Common use of The Pledged Collateral Clause in Contracts

The Pledged Collateral. (a) The Issuer keeps at its address at 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, XX 00000 its corporate records, stock ledger and all records, documents and instruments relating to or evidencing the Pledged Collateral. (b) The Pledged Shares have been duly authorized and are validly issued, fully-paid and non-assessable. The Pledged Shares constitute all of the issued and outstanding equity or ownership interests in each Issuer, and there are no other equity or ownership interests in either Issuer, options or rights to acquire or subscribe for any such interests, or securities or instruments convertible into or exchangeable or exercisable for any such interests. (c) Except as permitted under the Credit Agreement: (i) it is the sole legal and beneficial owner of, and has the power to transfer and grant a security interest in the Pledged Shares and all other Pledged Collateral now in existence; (ii) none of the Pledged Collateral is subject to any Lien other than the Collateral Agent’s security interest; (iii) it has not agreed or committed to sell, assign, pledge, transfer, license, lease or encumber any of the Pledged Collateral, or granted any option, warrant, or right with respect to any of the Pledged Collateral; and (iv) no effective mortgage, deed of trust, financing statement, security agreement or other instrument similar in effect is on file or of record with respect to any Pledged Collateral, except for those that create, perfect or evidence the Collateral Agent’s security interest. (d) No litigation, arbitration or administrative proceedings are current or pending or, to its knowledge, threatened, involving or affecting the Pledged Collateral, and none of the Pledged Collateral is subject to any order, writ, injunction, execution or attachment. (e) None of the Pledged Collateral constitutes “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

The Pledged Collateral. (a) The Issuer keeps at its address at 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, XX 00000 its corporate records, stock ledger and all records, documents and instruments relating to or evidencing the Pledged Collateral. (b) The Pledged Shares have been duly authorized and are validly issued, fully-paid and non-assessable. . (b) The Pledged Shares constitute all of the issued and outstanding equity or ownership interests in each the Issuer, and there are no other equity or ownership interests in either the Issuer, options or rights to acquire or subscribe for any such interests, or securities or instruments convertible into or exchangeable or exercisable for any such interests. (c) Except as permitted under the Credit Facility Agreement: (i) it is the sole legal and beneficial owner of, and has the power to transfer and grant a security interest in the Pledged Shares and all other Pledged Collateral now in existence; (ii) none of the Pledged Collateral is subject to any Lien other than the Collateral Security Agent’s security interest; (iii) it has not agreed or committed to sell, assign, pledge, transfer, license, lease or encumber any of the Pledged Collateral, or granted any option, warrant, or right with respect to any of the Pledged CollateralCollateral (other than pursuant to this Agreement); and (iv) no effective mortgage, deed of trust, financing statement, security agreement or other instrument similar in effect is on file or of record with respect to any Pledged Collateral, except for those that create, perfect or evidence the Collateral Security Agent’s security interest. (d) No litigation, arbitration or administrative proceedings are current or pending or, to its knowledge, threatened, involving or affecting the Pledged Collateral, and none of the Pledged Collateral is subject to any order, writ, injunction, execution or attachment. (e) None of the Pledged Collateral constitutes “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

The Pledged Collateral. (a) The Issuer Xxxxxxx Group keeps at its address at 000 Xxxx Xxxxx Xxxx, Xxxxxx, 0xx XxxxxXxxxx Xxxxxxxx 00000 and Vector Tobacco keeps at its address at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, XX Xxx Xxxxxxxxx0000, Xxxxxxxxxxx, XX 00000 its corporate records, stock ledger and all records, documents and instruments relating to or evidencing the Pledged Collateral. (b) The Pledged Shares Equity Interests have been duly authorized and are validly issued, fully-paid and non-assessable. . (c) The Pledged Shares Equity Interests constitute all of the issued and outstanding equity or ownership interests in each Issuerthe Issuers, and there are no other equity or ownership interests in either Issuerthe Issuers, options or rights to acquire or subscribe for any such interests, or securities or instruments convertible into or exchangeable or exercisable for any such interests. (cd) The Pledged Equity Interests are “securities” under Article 8 of the UCC and are represented by certificates, all of which have been delivered to the Collateral Agent. (e) Except as permitted under the Credit AgreementIndenture: (i) it is the sole legal and beneficial owner of, and has the power to transfer and grant a security interest in in, the Pledged Shares Equity Interests and all other Pledged Collateral now in existence; (ii) none of the Pledged Collateral is subject to any Lien other than the Collateral Agent’s security interestinterest and other Permitted Liens; (iii) it has not agreed or committed to sell, assign, pledge, transfer, license, lease or encumber any of the Pledged Collateral, or granted any option, warrant, or right with respect to any of the Pledged Collateral; and (iv) no effective mortgage, deed of trust, financing statement, security agreement or other instrument similar in effect is on file or of record with respect to any Pledged Collateral, except for those that create, perfect or evidence the Collateral Agent’s security interestinterest and other Permitted Liens. (df) No litigation, arbitration or administrative proceedings are current or pending or, to its knowledge, threatened, involving or affecting the Pledged Collateral, and none of the Pledged Collateral is subject to any order, writ, injunction, execution or attachment, in each case, that would reasonably be expected to have a material adverse effect on the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement. (eg) None of the Pledged Collateral constitutes “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

The Pledged Collateral. (a) Each Issuer is duly formed and organized and validly existing under the laws of the applicable jurisdiction. (b) The applicable Pledgor is the sole shareholder, member or parent of each Issuer. (c) Each Issuer keeps at its address at 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, XX 00000 its limited liability company or other corporate records, stock ledger records and all other records, documents and instruments relating to or evidencing the Pledged CollateralCollateral at its address at 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx, 00000. (bd) There is only one class of ownership interests in each Issuer. (e) The applicable Pledgor has been duly admitted as a member of each Issuer that is a limited liability company and has made all required contributions to such Issuer. (f) The Pledged Shares have been duly authorized and are validly issued, fully-paid and non-assessable. The Pledged Shares Interests constitute all of the issued and outstanding equity or a 100% ownership interests interest in each Issuer, and there are no other equity or ownership interests in either any Issuer, options or rights to acquire or subscribe for any such interests, or securities or instruments convertible into or exchangeable or exercisable for any such interests. (cg) Except as permitted under the Credit Agreement: (i) it is the sole legal and beneficial owner of, and has the power to transfer and grant a security interest in in, the Pledged Shares Interests and all other Pledged Collateral now in existence; (ii) none of the Pledged Collateral is subject to any Lien other than the Collateral AgentSecurity Trustee’s security interestinterest and Permitted Security; (iii) it has not agreed or committed to sell, assign, pledge, transfer, license, lease or encumber any of the Pledged Collateral, or granted any option, warrant, or right with respect to any of the Pledged Collateral; and (iv) no effective mortgage, deed of trust, financing statement, security agreement or other instrument similar in effect is on file or of record with respect to any Pledged Collateral, except for those that create, perfect or evidence the Collateral AgentSecurity Trustee’s security interestinterest or Permitted Security. (dh) Other than as a result of the Chapter 11 Case, No litigation, arbitration or administrative proceedings are current or pending or, to its knowledge, threatened, involving or affecting the Pledged Collateral, and none of the Pledged Collateral is subject to any order, writ, injunction, execution or attachment. (ei) None of the Pledged Collateral constitutes “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

The Pledged Collateral. (a) The Issuer Lxxxxxx Group keeps at its address at 000 Xxxx 100 Xxxxx Xxxx, Xxxxxx, 0xx Xxxxx Xxxxxxxx 00000 and Vector Tobacco keeps at its address at Oxx Xxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxx Xxx Xxxxxxxxx00000, XX Research Txxxxxxx Xxxx, Xxxxx Xxxxxxxx 00000 its corporate records, stock ledger and all records, documents and instruments relating to or evidencing the Pledged Collateral. (b) The Pledged Shares Equity Interests have been duly authorized and are validly issued, fully-paid and non-assessable. . (c) The Pledged Shares Equity Interests constitute all of the issued and outstanding equity or ownership interests in each Issuerthe Issuers, and there are no other equity or ownership interests in either Issuerthe Issuers, options or rights to acquire or subscribe for any such interests, or securities or instruments convertible into or exchangeable or exercisable for any such interests. (cd) The Pledged Equity Interests are “securities” under Article 8 of the UCC and are represented by certificates, all of which have been delivered to the Collateral Agent. (e) Except as permitted under the Credit AgreementIndenture: (i) it is the sole legal and beneficial owner of, and has the power to transfer and grant a security interest in the Pledged Shares Equity Interests and all other Pledged Collateral now in existence; (ii) none of the Pledged Collateral is subject to any Lien other than the Collateral Agent’s security interest; (iii) it has not agreed or committed to sell, assign, pledge, transfer, license, lease or encumber any of the Pledged Collateral, or granted any option, warrant, or right with respect to any of the Pledged Collateral; and (iv) no effective mortgage, deed of trust, financing statement, security agreement or other instrument similar in effect is on file or of record with respect to any Pledged Collateral, except for those that create, perfect or evidence the Collateral Agent’s security interest. (df) No litigation, arbitration or administrative proceedings are current or pending or, to its knowledge, threatened, involving or affecting the Pledged Collateral, and none of the Pledged Collateral is subject to any order, writ, injunction, execution or attachment. (eg) None of the Pledged Collateral constitutes “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

The Pledged Collateral. (a) The Issuer is a limited liability company duly formed and organized and validly existing as a limited liability company under the laws of the State of Delaware. (b) The member of the Issuer is Warp Technology Holdings, Inc. (c) The Issuer keeps at its address at 000 Xxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, XX 00000 its corporate records, stock ledger limited liability company records and all records, documents and instruments relating to or evidencing the Pledged Collateral. (bd) The Pledged Shares have been duly authorized There is only one class of members and are validly issued, fully-paid and non-assessableonly one class of limited liability company interests in the Issuer. The Pledged Shares constitute Interest constitutes all of the issued and outstanding equity or ownership interests in each Issuer, and there are no other equity or ownership interests in either Issuer, options or rights to acquire or subscribe for any such interests, or securities or instruments convertible into or exchangeable or exercisable for any such interests. (ce) Except as permitted under the Credit Agreement: (i) it is the sole legal and beneficial owner of, and has the power to transfer and grant a security interest in the Pledged Shares Interest and all other Pledged Collateral now in existence; (ii) none of the Pledged Collateral is subject to any Lien other than the Collateral Agent’s security interest; (iii) it has not agreed or committed to sell, assign, pledge, transfer, license, lease or encumber any of the Pledged Collateral, or granted any option, warrant, or right with respect to any of the Pledged Collateral; and (iv) no effective mortgage, deed of trust, financing statement, security agreement or other instrument similar in effect is on file or of record with respect to any Pledged Collateral, except for those that create, perfect or evidence the Collateral Agent’s security interest. (df) No litigation, arbitration or administrative proceedings are current or pending or, to its knowledge, threatened, involving or affecting the Pledged Collateral, and none of the Pledged Collateral is subject to any order, writ, injunction, execution or attachment. (eg) None of the Pledged Collateral constitutes “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

The Pledged Collateral. (a) The Issuer keeps at its address at 000 Xxxx Xxxxxx, 0xx Xxxxxxxxx Xxxxxx Xxxxx, Xxx XxxxxxxxxXxxxx 000, Xxxxxxx, XX 00000 its corporate records, stock ledger and all records, documents and instruments relating to or evidencing the Pledged Collateral. (b) The Pledged Shares have been duly authorized and are validly issued, fully-paid and non-assessable. The Pledged Shares constitute all of the issued and outstanding equity or ownership interests in each Issuer, and there are no other equity or ownership interests in either Issuer, options or rights to acquire or subscribe for any such interests, or securities or instruments convertible into or exchangeable or exercisable for any such interests. (c) Except as permitted under the Credit Agreement: (i) it is the sole legal and beneficial owner of, and has the power to transfer and grant a security interest in the Pledged Shares and all other Pledged Collateral now in existence; (ii) none of the Pledged Collateral is subject to any Lien other than the Collateral Agent’s security interest; (iii) it has not agreed or committed to sell, assign, pledge, transfer, license, lease or encumber any of the Pledged Collateral, or granted any option, warrant, or right with respect to any of the Pledged Collateral; and (iv) no effective mortgage, deed of trust, financing statement, security agreement or other instrument similar in effect is on file or of record with respect to any Pledged Collateral, except for those that create, perfect or evidence the Collateral Agent’s security interest. (d) No litigation, arbitration or administrative proceedings are current or pending or, to its knowledge, threatened, involving or affecting the Pledged Collateral, and none of the Pledged Collateral is subject to any order, writ, injunction, execution or attachment. (e) None of the Pledged Collateral constitutes “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

The Pledged Collateral. (a) The Except as otherwise specified in paragraph (iii) below, with respect to each Issuer keeps at of Pledged Interests pledged by such Pledgor: (i) such Issuer is a limited liability company duly formed and organized and validly existing as a limited liability company under the laws of the jurisdiction set forth opposite its address at 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, XX 00000 its corporate records, stock ledger name in Schedule 2; (ii) the members of each such Issuer are as set forth in Schedule 2 attached hereto; and (iii) Iridium Holdings LLC has only one class of members and all records, documents and instruments relating to or evidencing the Pledged Collateralonly one class of limited liability company interests. (b) It has been duly admitted as a member of each Issuer whose interests it is pledging and has made all required contributions to the Issuer. (c) The Pledged Shares have been duly authorized and are validly issued, fully-paid and non-assessable. The Pledged Shares Interests constitute all the percentage of the issued and outstanding equity or ownership interests interest in each IssuerIssuer as it appears in Schedule 2, and there are no other equity or ownership interests in either an Issuer, options or rights to acquire or subscribe for any such interests, or securities or instruments convertible into or exchangeable or exercisable for any such interestsinterests other than the securities and interests described in Schedule 2. (cd) Except as permitted under the Credit Facility Agreement: (i) it is the sole legal and beneficial owner of, and has the power to transfer and grant a security interest in the Pledged Shares Interests and all other Pledged Collateral now in existence; (ii) none of the Pledged Collateral is subject to any Lien other than the Collateral Security Agent’s security interest; (iii) it has not agreed or committed to sell, assign, pledge, transfer, license, lease or encumber any of the Pledged Collateral, or granted any option, warrant, or right with respect to any of the Pledged CollateralCollateral (other than pursuant to this Agreement); and (iv) no effective mortgage, deed of trust, financing statement, security agreement or other instrument similar in effect is on file or of record with respect to any Pledged Collateral, except for those that create, perfect or evidence the Collateral Security Agent’s security interest. (de) No litigation, arbitration or administrative proceedings are current or pending or, to its knowledge, threatened, involving or affecting the Pledged Collateral, and none of the Pledged Collateral is subject to any order, writ, injunction, execution or attachment. (ef) None of the Pledged Collateral constitutes “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.