Status of Pledged Interests. Each Pledgor hereby represents, warrants and covenants to the Administrative Agent for the benefit of the Secured Parties, with respect to itself and the Collateral as to which it has or acquires any interest, that:
Status of Pledged Interests. Each Pledgor hereby represents and warrants to the Agent for the benefit of the Lenders that (i) all of the Pledged Interests are validly issued and outstanding, fully paid and nonassessable and constitute all the authorized, issued and outstanding partnership, membership or other equity interests of each of the Pledged Entities of such Pledgor, (ii) such Pledgor is the registered and record and beneficial owner of such Pledged Interests, free and clear of all Liens, charges, equities, encumbrances and restrictions on pledge or transfer (other than the Liens created under the Loan Documents and restrictions imposed by applicable federal or state securities law), (iii) such Pledgor has full power, legal right and lawful authority to execute this Agreement and to pledge, assign and transfer such Pledged Interests in the manner and form hereof, and (iv) the pledge, assignment and delivery of such Pledged Interests by such Pledgor to the Agent for the benefit of the Lenders pursuant to this Agreement creates a valid and perfected first priority security interest in such Pledged Interests in favor of the Agent for the benefit of the Lenders, securing the payment of the Secured Obligations. Except as permitted under Sections 9.5 or 9.7 of the Credit Agreement, none of the Pledged Interests (nor any interest therein or thereto) shall be sold, transferred or assigned, nor any Lien created therein, without the Agent's prior written consent. Each Pledgor covenants with the Agent for the benefit of the Lenders that it shall at all times cause its Pledged Interests to be and remain uncertificated and the Lien created hereunder to be registered on the books and records of each Pledged Subsidiary maintained to record the ownership and transfer of ownership of Pledged Interests, and in the event, notwithstanding the foregoing, the Pledged Interests or any of them are certificated, to deliver such certificates promptly to the Agent together with such instruments of assignment and transfer duly executed in blank by such Pledgor as the Agent shall request. Each Pledgor further covenants with the Agent for the benefit of the Lenders that it shall not cause, suffer or permit any of the Pledged Subsidiaries to issue and equity securities, or securities convertible into, or exercisable or exchangeable for, equity securities, at any time during the term of this Agreement other than to the Pledgors and subject to this Agreement pursuant to Section 23 hereof.
Status of Pledged Interests. The registration of the Pledged Interests on the permanent ownership records of the Pledgor shall at all times be valid and genuine and shall not be altered. The Pledged Interests at all times shall be duly authorized, validly registered, fully paid, and non-assessable, and shall not be registered in violation of the organic documents of the Pledgor or the preemptive rights of any Person, if any, or of any agreement by which Pledgor or any Pledged Interest Issuer is bound.
Status of Pledged Interests. The registration of the Pledged Interests on the permanent ownership records of each Pledged Interests Issuer shall at all times be valid and genuine and shall not be altered. The Pledged Interests at all times shall be duly authorized, validly registered, fully paid and (except in the case of any Pledged Interests Issuer that is a limited liability company or limited partnership) nonassessable, and shall not be registered in violation of the Organizational Documents of Pledgor or any Pledged Interests Issuer or the preemptive rights of any Person, if any, or of any agreement by which Pledgor or any Pledged Interests Issuer is bound.
Status of Pledged Interests. The Pledged Interests constituting Equity Interests at all times shall be duly authorized, validly registered, fully paid, and non-assessable ((except in the case of partnership interests), and shall not be registered in violation of the organizational documents of the Pledgor or the preemptive rights of any Person, if any, or of any agreement by which the Pledgor or any Issuer is bound.
Status of Pledged Interests. Each Pledgor hereby represents, warrants and covenants to the Collateral Agent for the benefit of the Secured Creditors, with respect to itself and the Collateral as to which it has or acquires any interest, that:
Status of Pledged Interests. The Pledged Interests are (i) duly authorized and validly existing, (ii) fully paid and nonassessable and (iii) not subject to any options to purchase or other similar rights or subject to any legal or contractual restriction, or any other applicable agreement, upon the pledge of the Pledged Interests hereunder, other than those arising under the Securities Act, CV Shareholders’ Agreement, the Operating Agreement or the Call Option Agreement. All information set forth herein relating to the Pledged Interests is accurate and complete in all material respects.
Status of Pledged Interests. The registration of the Pledged Interests on the permanent ownership records of Pledged Interest Issuer shall at all times be valid and genuine and shall not be altered. The Pledged Interests at all times shall be duly authorized and validly registered and shall not be registered in violation of the organic documents of each Pledgor or the preemptive rights of any Person, if any, or of any agreement by which such Pledgor or any Pledged Interest Issuer is bound.
Status of Pledged Interests. The Pledgor hereby represents, warrants and covenants to the General Collateral Agent for the benefit of the General Secured Parties that:
Status of Pledged Interests. The registration of the Pledged --------------------------- Interests on the permanent ownership records of West Shore and Basin shall at all times be valid and genuine and shall not be altered. The Pledged Interests at all times shall be duly authorized, validly registered, fully paid, and non- assessable, and shall not be registered in violation of the Articles or the preemptive rights of any Person, if any, or of any agreement by which Pledgor, West Shore or Basin is bound.
