributions, dividends, interest or other income declared or payable on any of the Securities shall be paid or assigned to the Security Agent for the rateable benefit of the Secured Parties which it shall then be entitled to apply as though they were proceeds of sale or application provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to receive and retain all distributions, dividends, interest or other income declared or payable on any of the Securities2000;
(e) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived the Security Agent will forthwith exercise all voting, consensual and other powers and rights attaching Except for those matters expressly disclosed to the Securities Trust and Xxxxx in such manner as writing prior to the Required Holders may direct from time date hereof, there is no action, suit, proceeding or claim affecting the Syringe Technology or the Patents, or any rights or interests appurtenant thereto, nor affecting Retrack and relating to time andthe ownership, in the absence of such direction, only with the object of preserving use or enhancing the value enjoyment of the Securities providedSyringe Technology or the Patents pending or being prosecuted in any court or by or before any federal, howeverstate, until the occurrence of an Event of Default which county or municipal department, commission, board, bureau or agency or other governmental entity nor is continuingany such action, Debtor shall be entitled to exercise all votingsuit, consensual and other powers and rights attaching to the Securities;proceeding or claim threatened or asserted; and
(f) immediately upon receipt Retrack has, prior to and through the date hereof, secured, preserved and maintained the Syringe Technology and the Patents, including all registrations and qualifications that are necessary and proper or otherwise are required by law, to prevent the use of any report, accounts, circular, offer the Syringe Technology or notice received the Patents by third parties or the Debtor (or, as infringement of the case may be, its nominee) in respect ofSyringe Technology or the Patents by third parties, or which may affect, the Securities, it shall deliver a copy to the Security Agent with notice that it relates to this Agreement;
(g) it will not unless authorised in writing by the Required Holders:
(i) except as set out in this Agreement or the Note Purchase Agreement to any extent sell, assign, grant any option with respect to or otherwise dispose forfeiture of or create an Encumbrance over or agree to any extent to sell, assign, grant any option with respect to, dispose of or encumber the Collateral; or
(ii) negotiate, settle or waive any claim for loss, damage or other compensation affecting the Collateral;
(h) it will do everything in its power to prevent any person from becoming entitled to claim any right over the Collateral;
(i) it will do or cause to be done everything necessary to help the Security Agent to:
(i) confirm or protect the interest of the Secured Parties in the Collateral; and
(ii) exercise any of its or the Secured Parties ' rights under this Agreementsuch rights.
(j) it will charge in favour of the Secured Parties, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of the Company not otherwise hereby charged.
Appears in 1 contract
S REPRESENTATIONS AND WARRANTIES. The Debtor hereby represents and warrants to each Secured Party on the date hereof that:
(a) this Agreement constitutes the legal, valid and binding obligations of the Debtor, and constitutes a valid first priority security interest under the Law, enforceable against the Debtor in accordance with its terms;
(b) no event has occurred or circumstance exists which constitutes or with the giving of notice or lapse of time or both would constitute an Event of Default;
(c) the Debtor and David Robson are the sole legal and the Debtor is txx xxxx xxxxficial owner of and has good title to the Collateral subject only to the rights granted in favour of the Secured Parties by this Agreement;
(d) the Securities constitute the entire issued capital of the Company and have been duly authorised and validly issued and are fully paid;
(e) the Collateral is free from all Encumbrances and rights of set-off other than those created by this Agreement in favour of the Secured Parties;
(f) the Debtor has the necessary power to execute, deliver and perform its obligations under this Agreement; and the execution, delivery and performance by the Debtor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action;
(g) all necessary authorisations or approvals or other actions by and notices or filings with any governmental authority, regulatory body or any other third party to enable the Debtor to execute, deliver and perform this Agreement and the perfection of the security interest created hereunder have been obtained and are, are in full force and effect;
(h) the execution, delivery and performance by the Debtor of this Agreement and the consummation by the Debtor of the transactions contemplated hereby do not:
(i) require any consent or approval of any Person that has not been obtained and each such consent or approval that has been obtained is in full force and effect;
(ii) violate any provision of the memorandum and articles of association of the Debtor;
(iii) violate any provision of any statute, regulation, order, injunction or judgement judgment applicable to each Debtor which violation could reasonably be expected to have a Material Adverse Effect; or
(iv) violate, result in a breach of or constitute a default under any mortgage, indenture or any other material agreement to which the Debtor is a party or by which it or its property may be bound which violation or breach could reasonably be expected to have a Material Adverse Effect.
(i) there are no actions, suits, litigation, administrative proceedings or other proceedings at law or in equity or by or before any governmental authority or arbitral tribunal now pending, or to the Knowledge of the Debtor, threatened against or affecting the Collateral which could reasonably be expected to have a Material Adverse Effect. 5 DEBTOR'S COVENANTS The Debtor covenants and undertakes to the Secured Parties that:
(a) contemporaneously with the execution and delivery of this Agreement and otherwise from time to time and if and when the Required Holders shall require, it shall deliver to the Security Agent, or to its order for the rateable benefit of the Secured Parties:
(i) certificates of title in respect of the Securities, together with undated and signed duly completed stock transfer forms with the consideration txx xonsideration left blank and all related declarations of nomineeship/trust in favour of the Secured Parties (if any);
(ii) such other documents as the Required Holders shall acting reasonably require to protect, maintain or enforce their security interest or security interests granted hereby; and
(iii) at any time following the occurrence of an Event of Default do all other acts and things as the Required Holders may acting reasonably require in order to transfer title of the Collateral or any part of it into the name of the Security Agent or the name of its nominees;
(b) it will promptly pay all payments to be made or becoming due and discharge any lien which may arise on any of the Securities;
(c) any of the Collateral not held by the Security Agent (or its nominees) shall be held on trust for and to the Secured Parties' order or otherwise as the Required Holders may require from time to time;
(d) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived, and if and when the Required Holders shall require, distributions, dividends, interest or other income declared or payable on any of the Securities shall be paid or assigned to the Security Agent for the rateable benefit of the Secured Parties which it shall then be entitled to apply as though they were proceeds of sale or application application; provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to receive and retain all distributions, dividends, interest or other income declared or payable on any of the Securities;
(e) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived the Security Agent will forthwith exercise all voting, consensual and other powers and rights attaching to the Securities in such manner as the Required Holders may direct from time to time and, in the absence of such direction, only with the object of preserving or enhancing the value of the Securities Securities; provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to exercise all voting, consensual and other powers and rights attaching to the Securities;
(f) immediately upon receipt of any report, accounts, circular, offer or notice received by the Debtor (or, as the case may be, its nominee) in respect of, or which may affect, the Securities, it shall deliver a copy to the Security Agent with notice that it relates to this Agreement;
(g) it will not unless authorised in writing by the Required Holders:
(i) except as set out in this Agreement or the Note Purchase Agreement Agreement, to any extent sell, assign, grant any option with respect to or otherwise dispose of or create an Encumbrance over or agree to any extent to sell, assign, grant any option with respect to, dispose of or encumber the Collateral; or
(ii) negotiate, settle or waive any claim for loss, damage or other compensation affecting the Collateral;
(h) it will do everything in its power to prevent any person from becoming entitled to claim any right over the Collateral;
(i) it will do or cause to be done everything necessary to help the Security Agent to:
(i) confirm or protect the interest of the Secured Parties in the Collateral; and
(ii) exercise any of its or the Secured Parties Parties' rights under this Agreement.
(j) it will charge in favour of the Secured Parties, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of the Company not otherwise hereby charged.
Appears in 1 contract
Samples: Senior Secured Notes Agreement (Canargo Energy Corp)
S REPRESENTATIONS AND WARRANTIES. The Debtor hereby Company represents and warrants to each Secured Party on CCEC for the date hereof thatpurpose of inducing CCEC to enter into and consummate this Agreement as follows:
(a) this Agreement constitutes the legal, valid and binding obligations of the Debtor, and constitutes a valid first priority security interest under the Law, enforceable against the Debtor in accordance with its terms;
(b) no event has occurred or circumstance exists which constitutes or with the giving of notice or lapse of time or both would constitute an Event of Default;
(c) the Debtor and David Robson are the sole legal and the Debtor is txx xxxx xxxxficial owner of and has good title to the Collateral subject only to the rights granted in favour of the Secured Parties by this Agreement;
(d) the Securities constitute the entire issued capital of the 9.1 Company and have been duly authorised and validly issued and are fully paid;
(e) the Collateral is free from all Encumbrances and rights of set-off other than those created by this Agreement in favour of the Secured Parties;
(f) the Debtor has the necessary power to execute, deliver and perform its obligations under this Agreement; and the execution, delivery and performance by the Debtor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action;
(g) all necessary authorisations or approvals or other actions by and notices or filings with any governmental authority, regulatory body or any other third party to enable the Debtor authority to execute, deliver and perform this Agreement Agreement.
9.2 The execution and the perfection of the security interest created hereunder have been obtained and are, in full force and effect;
(h) the execution, delivery and performance by the Debtor Company of this Agreement have been duly and the consummation validly authorized by all requisite action by the Debtor of the transactions contemplated hereby do not:
(i) require any Company. No license, consent or approval of any Person that has not been obtained person is required for the Company(1)s execution and each such consent or approval that delivery of this Agreement.
9.3 This Agreement has been obtained duly executed and delivered by the Company. This Agreement is in full force the legal, valid and effect;
(ii) violate any provision binding obligation of the memorandum Company enforceable against the Company in accordance with its respective terms, subject to the effect to any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors(1) rights generally and articles to general principles of association equity.
9.4 The execution and delivery by the Company of the Debtor;
(iii) violate any provision of any statutethis Agreement do not conflict with, regulation, order, injunction or judgement applicable to each Debtor which violation could reasonably be expected to have a Material Adverse Effect; or
(iv) violate, result in constitute a breach of or constitute a default under under: (i) any mortgageapplicable law, indenture or any applicable rule, judgment, order, writ, injunction, or decree of any court; (ii) any applicable rule or regulation of any administrative agency or other material agreement governmental authority; (iii) the certificate of incorporation and By-Laws of the Company; (iv) any agreement, indenture, instrument or contract to which the Debtor Company is now a party or by which it is bound. 9.5 No representation or its property may be bound which violation or breach could reasonably be expected to have a Material Adverse Effect.
(i) there are warranty by the Company in this Agreement and no actionsinformation in any statement, suitscertificate, litigationexhibit, administrative proceedings schedule or other proceedings at law or in equity or by or before any governmental authority or arbitral tribunal now pendingdocument furnished, or to be furnished by the Knowledge Company to CCEC pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. There is no fact which the Company has not disclosed to CCEC, in writing, or in SEC filings or press releases, which materially adversely affects, nor, so far as the Company can now reasonably foresee, may adversely affect the business, operations, prospects, properties, assets, profits or condition (financial or otherwise) of the Debtor, threatened against or affecting the Collateral which could reasonably be expected to have a Material Adverse Effect. 5 DEBTOR'S COVENANTS The Debtor covenants and undertakes to the Secured Parties that:
(a) contemporaneously with the execution and delivery of this Agreement and otherwise from time to time and if and when the Required Holders shall require, it shall deliver to the Security Agent, or to its order for the rateable benefit of the Secured Parties:
(i) certificates of title in respect of the Securities, together with undated and signed duly completed stock transfer forms with the consideration left blank and all related declarations of nomineeship/trust in favour of the Secured Parties (if any);
(ii) such other documents as the Required Holders shall acting reasonably require to protect, maintain or enforce their security interest or security interests granted hereby; and
(iii) at any time following the occurrence of an Event of Default do all other acts and things as the Required Holders may acting reasonably require in order to transfer title of the Collateral or any part of it into the name of the Security Agent or the name of its nominees;
(b) it will promptly pay all payments to be made or becoming due and discharge any lien which may arise on any of the Securities;
(c) any of the Collateral not held by the Security Agent (or its nominees) shall be held on trust for and to the Secured Parties' order or otherwise as the Required Holders may require from time to time;
(d) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived, and if and when the Required Holders shall require, distributions, dividends, interest or other income declared or payable on any of the Securities shall be paid or assigned to the Security Agent for the rateable benefit of the Secured Parties which it shall then be entitled to apply as though they were proceeds of sale or application provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to receive and retain all distributions, dividends, interest or other income declared or payable on any of the Securities;
(e) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived the Security Agent will forthwith exercise all voting, consensual and other powers and rights attaching to the Securities in such manner as the Required Holders may direct from time to time and, in the absence of such direction, only with the object of preserving or enhancing the value of the Securities provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to exercise all voting, consensual and other powers and rights attaching to the Securities;
(f) immediately upon receipt of any report, accounts, circular, offer or notice received by the Debtor (or, as the case may be, its nominee) in respect of, or which may affect, the Securities, it shall deliver a copy to the Security Agent with notice that it relates to this Agreement;
(g) it will not unless authorised in writing by the Required Holders:
(i) except as set out in this Agreement or the Note Purchase Agreement to any extent sell, assign, grant any option with respect to or otherwise dispose of or create an Encumbrance over or agree to any extent to sell, assign, grant any option with respect to, dispose of or encumber the Collateral; or
(ii) negotiate, settle or waive any claim for loss, damage or other compensation affecting the Collateral;
(h) it will do everything in its power to prevent any person from becoming entitled to claim any right over the Collateral;
(i) it will do or cause to be done everything necessary to help the Security Agent to:
(i) confirm or protect the interest of the Secured Parties in the Collateral; and
(ii) exercise any of its or the Secured Parties ' rights under this AgreementCompany.
(j) it will charge in favour of the Secured Parties, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of the Company not otherwise hereby charged.
Appears in 1 contract
S REPRESENTATIONS AND WARRANTIES. The Debtor hereby Guarantor represents and warrants to each Secured Party on Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or quality in any way the terms of this Guaranty (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date hereof that:
(a) this Agreement constitutes the legal, valid and binding obligations of the Debtor, most recent financial statements provided to Lender and constitutes a valid first priority security interest under the Law, enforceable against the Debtor in accordance with its terms;
(b) no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or circumstance exists similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which constitutes might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of Its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the giving of notice or lapse of time or both would constitute an Event of Default;
(c) the Debtor and David Robson are the sole legal and the Debtor is txx xxxx xxxxficial owner of and has good title following: All financial reports required to the Collateral subject only to the rights granted in favour of the Secured Parties by this Agreement;
(d) the Securities constitute the entire issued capital of the Company and have been duly authorised and validly issued and are fully paid;
(e) the Collateral is free from all Encumbrances and rights of set-off other than those created by this Agreement in favour of the Secured Parties;
(f) the Debtor has the necessary power to execute, deliver and perform its obligations be provided under this Agreement; and the execution, delivery and performance by the Debtor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action;
(g) all necessary authorisations or approvals or other actions by and notices or filings with any governmental authority, regulatory body or any other third party to enable the Debtor to execute, deliver and perform this Agreement and the perfection of the security interest created hereunder have been obtained and are, in full force and effect;
(h) the execution, delivery and performance by the Debtor of this Agreement and the consummation by the Debtor of the transactions contemplated hereby do not:
(i) require any consent or approval of any Person that has not been obtained and each such consent or approval that has been obtained is in full force and effect;
(ii) violate any provision of the memorandum and articles of association of the Debtor;
(iii) violate any provision of any statute, regulation, order, injunction or judgement applicable to each Debtor which violation could reasonably be expected to have a Material Adverse Effect; or
(iv) violate, result in a breach of or constitute a default under any mortgage, indenture or any other material agreement to which the Debtor is a party or by which it or its property may be bound which violation or breach could reasonably be expected to have a Material Adverse Effect.
(i) there are no actions, suits, litigation, administrative proceedings or other proceedings at law or in equity or by or before any governmental authority or arbitral tribunal now pending, or to the Knowledge of the Debtor, threatened against or affecting the Collateral which could reasonably be expected to have a Material Adverse Effect. 5 DEBTOR'S COVENANTS The Debtor covenants and undertakes to the Secured Parties that:
(a) contemporaneously with the execution and delivery of this Agreement and otherwise from time to time and if and when the Required Holders shall require, it shall deliver to the Security Agent, or to its order for the rateable benefit of the Secured Parties:
(i) certificates of title in respect of the Securities, together with undated and signed duly completed stock transfer forms with the consideration left blank and all related declarations of nomineeship/trust in favour of the Secured Parties (if any);
(ii) such other documents as the Required Holders shall acting reasonably require to protect, maintain or enforce their security interest or security interests granted hereby; and
(iii) at any time following the occurrence of an Event of Default do all other acts and things as the Required Holders may acting reasonably require in order to transfer title of the Collateral or any part of it into the name of the Security Agent or the name of its nominees;
(b) it will promptly pay all payments to be made or becoming due and discharge any lien which may arise on any of the Securities;
(c) any of the Collateral not held by the Security Agent (or its nominees) Guaranty shall be held prepared in accordance with GAAP, applied on trust for and to the Secured Parties' order or otherwise as the Required Holders may require from time to time;
(d) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaiveda consistent basis, and if and when the Required Holders shall require, distributions, dividends, interest or other income declared or payable on any of the Securities shall be paid or assigned to the Security Agent for the rateable benefit of the Secured Parties which it shall then be entitled to apply certified by Guarantor as though they were proceeds of sale or application provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to receive and retain all distributions, dividends, interest or other income declared or payable on any of the Securities;
(e) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived the Security Agent will forthwith exercise all voting, consensual and other powers and rights attaching to the Securities in such manner as the Required Holders may direct from time to time and, in the absence of such direction, only with the object of preserving or enhancing the value of the Securities provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to exercise all voting, consensual and other powers and rights attaching to the Securities;
(f) immediately upon receipt of any report, accounts, circular, offer or notice received by the Debtor (or, as the case may be, its nominee) in respect of, or which may affect, the Securities, it shall deliver a copy to the Security Agent with notice that it relates to this Agreement;
(g) it will not unless authorised in writing by the Required Holders:
(i) except as set out in this Agreement or the Note Purchase Agreement to any extent sell, assign, grant any option with respect to or otherwise dispose of or create an Encumbrance over or agree to any extent to sell, assign, grant any option with respect to, dispose of or encumber the Collateral; or
(ii) negotiate, settle or waive any claim for loss, damage or other compensation affecting the Collateral;
(h) it will do everything in its power to prevent any person from becoming entitled to claim any right over the Collateral;
(i) it will do or cause to be done everything necessary to help the Security Agent to:
(i) confirm or protect the interest of the Secured Parties in the Collateral; and
(ii) exercise any of its or the Secured Parties ' rights under this Agreementbeing true end correct.
(j) it will charge in favour of the Secured Parties, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of the Company not otherwise hereby charged.
Appears in 1 contract
S REPRESENTATIONS AND WARRANTIES. The Debtor hereby Guarantor represents and warrants to each Secured Party on Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrowers request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell lease, assign, encumber, hypothecate transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date hereof that:
(a) this Agreement constitutes the legal, valid and binding obligations of the Debtor, most recent financial statements provided to Lender and constitutes a valid first priority security interest under the Law, enforceable against the Debtor in accordance with its terms;
(b) no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or circumstance exists similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which constitutes might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the giving of notice or lapse of time or both would constitute an Event of Default;
(c) the Debtor and David Robson are the sole legal and the Debtor is txx xxxx xxxxficial owner of and has good title to the Collateral subject only to the rights granted in favour of the Secured Parties by this Agreement;
(d) the Securities constitute the entire issued capital of the Company and have been duly authorised and validly issued and are fully paid;
(e) the Collateral is free from all Encumbrances and rights of set-off other than those created by this Agreement in favour of the Secured Parties;
(f) the Debtor has the necessary power to execute, deliver and perform its obligations under this Agreement; and the execution, delivery and performance by the Debtor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action;
(g) all necessary authorisations or approvals or other actions by and notices or filings with any governmental authority, regulatory body or any other third party to enable the Debtor to execute, deliver and perform this Agreement and the perfection of the security interest created hereunder have been obtained and are, in full force and effect;
(h) the execution, delivery and performance by the Debtor of this Agreement and the consummation by the Debtor of the transactions contemplated hereby do notfollowing:
(i) require any consent or approval of any Person that has not been obtained and each such consent or approval that has been obtained is in full force and effect;
(ii) violate any provision of the memorandum and articles of association of the Debtor;
(iii) violate any provision of any statute, regulation, order, injunction or judgement applicable to each Debtor which violation could reasonably be expected to have a Material Adverse Effect; or
(iv) violate, result in a breach of or constitute a default under any mortgage, indenture or any other material agreement to which the Debtor is a party or by which it or its property may be bound which violation or breach could reasonably be expected to have a Material Adverse Effect.
(i) there are no actions, suits, litigation, administrative proceedings or other proceedings at law or in equity or by or before any governmental authority or arbitral tribunal now pending, or to the Knowledge of the Debtor, threatened against or affecting the Collateral which could reasonably be expected to have a Material Adverse Effect. 5 DEBTOR'S COVENANTS The Debtor covenants and undertakes to the Secured Parties that:
(a) contemporaneously with the execution and delivery of this Agreement and otherwise from time to time and if and when the Required Holders shall require, it shall deliver to the Security Agent, or to its order for the rateable benefit of the Secured Parties:
(i) certificates of title in respect of the Securities, together with undated and signed duly completed stock transfer forms with the consideration left blank and all related declarations of nomineeship/trust in favour of the Secured Parties (if any);
(ii) such other documents as the Required Holders shall acting reasonably require to protect, maintain or enforce their security interest or security interests granted hereby; and
(iii) at any time following the occurrence of an Event of Default do all other acts and things as the Required Holders may acting reasonably require in order to transfer title of the Collateral or any part of it into the name of the Security Agent or the name of its nominees;
(b) it will promptly pay all payments to be made or becoming due and discharge any lien which may arise on any of the Securities;
(c) any of the Collateral not held by the Security Agent (or its nominees) shall be held on trust for and to the Secured Parties' order or otherwise as the Required Holders may require from time to time;
(d) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived, and if and when the Required Holders shall require, distributions, dividends, interest or other income declared or payable on any of the Securities shall be paid or assigned to the Security Agent for the rateable benefit of the Secured Parties which it shall then be entitled to apply as though they were proceeds of sale or application provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to receive and retain all distributions, dividends, interest or other income declared or payable on any of the Securities;
(e) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived the Security Agent will forthwith exercise all voting, consensual and other powers and rights attaching to the Securities in such manner as the Required Holders may direct from time to time and, in the absence of such direction, only with the object of preserving or enhancing the value of the Securities provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to exercise all voting, consensual and other powers and rights attaching to the Securities;
(f) immediately upon receipt of any report, accounts, circular, offer or notice received by the Debtor (or, as the case may be, its nominee) in respect of, or which may affect, the Securities, it shall deliver a copy to the Security Agent with notice that it relates to this Agreement;
(g) it will not unless authorised in writing by the Required Holders:
(i) except as set out in this Agreement or the Note Purchase Agreement to any extent sell, assign, grant any option with respect to or otherwise dispose of or create an Encumbrance over or agree to any extent to sell, assign, grant any option with respect to, dispose of or encumber the Collateral; or
(ii) negotiate, settle or waive any claim for loss, damage or other compensation affecting the Collateral;
(h) it will do everything in its power to prevent any person from becoming entitled to claim any right over the Collateral;
(i) it will do or cause to be done everything necessary to help the Security Agent to:
(i) confirm or protect the interest of the Secured Parties in the Collateral; and
(ii) exercise any of its or the Secured Parties ' rights under this Agreement.
(j) it will charge in favour of the Secured Parties, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of the Company not otherwise hereby charged.
Appears in 1 contract
Samples: Commercial Guaranty (Chipcards Inc)
