Warranties and Covenants. Assignor does hereby warrant and represent to, and covenants and agrees with Agent, as follows: (a) This Assignment has been duly executed and delivered by Assignor and constitutes the valid, legal and binding obligation of Assignor. (b) None of the Pledged Equity Interests is evidenced by any certificate, instrument, document or other writing other than the Organizational Agreements. (c) True, correct and complete copies of each of the Organizational Agreements, together with all amendments thereto, have been delivered to Agent by Assignor, each of the Organizational Agreements is in full force and effect and is enforceable in accordance with its terms, and, so long as this Assignment remains in effect, Assignor shall not materially modify, amend, cancel, release, surrender or terminate, or permit the modification, amendment, cancellation, release, surrender or termination of, any of the Organizational Agreements, or dissolve, liquidate or permit the expiration of any of the Organizational Agreements or the termination or cancellation thereof, without in each instance the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Assignor is and shall remain the sole lawful, beneficial and record owner of the Pledged Equity Interests, and the right to receive the Distributions, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor has the full and complete right, power and authority to grant a security interest in the Collateral in favor of Agent, in accordance with the terms and provisions of this Assignment. Assignor is not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan Documents, that restricts in any manner the rights of any present or future holder of the Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Collateral. (e) This Assignment creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the Obligations. Neither Assignor nor any other Person has performed, nor will Assignor perform or permit any such other Person to perform, any acts which might prevent Agent from enforcing the terms and conditions of this Assignment or which would limit Agent in any such enforcement. (f) Assignor consents (to the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such Company with all of the rights and privileges of a partner of the same type as Assignor under the applicable Organizational Agreements in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests. (g) Assignor’s correct legal name indicated on the public record of Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests granted herein against Assignor, an appropriate UCC Financing Statement must be filed with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status. (h) Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral. (i) Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent. (j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Glimcher Realty Trust), Senior Revolving Credit Agreement (Terreno Realty Corp)
Warranties and Covenants. Assignor does hereby warrant and represent to, and covenants and agrees with Agent, as follows:
(a) a. This Assignment has been duly executed and delivered by Assignor and constitutes the valid, legal and binding obligation of Assignor. No consent from any other partner or member in the Company is required as a condition to the effectiveness of this Assignment.
(b) b. None of the Pledged Equity Interests is evidenced by any certificate, instrument, document or other writing other than the Organizational AgreementsAgreement.
(c) c. True, correct and complete copies of each of the Organizational AgreementsAgreement, together with all amendments thereto, have been delivered to Agent by Assignor, each of the Organizational Agreements Agreement is in full force and effect and is enforceable in accordance with its terms, and, so long as this Assignment remains in effect, Assignor shall not materially modify, amend, cancel, release, surrender or terminate, or permit the modification, amendment, cancellation, release, surrender or termination of, any of the Organizational AgreementsAgreement, or dissolve, liquidate or permit the expiration of any of the Organizational Agreements Agreement or the termination or cancellation thereof, without in each instance the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) d. Assignor is and shall remain the sole lawful, beneficial and record owner owners of the Pledged Equity Interests, and the right to receive the Distributions, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off set‑off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor has the full and complete right, power and authority to grant a security interest in the Collateral in favor of Agent, in accordance with the terms and provisions of this Assignment. Assignor is not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan Documents, that restricts in any manner the rights of any present or future holder of the Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Collateral.
(e) e. This Assignment creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the Obligations. Neither Assignor nor any other Person has performed, nor will Assignor perform or permit any such other Person to perform, any acts which might prevent Agent from enforcing the terms and conditions of this Assignment or which would limit Agent in any such enforcement.
(f) f. Assignor consents (to the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such the Company with all of the rights and privileges of a partner of the same type as such Assignor under the applicable Organizational Agreements Agreement in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) g. Assignor’s correct legal name names indicated on the public record of Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests interest granted herein against Assignor, an appropriate UCC Financing Statement must be filed with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) h. Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions substitution of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(i) i. Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests interest granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) j. The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.
Appears in 2 contracts
Samples: Collateral Assignment of Interests (Glimcher Realty Trust), Term Loan Agreement (Glimcher Realty Trust)
Warranties and Covenants. Assignor does hereby warrant Pledgor represents, warrants and represent tocovenants that as of the date of execution of this Agreement, and covenants continuing during the term of the Credit Agreement and agrees with Agent, so long as followsany of the Obligations remain outstanding:
(a) This Assignment The authorized capital stock of First Thoroughbred, consists of 1,000 shares of common stock, par value $.01 per share, of which 100 shares are issued and outstanding as of the date hereof and represented by the Pledged Securities. Pledgor is the record and beneficial owner of, and has been duly executed good and delivered by Assignor marketable title to, the Pledged Securities, the Pledged Securities are all of the issued and constitutes outstanding capital stock of First Thoroughbred, and the validPledged Securities are and will remain free and clear of all pledges, legal liens, security interests and binding obligation of Assignorencumbrances whatsoever, other than the Security Interest.
(b) None of Pledgor has full power, authority and legal right to execute this Pledge Agreement and to grant the Security Interest in the Pledged Equity Interests is evidenced by any certificate, instrument, document or other writing other than the Organizational AgreementsSecurities to Lender.
(c) TrueThis Pledge Agreement has been duly authorized, correct executed and complete copies delivered by Pledgor and constitutes a legal, valid and binding obligation of each of the Organizational Agreements, together with all amendments thereto, have been delivered to Agent by Assignor, each of the Organizational Agreements is in full force and effect and is enforceable Pledgor in accordance with its terms, and, so long as this Assignment remains in effect, Assignor . 119
(d) Pledgor shall not materially modifysell, amendtransfer, cancelset over, releasemortgage, surrender pledge, hypothecate, exchange, assign or terminate, or permit the modification, amendment, cancellation, release, surrender or termination of, any of the Organizational Agreements, or dissolve, liquidate or permit the expiration otherwise dispose of any of the Organizational Agreements Pledged Securities nor any interest therein or the termination or cancellation thereofenter into a contract to do so, without in each instance except with the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) Assignor is and shall remain the sole lawful, beneficial and record owner of the Pledged Equity Interests, and the right to receive the Distributions, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor has the full and complete right, power and authority to grant a security interest in the Collateral in favor of Agent, in accordance with the terms and provisions of this Assignment. Assignor is not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan Documents, that restricts in any manner the rights of any present or future holder of the Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the CollateralLender.
(e) This Assignment creates a valid The Pledged Securities are duly and binding validly issued, fully paid and non-assessable, are not subject to any puts or calls, rights of first priority security interest in the Collateral securing the payment refusal or options to purchase, and performance of the Obligations. Neither Assignor nor there are no outstanding options, warrants or other agreements with respect to any other Person has performed, nor will Assignor perform or permit any such other Person to perform, any acts which might prevent Agent from enforcing the terms and conditions shares of this Assignment or which would limit Agent in any such enforcementFirst Thoroughbred's capital stock.
(f) Assignor consents (No notice to or consent or approval of any governmental or regulatory authority, securities exchange or other third party which has not been given or obtained was or is necessary to the extent applicable Law does not prohibit Assignor from pre-consenting)valid and enforceable pledge, assignment and hereby directs the applicable Company to so consent, to the admission of Agent or any other purchaser transfer of the Pledged Equity Interests upon a foreclosure sale as a substitute partner Securities to Lender or the performance by Pledgor of such Company with all of the rights and privileges of a partner of the same type as Assignor under the applicable Organizational Agreements in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity InterestsAgreement.
(g) Assignor’s correct legal name indicated on the public record of Assignor’s jurisdictionThe Pledged Securities are not margin securities or margin stock as such terms are defined in Regulation G, mailing addressT, identity U or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests granted herein against Assignor, an appropriate UCC Financing Statement must be filed with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any X of the matters addressed by Board of Governors of the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected statusFederal Reserve System.
(h) Assignor agrees Best Universal Locks, Limited, an Ontario corporation ("BULLC") and 3016297 Nova Scotia Company, a Nova Scotia company ("NSC"), are being or have been amalgamated to do form Best Access Systems Co., a Nova Scotia unlimited liability company ("Best Access"). To the extent such further acts amalgamation has not occurred, First Thoroughbred is the record and thingsbeneficial owner of all of the issued and outstanding capital stock of BULLC and NSC, and to execute the extent the amalgamation has occurred, BULLC and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances NSC no longer exist and instruments as Agent may reasonably at any time request in connection with First Thoroughbred is the administration or enforcement record and beneficial owner of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality all of the foregoing, at issued and outstanding capital stock of Best Access. Pledgor will not suffer or permit any time transfer of any such shares other than the amalgamation of BULLC and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledgeNSC with and into Best Access, and deliver or authorize the execution pledge of such shares to Lender in accordance with that certain Pledge Agreement of even date herewith (the "First Thoroughbred Pledge Agreement") from First Thoroughbred to Lender. Pledgor will cause First Thoroughbred to enter into the First Thoroughbred Pledge Agreement and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent comply on a continuing basis with all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateralconditions thereof.
(i) Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Best Universal Lock Co), Credit Agreement (Best Lock Corp)
Warranties and Covenants. Assignor does hereby warrant and represent to, and covenants covenant and agrees with Agentagree with, Lender as follows:
(a) This Assignment has been duly executed All duties, obligations and delivered responsibilities required to be performed by Assignor and constitutes the valid, legal and binding obligation of Assignor.
(b) None as of the Pledged Equity Interests is evidenced by any certificatedate hereof under the Organizational Agreements have been performed, instrumentand no default or condition which with the passage of time or the giving of notice, document or other writing other than both, would constitute a default exists under the Organizational Agreements.
(cb) TrueA true, correct and complete copies of each copy of the Organizational Agreements, together with all amendments thereto, have been delivered to Agent by Assignor, each of the is attached hereto as Exhibit "A". The Organizational Agreements is are in full force and effect effect. Except for the Loan Documents and is enforceable in accordance with its termsthe Mortgage Loan Documents, and, so long as this Assignment remains in effect, Assignor shall not materially modify, amend, cancel, release, surrender or terminate, or permit neither the modification, amendment, cancellation, release, surrender or termination of, Company nor any of its directors, officers or shareholders is a party to or is bound by any indenture, contract or other agreement which purports to prohibit, restrict, limit or control the Organizational Agreements, transfer or dissolve, liquidate or permit the expiration of any pledge of the Organizational Agreements Collateral, the exercise of voting rights with respect to the Company or the termination or cancellation thereof, without in each instance management of the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayedCompany.
(dc) Assignor is and and, except in the event of a Permitted Transfer, shall remain the sole sole, lawful, beneficial and record owner of the Pledged Equity Interests, Stock Collateral and the right to receive the Distributions, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent Lender hereunder), and Assignor has the full and complete right, power and authority to grant create a security interest in the Collateral in favor of AgentLender, in accordance with the terms and provisions of this AssignmentAgreement. All of the Stock Collateral has been duly authorized and validly issued, and is fully paid and non-assessable. Assignor is not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan Documents and the Mortgage Loan Documents, that which restricts in any manner the rights of any present or future holder of any of the Stock Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire .
(d) Assignor owns all or any portion of the Collateralissued and outstanding shares of the Company, there are no other classes of stock issued with respect to the Company, and no other Person owns any legal, equitable or beneficial interest in the Company.
(e) This Assignment Upon the delivery to Lender of the certificates representing the Stock Collateral, this Agreement creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the ObligationsObligations and the performance by Assignor of its obligations hereunder and by Borrower of its obligations under the Loan Documents, and upon the filing of UCC Financing Statements with the Secretary of State's Office of the State of New York and the Office of the Register of the City of New York, New York County all filings and other actions necessary to perfect and protect such security interests shall have been duly made and taken. Neither Assignor nor any other Person has performed, nor the Company have performed or will Assignor perform or permit any such other Person to perform, any acts which might prevent Agent Lender from enforcing any of the terms and conditions of this Assignment Agreement or which would limit Agent Lender in any such enforcement.
(f) Assignor consents (to All original notes and other documents or instruments evidencing, constituting, guaranteeing or securing any of the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent Distributions or any other purchaser of right to receive the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such Company with all of the rights Distributions have been endorsed to and privileges of a partner of the same type as Assignor under the applicable Organizational Agreements in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds delivered to ownership of all or any portion of the Pledged Equity InterestsLender.
(g) Assignor’s correct legal name indicated on For the public record purposes of Assignor’s jurisdictionArticle 9-401 of the New York Uniform Commercial Code, mailing addressthe residence of Assignor is located in New York County, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached heretoNew York. In order to perfect the pledge and security interests granted herein against Assignor, an appropriate UCC Financing Statement must be filed with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(i) Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.U.C.
Appears in 2 contracts
Samples: Stock Pledge Agreement (Wellsford Real Properties Inc), Stock Pledge Agreement (Wellsford Real Properties Inc)
Warranties and Covenants. Assignor does hereby warrant and represent to, and covenants and agrees with Agent, as follows:
(a) This Assignment has been duly executed and delivered by Assignor and constitutes the valid, legal and binding obligation of Assignor.
(b) None of the Pledged Equity Interests is evidenced by any certificate, instrument, document or other writing other than the Organizational AgreementsAgreement.
(c) True, correct and complete copies of each of the Organizational AgreementsAgreement, together with all amendments thereto, have been delivered to Agent by Assignor, each of the Organizational Agreements Agreement is in full force and effect and is enforceable in accordance with its terms, and, so long as this Assignment remains in effect, Assignor shall not materially modify, amend, cancel, release, surrender or terminate, or permit the modification, amendment, cancellation, release, surrender or termination of, any of the Organizational AgreementsAgreement, or dissolve, liquidate or permit the expiration of any of the Organizational Agreements Agreement or the termination or cancellation thereof, without in each instance the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) Assignor is and shall remain the sole lawful, beneficial and record owner of the Pledged Equity Interests, and the right to receive the Distributions, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor has the full and complete right, power and authority to grant a security interest in the Collateral in favor of Agent, in accordance with the terms and provisions of this Assignment. Assignor is not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan Documents, that restricts in any manner the rights of any present or future holder of the Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Collateral.
(e) This Assignment creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the Obligations. Neither Assignor nor any other Person has performed, nor will Assignor perform or permit any such other Person to perform, any acts which might prevent Agent from enforcing the terms and conditions of this Assignment or which would limit Agent in any such enforcement.
(f) Assignor consents (to the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such the Company with all of the rights and privileges of a partner of the same type as such Assignor under the applicable Organizational Agreements Agreement in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) Assignor’s correct legal name indicated on the public record of Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests interest granted herein against Assignor, an appropriate UCC Financing Statement must be filed with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions substitution of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(i) Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests interest granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Glimcher Realty Trust), Credit Agreement (Glimcher Realty Trust)
Warranties and Covenants. Assignor does hereby warrant and represent to, and covenants covenant and agrees agree with Agent, as follows:
(a) This Assignment has been duly executed and delivered by Assignor and constitutes the validhas, legal and binding obligation of Assignor.
(b) None of the Pledged Equity Interests is evidenced by any certificate, instrument, document or other writing other than the Organizational Agreements.
(c) True, correct and complete copies of each of the Organizational Agreements, together with all amendments thereto, have been delivered to Agent by Assignor, each of the Organizational Agreements is in full force and effect and is enforceable in accordance with its terms, and, so long as this Assignment remains in effect, Assignor shall not materially modify, amend, cancel, release, surrender or terminate, or permit the modification, amendment, cancellation, release, surrender or termination of, any of the Organizational Agreements, or dissolve, liquidate or permit the expiration of any of the Organizational Agreements or the termination or cancellation thereof, without in each instance the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) Assignor is and shall remain maintain throughout the sole lawfulterm of this Assignment, beneficial all necessary power, authority and record owner of the Pledged Equity Interests, and the legal right to receive the Distributions, free own and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor has the full and complete right, power and authority to grant a security interest in the Collateral in favor Collateral, and to assign to Agent the security interest granted hereby.
(b) Each of Agentthe Corporations is a corporation, in accordance duly formed and validly existing under the laws of the State identified on Exhibit “A” attached hereto.
(c) All duties, obligations and responsibilities required to be performed by Assignor as of the date hereof under (i) the Organizational Agreements of any Corporation, (ii) the Lock-up Letter and (iii) that certain Registration Rights Agreement dated as of January 30, 2007 by and among Meruelo Xxxxxx Properties, Inc., a Delaware corporation, Borrower and certain other parties thereto (the “Rights Agreement”) have been performed, and no default or condition which with the terms and provisions passage of this Assignment. time or the giving of notice, or both, would constitute a default exists under any of such Organizational Agreements, Lock-up Letter or Rights Agreement.
(d) Neither Assignor nor any Corporation is not and will not become a party to or otherwise be to, nor is any of such Persons bound by or subject to, any indenture, contract or other agreement which purports to prohibit, restrict, limit, or control the transfer or pledge of the Collateral, or the exercise of Assignor’s voting rights with respect to any agreement, Corporation or the management of any Corporation other than the Loan DocumentsOrganizational Agreements of the Corporations, that restricts the Lock-up Letter and the Rights Agreement. All conditions and requirements set forth in any manner the rights Organizational Agreements of any present or future holder the Corporations, the Lock-up Letter and the Rights Agreement with respect to the pledge of Collateral to Agent pursuant to this Agreement have been satisfied and the granting of the pledge of the Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion Agent by Assignor (i) does not violate the Organizational Agreements of the Collateral.
Corporations, the Lock-up Letter or the Rights Agreement, and (eii) This Assignment creates a valid and binding first priority security interest in does not require the Collateral securing the payment and performance of the Obligations. Neither Assignor nor any other Person has performedapproval or consent of, nor will Assignor perform or permit any such other Person to performfiling with, any acts which might prevent Agent from enforcing the terms and conditions of this Assignment Person, governmental agency or which would limit Agent in any such enforcement.
(f) Assignor consents (authority. Subject to the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such Company with all of the rights and privileges of a partner of the same type as Assignor under the applicable Organizational Agreements in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) Assignor’s correct legal name indicated on the public record of Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests granted herein against Assignor, an appropriate UCC Financing Statement must be filed with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do sothe Lock-up Letter, Agent may make, execute, record, file, re-record and/or refile, acknowledge all conditions and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and requirements set forth in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality Organizational Agreements of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(i) Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate Corporations with respect to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) transfer of the UCC), and (C) be credited to a securities account. None of Shareholder Interests or the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.exercise by
Appears in 1 contract
Warranties and Covenants. Assignor does hereby warrant and represent to, and covenants and agrees with Agent, as follows:
(a) This Assignment has been duly executed and delivered by Assignor and constitutes the valid, legal and binding obligation of Assignor.
(b) None of the Pledged Equity Interests is evidenced by any certificate, instrument, document or other writing other than the Organizational AgreementsAgreement.
(c) True, correct and complete copies of each of the Organizational AgreementsAgreement, together with all amendments thereto, have been delivered to Agent by Assignor, each of the Organizational Agreements Agreement is in full force and effect and is enforceable in accordance with its terms, and, so long as this Assignment remains in effect, Assignor shall not materially modify, amend, cancel, release, surrender or terminate, or permit the modification, amendment, cancellation, release, surrender or termination of, any of the Organizational AgreementsAgreement, or dissolve, liquidate or permit the expiration of any of the Organizational Agreements Agreement or the termination or cancellation thereof, without in each instance the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) Assignor is and shall remain the sole lawful, beneficial and record owner of the Pledged Equity Interests, and the right to receive the Distributions, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off set‑off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor has the full and complete right, power and authority to grant a security interest in the Collateral in favor of Agent, in accordance with the terms and provisions of this Assignment. Assignor is not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan Documents, that restricts in any manner the rights of any present or future holder of the Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Collateral.. 15031925\V-9
(e) This Assignment creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the Obligations. Neither Assignor nor any other Person has performed, nor will Assignor perform or permit any such other Person to perform, any acts which might prevent Agent from enforcing the terms and conditions of this Assignment or which would limit Agent in any such enforcement.
(f) Assignor consents (to the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such the Company with all of the rights and privileges of a partner of the same type as such Assignor under the applicable Organizational Agreements Agreement in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) Assignor’s correct legal name indicated on the public record of Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests interest granted herein against Assignor, an appropriate UCC Financing Statement must be filed with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security 15031925\V-9 agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions substitution of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(i) Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests interest granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.
Appears in 1 contract
Samples: Secured Line of Credit Loan Agreement (Glimcher Realty Trust)
Warranties and Covenants. Assignor does Assignors do hereby warrant and represent to, and covenants covenant and agrees with Agentagree with, Xxxxxx as follows:
(a) This Assignment has been duly executed All duties, obligations and delivered responsibilities required to be performed by Assignor and constitutes the valid, legal and binding obligation of Assignor.
(b) None Assignors as of the Pledged Equity Interests is evidenced by any certificatedate hereof under the Organizational Agreements have been performed, instrumentand no default or condition which with the passage of time or the giving of notice, document or other writing other than both, would constitute a default exists under the Organizational Agreements.
(cb) TrueA true, correct and complete copies of each copy of the Organizational Agreements, together with all amendments thereto, have been delivered to Agent by Assignor, each of the is attached hereto as Exhibit "A". The Organizational Agreements is are in full force and effect effect. Except for the Loan Documents and the Mortgage Loan Documents, neither the Company nor either of the Assignors is enforceable in accordance with its termsa party to or is bound by any indenture, andcontract or other agreement which purports to prohibit, so long as this Assignment remains in effectrestrict, Assignor shall not materially modify, amend, cancel, release, surrender or terminatelimit, or permit control the modification, amendment, cancellation, release, surrender transfer or termination of, any pledge of the Organizational AgreementsCollateral, the exercise of voting rights with respect to the Company or dissolve, liquidate or permit the expiration of any management of the Organizational Agreements or the termination or cancellation thereof, without in each instance the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayedCompany.
(dc) Assignor is and Assignors are and, except in the event of a Permitted Transfer, shall remain the sole sole, lawful, beneficial and record owner of the Pledged Equity Interests, Member Interests and the right to receive the Distributions, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent Lender hereunder), and Assignor has Assignors have the full and complete right, power and authority to grant create a security interest in the Collateral in favor of AgentLender, in accordance with the terms and provisions of this Assignment. Assignor The Certificates have been duly authorized and validly issued, and is fully paid and non- assessable. Assignors are not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan Documents and the Mortgage Loan Documents, that which restricts in any manner the rights of any present or future holder of any of the Collateral Certificates with respect thereto.
(d) Assignors and Managing Member are the sole members of the Company, and no other Person owns any legal, equitable or beneficial interest in the Company. No Person has The Member Interests are not represented or otherwise evidenced by any option, right of first refusal, right of first offer certificate or other right to acquire all or any portion of document other than the CollateralCertificates.
(e) This Upon the delivery to Lender of the Certificates, this Assignment creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the ObligationsObligations and the performance by Assignors of their obligations hereunder and under the Loan Documents, and upon the filing of UCC Financing Statements with the Secretary of State's Office in the State of New York and Office of the Register of the City of New York, New York County all filings and other actions necessary to perfect and protect such security interests shall have been duly made and taken. Neither Assignor Assignors nor any other Person has performed, nor the Company have performed or will Assignor perform or permit any such other Person to perform, any acts which might prevent Agent Lender from enforcing any of the terms and conditions of this Assignment Agreement or which would limit Agent Lender in any such enforcement.
(f) Assignor consents (to All original notes and other documents or instruments evidencing, constituting, guaranteeing or securing any of the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent Distributions or any other purchaser of right to receive the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such Company with all of the rights Distributions have been endorsed to and privileges of a partner of the same type as Assignor under the applicable Organizational Agreements in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds delivered to ownership of all or any portion of the Pledged Equity InterestsLender.
(g) Assignor’s correct legal name indicated on For the public record purposes of Assignor’s jurisdictionArticle 9-401 of the New York Uniform Commercial Code, mailing addressthe principal place of business of Assignors is located in New York County, identity or corporate structureNew York. In the event that Assignors have more than one (1) place of business in the State of New York, residence or their respective chief executive officeoffice is located in New York County, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached heretoNew York. In order to perfect the pledge and security interests granted herein against AssignorAssignors, an appropriate UCC Financing Statement must be filed with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(i) Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.U.C.
Appears in 1 contract
Samples: Assignment of Member's Interest (Wellsford Real Properties Inc)
Warranties and Covenants. Assignor Pledgor does hereby warrant and represent to, and covenants covenant and agrees agree with AgentAgent and the Banks, as follows:
(a) This Assignment has All material duties, obligations and responsibilities required to be performed by Pledgor or any Company (interests in which are included in the Collateral) as of the date hereof under any of the Organizational Agreements of any such Company in which Pledgor or such Company is a member, partner, shareholder or other equity holder have been duly executed performed in all material respects, and delivered by Assignor and constitutes no default or condition which with the validpassage of time or the giving of notice, legal and binding obligation or both, would constitute a default exists under any of Assignorsuch Organizational Agreements that would have a Material Adverse Effect.
(b) None The Organizational Agreements of the Pledged Equity Interests is evidenced Companies pledged as Collateral have been duly authorized, executed and delivered by any certificatePledgor, instrument, document or other writing other than the Organizational Agreements.
(c) True, correct as applicable and complete copies of each of the Organizational Agreements, together with all amendments thereto, have been delivered to Agent by Assignor, each of the such Organizational Agreements is are in full force and effect and is are enforceable in accordance with its termstheir respective terms except to the extent permitted by Section 8.02 of the Credit Agreement. Upon the occurrence and during the continuance of a Material Possible Default or an Event of Default, and, so long as this Assignment remains in effect, Assignor Pledgor shall not materially modify, amend, cancel, release, surrender or terminatesurrender, terminate or permit the modification, amendment, cancellation, release, surrender or termination of, any of the such Organizational Agreements, or dissolve, liquidate or permit the expiration of any of the such Organizational Agreements or the termination or cancellation thereof, without in each instance the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed.
(dc) Assignor Other than as permitted under the Credit Agreement or the Guaranty (which permission shall be deemed revoked for purposes of this clause (c) for so long as an Event of Default has occurred and is continuing), Pledgor is and shall remain the sole lawful, beneficial and record owner of the Pledged Equity InterestsCollateral, and has hereby granted a security interest to Agent, for the right to receive benefit of the DistributionsBanks, free and clear of all liens, restrictions, claims, Adverse Claims (as defined below), pledges, encumbrances, charges, claims rights of third parties and rights of set-set off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor Pledgor has the full and complete right, power and authority to grant a security interest in the Collateral in favor of Agent, for the benefit of the Banks, in accordance with the terms and provisions of this AssignmentAgreement. Assignor is not and will not become a party to or otherwise be bound by or subject The term “Adverse Claims” shall mean, with respect to any agreementitem of property, other than the Loan Documents, that restricts in any manner the rights of any present or future holder of the Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Collateral.
(e) This Assignment creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the Obligations. Neither Assignor nor any other Person has performed, nor will Assignor perform or permit any such other Person to perform, any acts which might prevent Agent from enforcing the terms and conditions of this Assignment or which would limit Agent in any such enforcement.
(f) Assignor consents (to the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such Company with all of the rights and privileges of a partner of the same type as Assignor under the applicable Organizational Agreements in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) Assignor’s correct legal name indicated on the public record of Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests granted herein against Assignor, an appropriate UCC Financing Statement must be filed with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignmentsclaims, liens, security agreementsinterests, financing statementscharges, continuation statementsoptions, endorsementsrights, assurancesrestrictions on transfer or pledge, instruments, certificates covenants and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(i) Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies encumbrances of any and all kind affecting such filings made by Agent.
item of property, including (jif applicable) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securitiesadverse claims” (as such term is defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 102 of the Uniform Commercial Code Code, other than the liens and security interests created in favor of any jurisdictionAgent pursuant to this Agreement. The obligations and restrictions contained in this clause (c) shall not apply to the Collateral upon its release from the lien and security interest created by this Agreement in accordance with the terms of this Agreement.
Appears in 1 contract
Warranties and Covenants. Assignor does hereby warrant and represent to, and covenants and agrees with Agent, as follows:
(a) This Assignment has been duly executed and delivered by Assignor and constitutes the valid, legal and binding obligation of Assignor.
(b) None of the Pledged Equity Interests is evidenced by any certificate, instrument, document or other writing other than the Organizational Agreements.
(c) True, correct and complete copies of each of the Organizational Agreements, together with all amendments thereto, have been delivered to Agent by Assignor, each of the Organizational Agreements is in full force and effect and is enforceable in accordance with its terms, and, so long as this Assignment remains in effect, Assignor shall not materially modify, amend, cancel, release, surrender or terminate, or permit the modification, amendment, cancellation, release, surrender or termination of, any of the Organizational Agreements, or dissolve, liquidate or permit the expiration of any of the Organizational Agreements or the termination or cancellation thereof, without in each instance the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) Assignor is and shall remain the sole lawful, beneficial and record owner of the Pledged Equity Interests, and the right to receive the Distributions, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor has the full and complete right, power and authority to grant a security interest in the Collateral in favor of Agent, in accordance with the terms and provisions of this Assignment. Assignor is not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan Documents, that restricts in any manner the rights of any present or future holder of the Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Collateral.
(e) This Assignment creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the Obligations. Neither Assignor nor any other Person has performed, nor will Assignor perform or permit any such other Person to perform, any acts which might prevent Agent from enforcing the terms and conditions of this Assignment or which would limit Agent in any such enforcement.
(f) Assignor consents (to the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, ) to the admission of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner member of such the applicable Company with all of the rights and privileges of a partner of the same type as Assignor member under the applicable Organizational Agreements in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) Assignor’s correct legal name indicated on the public record of Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests granted herein against Assignor, an appropriate UCC Financing Statement must be filed with the Secretary of State of Maryland and with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(i) Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged G-1-5 Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Inland Western Retail Real Estate Trust Inc)
Warranties and Covenants. Assignor does hereby warrant and represent to, and covenants covenant and agrees with Agentagree with, Agent as follows:
(a) This Assignment has been duly executed All duties, obligations and delivered responsibilities required to be performed by Assignor as of the date hereof under the Common Stock Agreements have been performed, and constitutes no default or condition which with the validpassage of time or the giving of notice, legal and binding obligation of Assignoror both, would constitute a default exists under the Common Stock Agreements.
(b) None of the Pledged Equity Interests is evidenced by any certificate, instrument, document or other writing other than the Organizational Agreements.
(c) TrueA true, correct and complete copies of each copy of the Organizational Common Stock Agreements, together with all amendments thereto, have been delivered to Agent by Assignor, each of the Organizational is attached hereto as Exhibit "A". The Common Stock Agreements is are in full force and effect effect. Except for the Loan Documents and is enforceable in accordance with its termsthe Common Stock Agreement, and, so long as this Assignment remains in effect, neither Assignor shall not materially modify, amend, cancel, release, surrender or terminate, or permit the modification, amendment, cancellation, release, surrender or termination of, nor any of its directors, officers or shareholders is a party to or is bound by any indenture, contract or other agreement which purports to prohibit, restrict, limit or control the Organizational Agreements, transfer or dissolve, liquidate or permit the expiration of any pledge of the Organizational Agreements or the termination or cancellation thereof, without in each instance the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayedCollateral.
(dc) Assignor is and shall remain the sole sole, lawful, beneficial and record owner of the Pledged Equity Interests, and the right to receive the DistributionsCollateral, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent hereunderhereunder with respect to the Collateral), and Assignor has the full and complete right, power and authority to grant create a security interest in the Collateral in favor of Agent, in accordance with the terms and provisions of this Assignment. Assignor is not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan DocumentsDocuments and the Common Stock Agreement, that which restricts in any manner the rights of any present or future holder of any of the Collateral with respect theretoCollateral. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Collateral.
(ed) This Upon the delivery to Agent of the Common Stock Agreements, this Assignment creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the Obligations. Neither Obligations and the performance by Assignor nor any other Person has performed, nor will of its obligations hereunder and by Assignor perform or permit any such other Person to perform, any acts which might prevent Agent from enforcing of its obligations under the terms and conditions of this Assignment or which would limit Agent in any such enforcement.
(f) Assignor consents (to the extent applicable Law does not prohibit Assignor from pre-consenting)Loan Documents, and hereby directs upon the applicable Company to so consent, to the admission filing of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such Company with all of the rights and privileges of a partner of the same type as Assignor under the applicable Organizational Agreements in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) Assignor’s correct legal name indicated on the public record of Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests granted herein against Assignor, an appropriate UCC Financing Statement must be filed with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(i) Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.U.C.
Appears in 1 contract
Samples: Assignment of Common Stock Agreements (Wellsford Real Properties Inc)
Warranties and Covenants. Assignor does hereby warrant Owner represents, warrants and represent tocovenants that (i) it is a legal entity duly formed, validly existing, and covenants and agrees with Agent, as follows:
(a) This Assignment has been duly executed and delivered by Assignor and constitutes in good standing under the valid, legal and binding obligation of Assignor.
(b) None laws of the Pledged Equity Interests is evidenced by any certificatejurisdiction of its formation, instrument(ii) it and its affiliates have and will continue to have throughout the term hereof the ability to perform their obligations under this Agreement, document or other writing other than the Organizational Agreements.
(ciii) True, correct and complete copies of each of the Organizational Agreements, together with it has all amendments thereto, have been delivered to Agent by Assignor, each of the Organizational Agreements is in full force and effect and is enforceable in accordance with its terms, and, so long as this Assignment remains in effect, Assignor shall not materially modify, amend, cancel, release, surrender or terminate, or permit the modification, amendment, cancellation, release, surrender or termination of, any of the Organizational Agreements, or dissolve, liquidate or permit the expiration of any of the Organizational Agreements or the termination or cancellation thereof, without in each instance the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) Assignor is and shall remain the sole lawful, beneficial and record owner of the Pledged Equity Interests, and the right to receive the Distributions, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor has the full and complete right, necessary power and authority to grant a security interest in execute and deliver this Agreement, (iv) it has read and fully understands the Collateral in favor Franchise Agreement as it applies hereunder, and (v) during the term of Agent, in accordance the Franchise Agreement it will not enter into an agreement for the management of the Hotel that does not comply with the terms and provisions of this Assignmentthe Franchise Agreement, unless otherwise approved by Franchisor. Assignor is not and will not become a party Cost of Enforcement If for any reason it becomes necessary for Franchisor or Owner to initiate any legal or otherwise be bound by equitable action to secure or subject to any agreement, other than the Loan Documents, that restricts in any manner the rights of any present or future holder of the Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Collateral.
(e) This Assignment creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the Obligations. Neither Assignor nor any other Person has performed, nor will Assignor perform or permit any such other Person to perform, any acts which might prevent Agent from enforcing the terms and conditions of this Assignment or which would limit Agent in any such enforcement.
(f) Assignor consents (to the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such Company with all of the rights and privileges of a partner of the same type as Assignor under the applicable Organizational Agreements in the event that Agent exercises protect its rights under this Assignment and Agent or Agreement, the prevailing party will be entitled to recover all costs incurred by it in successfully enforcing such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) Assignor’s correct legal name indicated on the public record of Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests granted herein against Assignor, an appropriate UCC Financing Statement must be filed with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunderincluding reasonable attorneys’ fees. Without limiting Capitalized Terms. Unless the generality of context requires otherwise, capitalized terms not defined herein will have the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and meaning stated in the name of AssignorFranchise Agreement. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. OWNER, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions of Assignor so FRANCHISEE AND FRANCHISOR EACH HEREBY ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY AND THE RIGHT TO CLAIM OR RECEIVE PUNITIVE DAMAGES IN ANY LITIGATION, ACTION, CLAIM, SUIT OR PROCEEDING, AT LAW OR IN EQUITY, ARISING OUT OF, PERTAINING TO OR IN ANY WAY ASSOCIATED WITH THE COVENANTS, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES SET FORTH HEREIN, THE RELATIONSHIPS OF THE PARTIES HERETO, WHETHER AS “OWNER”, “FRANCHISEE,” OR “FRANCHISOR” OR OTHERWISE, THIS AGREEMENT OR ANY OTHER MARRIOTT AGREEMENT, OR ANY ACTIONS OR OMISSIONS IN CONNECTION WITH ANY OF THE FOREGOING. {Signatures appear on following page} 789864v4 - Xxxxxxxxx, XX 00000x0 - Form Amendment to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
Franchise Agreement (i9/18/2014) Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.16
Appears in 1 contract
Warranties and Covenants. Assignor does hereby warrant and represent to, and covenants and agrees with Agent, on the date hereof as follows:
(a) This Assignment has been duly executed and delivered by Assignor and constitutes the valid, legal and binding obligation of Assignor.
(b) None of the Pledged Equity Interests is evidenced by any certificate, instrument, document or other writing other than the Organizational AgreementsAgreement.
(c) True, correct and complete copies of each of the Organizational AgreementsAgreement, together with all amendments thereto, have been delivered to Agent by Assignor, each of and the Organizational Agreements Agreement is in full force and effect and is enforceable in accordance with its terms, and, so long as this Assignment remains in effect, Assignor shall not materially modify, amend, cancel, release, surrender or terminate, or permit the material modification, amendment, cancellation, release, surrender or termination of, any of the Organizational AgreementsAgreement, or dissolve, liquidate or permit the expiration of any of the Organizational Agreements Agreement or the termination or cancellation thereof, without in each instance the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) Assignor is is, and subject to the occurrence of a Permitted Transfer, shall remain the sole lawful, beneficial and record owner of the Pledged Equity Interests, and the Assignor's right to receive the Distributions, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off set‑off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor has the full and complete right, power and authority to grant a security interest in the Collateral in favor of Agent, in accordance with the terms and provisions of this Assignment. Assignor is not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan Documents, that restricts in any manner the rights of any present or future holder of the Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Collateral.
(e) This Assignment creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the Obligations. Neither Assignor nor any other Person has not performed, nor will Assignor perform or permit any such other Person to performin bad faith, any acts which might prevent Agent from enforcing the terms and conditions of this Assignment or which would limit Agent in any such enforcement.
(f) Assignor consents (to the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner member of such the Company with all of the rights and privileges of a partner member of the same type as such Assignor under the applicable Organizational Agreements Agreement in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) Assignor’s correct legal name indicated on the public record of Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests granted herein against Assignor, an appropriate UCC Financing Statement must be filed with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole commercially reasonable discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) To the extent required hereunder, Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies the perfection of Agent's security interest in the Collateral granted hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall reasonably be deemed desirable necessary by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions substitution of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. In the event there is a Permitted Transfer, Assignor also shall furnish to Agent such evidence information as Agent reasonably may require from time to time in connection therewith, including without limitation, the execution of a collateral assignment of membership interests by such transferee under such Permitted Transfer, to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(i) Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may reasonably deem necessary or desirable in order to perfect the security interests granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of AssignorAssignment. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCCCode), and (C) be credited to a securities account. None of the The Organizational Documents Agreement does not expressly provides provide that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.
Appears in 1 contract
Samples: Collateral Assignment of Membership Interests Agreement (Washington Prime Group, L.P.)
Warranties and Covenants. Each Assignor does hereby warrant and represent to, and covenants and agrees with Agent, as follows:
(a) 27.1. This Assignment has been duly executed and delivered by such Assignor and constitutes the valid, legal and binding obligation of such Assignor.
(b) None 27.2. The outstanding principal balance of the Pledged Equity Interests is evidenced by any certificate, instrument, document or other writing other than the Organizational Agreements.
(c) True, correct and complete copies of Receivables from each of the Organizational AgreementsIntercompany Obligors obligated to such Assignor as of the date hereof is currently shown on Exhibit A hereto.
27.3. The original executed copies of all Notes evidencing the Intercompany Debt owing to such Assignor, together with original executed copies of all amendments and allonges thereto, have been delivered to Agent by such Assignor, each of the Organizational Agreements is such Notes are in full force and effect and is are enforceable in accordance with its their respective terms, and, so long as this Assignment remains in effect, such Assignor shall not materially modify, amend, cancel, release, surrender or terminateterminate such Notes, or permit the modification, amendment, cancellation, release, surrender or termination of, any of the Organizational Agreements, or dissolve, liquidate or permit the expiration of any of the Organizational Agreements or the termination or cancellation thereofsuch Notes, without in each instance giving prior written notice thereof to the Agent, and, if such Assignor proposes to take any such action when an Event of Default has occurred and is continuing, the prior written consent of Agent, which consent Agent shall not be unreasonably withheld, conditioned or delayedrequired as a condition thereto.
(d) 27.4. Such Assignor is and shall remain the sole lawful, beneficial and record owner of all Notes evidencing the Pledged Equity Interests, Intercompany Debt owing to such Assignor and the right to receive the Distributionsrelated Receivables, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent hereunder), and such Assignor has the full and complete right, power and authority to grant a security interest in its portion of the Receivables Collateral in favor of Agent, in accordance with the terms and provisions of this Assignment. Such Assignor is not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan Documents, that restricts in any manner the rights of any present or future holder of its portion of the Receivables Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Receivables Collateral.
(e) 27.5. This Assignment creates a valid and binding first priority security interest in its portion of the Receivables Collateral securing the payment and performance of the Obligations. Neither such Assignor nor any other Person has performed, nor will such Assignor perform or permit any such other Person to perform, any acts which might prevent Agent from enforcing the terms and conditions of this Assignment or which would limit Agent in any such enforcement.
(f) Assignor consents (to the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such Company with all of the rights and privileges of a partner of the same type as Assignor under the applicable Organizational Agreements in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) 27.6. Such Assignor’s correct legal name indicated on the public record of such Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth next to its signature hereon or on Schedule 1 attached hereto and by this reference made a part hereof. Such Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests granted herein against Assignor, in addition to the delivery of the originals of such Notes to Agent, an appropriate UCC Financing Statement must shall be filed with the Secretary of State of Delawarethe state in which such Assignor is organized. Such Assignor covenants and agrees that such Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or authorize Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) 27.7. Such Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to its portion of the Receivables Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, such Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent its portion of the Receivables Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of such Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and such Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions of such Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Such Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in its portion of the Receivables Collateral.
(i) 27.8. Such Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to its portion of the Receivables Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of such Assignor. Agent shall upon request provide such Assignor with copies of any and all such filings made by Agent.
(j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.
Appears in 1 contract
Warranties and Covenants. Assignor does Assignors do hereby warrant and represent to, and covenants covenant and agrees agree with Agent, as follows:
(a) This Assignment has been duly executed and delivered by Assignor Assignors and constitutes the valid, legal and binding obligation of AssignorAssignors. No consent from any other partner or member in the Companies is required as a condition to the effectiveness of this Assignment.
(b) None of the Pledged Equity Interests is evidenced by any certificate, instrument, document or other writing other than the Organizational Agreements.
(c) True, correct and complete copies of each of the Organizational Agreements, together with all amendments thereto, have been delivered to Agent by AssignorAssignors, each of the Organizational Agreements is in full force and effect and is enforceable in accordance with its terms, and, so long as this Assignment remains in effect, Assignor Assignors shall not materially modify, amend, cancel, release, surrender or terminate, or permit the modification, amendment, cancellation, release, surrender or termination of, any of the Organizational Agreements, or dissolve, liquidate or permit the expiration of any of the Organizational Agreements or the termination or cancellation thereof, without in each instance the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) Assignor is Assignors are and shall remain the sole lawful, beneficial and record owner owners of the Pledged Equity Interests, and the right to receive the Distributions, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor has Assignors have the full and complete right, power and authority to grant a security interest in the Collateral in favor of Agent, in accordance with the terms and provisions of this Assignment. Assignor is Assignors are not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan Documents, that restricts in any manner the rights of any present or future holder of the Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Collateral.
(e) This Assignment creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the Obligations. Neither Assignor Assignors nor any other Person has performed, nor will Assignor Assignors perform or permit any such other Person to perform, any acts which might prevent Agent from enforcing the terms and conditions of this Assignment or which would limit Agent in any such enforcement.
(f) Assignor Each of the Assignors consents (to the extent applicable Law does not prohibit Assignor Assignors from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such Company with all of the rights and privileges of a partner of the same type as such Assignor under the applicable Organizational Agreements in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) Assignor’s Assignors’ correct legal name names indicated on the public record of Assignor’s jurisdictionAssignors’ jurisdictions, mailing addressaddresses, identity identities or corporate structurestructures, residence residences or chief executive officeoffices, jurisdiction jurisdictions of organization, organizational identification numbernumbers, and federal tax identification numbernumbers, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has Assignors have been using or operating under said namenames, identity identities or corporate structure structures without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests granted herein against AssignorAssignors, an appropriate UCC Financing Statement must be filed with the Secretary of State of Delaware. Assignor covenants Assignors covenant and agrees agree that Assignor Assignors shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) Assignor agrees Assignors agree to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor Assignors shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor Assignors to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of AssignorAssignors, and Assignor Assignors hereby irrevocably appoints appoint Agent the agent and attorney-in-fact with full power of substitutions of Assignor Assignors so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor Assignors will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor Assignors also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(i) Assignor Assignors hereby authorizes authorize Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests granted by Assignor Assignors under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number numbers and organizational number numbers of AssignorAssignors. Agent shall upon request provide Assignor Assignors with copies of any and all such filings made by Agent.
(j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.
Appears in 1 contract
Warranties and Covenants. Assignor does hereby warrant and represent to, and covenants and agrees with Agent, as follows:
(a) This Assignment has been duly executed and delivered by Assignor and constitutes the valid, legal and binding obligation of Assignor. No consent from any other partner or member in the Companies is required as a condition to the effectiveness of this Assignment, except for the consent of The Xxxxxxxx Company, LLC with respect to the Pledged Equity Interest in Xxxxxx Commons, LLC, which consent has been obtained and delivered to the Agent in the form attached hereto as Exhibit “B” and made a part hereof.
(b) None of the Pledged Equity Interests is evidenced by any certificate, instrument, document or other writing other than the Organizational Agreements.
(c) True, correct and complete copies of each of the Organizational Agreements, together with all amendments thereto, have been delivered to Agent by Assignor, each of the Organizational Agreements is in full force and effect and is enforceable in accordance with its terms, and, so long as this Assignment remains in effect, Assignor shall not materially modify, amend, cancel, release, surrender or terminate, or permit the modification, amendment, cancellation, release, surrender or termination of, any of the Organizational Agreements, or dissolve, liquidate or permit the expiration of any of the Organizational Agreements or the termination or cancellation thereof, without in each instance the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) Assignor is and shall remain the sole lawful, beneficial and record owner of the Pledged Equity Interests, and the right to receive the Distributions, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor has the full and complete right, power and authority to grant a security interest in the Collateral in favor of Agent, in accordance with the terms and provisions of this Assignment. Assignor is not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan Documents, that restricts in any manner the rights of any present or future holder of the Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Collateral, except the express rights of The Xxxxxxxx Company, LLC under the Organizational Agreements with respect to Xxxxxx Commons, LLC.
(e) This Assignment creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the Obligations. Neither Assignor nor any other Person has performed, nor will Assignor perform or permit any such other Person to perform, any acts which might prevent Agent from enforcing the terms and conditions of this Assignment or which would limit Agent in any such enforcement.
(f) Assignor consents (to the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, ) to the admission of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner member of such the applicable Company with all of the rights and privileges of a partner of the same type as Assignor member under the applicable Organizational Agreements in G-2-4 the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) Assignor’s correct legal name indicated on the public record of Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests granted herein against Assignor, an appropriate UCC Financing Statement must be filed with the Secretary of State of Maryland and with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(i) Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Inland Western Retail Real Estate Trust Inc)
Warranties and Covenants. Assignor does hereby warrant and represent to, and covenants and agrees with Agent, as follows:
(a) This Assignment has been duly executed and delivered by Assignor and constitutes the valid, legal and binding obligation of Assignor.
(b) None The outstanding principal balance of the Pledged Equity Interests Note as of the date hereof is evidenced by any certificate, instrument, document or other writing other than the Organizational Agreements$5,000,000.
(c) True, correct and complete copies of each The original executed copy of the Organizational AgreementsNote, together with original executed copies of all amendments and allonges thereto, have been delivered to Agent by Assignor, each of the Organizational Agreements Note is in full force and effect and is enforceable in accordance with its terms, and, so long as this Assignment remains in effect, Assignor shall not materially modify, amend, cancel, release, surrender or terminateterminate the Note, or permit the modification, amendment, cancellation, release, surrender or termination of, any of the Organizational Agreements, or dissolve, liquidate or permit the expiration of any of the Organizational Agreements or the termination or cancellation thereofNote, without in each instance the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) Assignor is and shall remain the sole lawful, beneficial and record owner of the Pledged Equity Interests, Note and the right to receive the DistributionsNote Receivables, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor has the full and complete right, power and authority to grant a security interest in the Collateral in favor of Agent, in accordance with the terms and provisions of this Assignment. Assignor is not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan Documents, that restricts in any manner the rights of any present or future holder of the Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Collateral.
(e) This Assignment creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the Obligations. Neither Assignor nor any other Person has performed, nor will Assignor perform or permit any such other Person to perform, any acts which might prevent Agent from enforcing the terms and conditions of this Assignment or which would limit Agent in any such enforcement.
(f) Assignor consents (to the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such Company with all of the rights and privileges of a partner of the same type as Assignor under the applicable Organizational Agreements in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) Assignor’s correct legal name indicated on the public record of Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests granted herein against Assignor, in addition to the delivery of the original of the Note to Agent, an appropriate UCC Financing Statement must shall be filed with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(hg) Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(ih) Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.
Appears in 1 contract
Warranties and Covenants. The Assignor does hereby warrant and represent torepresents, warrants and covenants and agrees with Agent, as follows:
that: (a) This Assignment has been duly executed Schedule A sets forth a true and delivered complete list of all Trademarks and Trademark Registrations now owned, licensed, controlled or used by Assignor and constitutes the valid, legal and binding obligation of Assignor.
; (b) None the Trademarks and Trademark Registrations are subsisting and have not been adjudged invalid or unenforceable, in whole or in part, and there is no litigation or proceeding pending concerning the validity or enforceability of the Pledged Equity Interests is evidenced by any certificate, instrument, document Trademarks or other writing other than the Organizational Agreements.
Trademark Registrations; (c) True, correct and complete copies of each to the best of the Organizational Agreements, together with all amendments thereto, have been delivered to Agent by Assignor's knowledge, each of the Organizational Agreements Trademarks and Trademark Registrations is in full force valid and effect and is enforceable in accordance with its terms, and, so long as this Assignment remains in effect, Assignor shall not materially modify, amend, cancel, release, surrender or terminate, or permit enforceable; (d) to the modification, amendment, cancellation, release, surrender or termination of, any best of the Organizational AgreementsAssignor's knowledge, there is no infringement by others of the Trademarks, Trademark Registrations or dissolve, liquidate or permit Trademark Rights; (e) no claim has been made that the expiration use of any of the Organizational Agreements Trademarks does or may violate the termination or cancellation thereofrights of any third person, without in each instance and to the prior written consent best of Agentthe Assignor's knowledge, which consent shall not be unreasonably withheld, conditioned or delayed.
there is no infringement by the Assignor of the trademark rights of others; (df) the Assignor is and shall remain the sole lawful, beneficial and record exclusive owner of the Pledged Equity Interestsentire and unencumbered right, title and interest in and to each of the right Trademarks (other than ownership and other rights reserved by third party owners with respect to, Trademarks that the Assignor is licensed to receive the Distributionsuse), free and clear of all any liens, restrictions, claims, pledges, encumbrances, charges, claims of encumbrances and adverse claims, including pledges, assignments, licenses, registered user agreements and covenants by the Assignor not to xxx third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor has the full and complete right, power and authority to grant a security interest in the Collateral in favor of Agent, in accordance with the terms and provisions of this Assignment. Assignor is not and will not become a party to or otherwise be bound by or subject to any agreementpersons, other than the Loan Documentssecurity interest and assignment created by the Assignor Security Agreement and this Trademark Agreement; (g) the Assignor has the unqualified right to enter into this Trademark Agreement and to perform its terms and has entered and will enter into written agreements with each of its present and future employees, agents, consultants, licensors and licensees that restricts will enable them to comply with the covenants herein contained; (h) the Assignor has used, and will continue to use, proper statutory and other appropriate proprietary notices in any manner the rights of any present or future holder connection with its use of the Collateral Trademarks; (i) the Assignor has used, and will continue to use for the duration of this Trademark Agreement, consistent standards of quality in its manufacture and provision of products and services sold or provided under the Trademarks; (j) this Trademark Agreement, together with respect thereto. No Person has any optionthe Assignor Security Agreement, right of first refusal, right of first offer or other right to acquire all or any portion will create in favor of the Collateral.
(e) This Assignment creates Agent and the Lenders a valid and binding perfected first priority security interest in the Collateral securing Pledged Trademarks upon making the payment and performance of the Obligations. Neither Assignor nor any other Person has performed, nor will Assignor perform or permit any such other Person filings referred to perform, any acts which might prevent Agent from enforcing the terms and conditions in clause (k) of this Assignment or which would limit Agent in any such enforcement.
ss.3; and (fk) Assignor consents (to the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such Company with all of the rights and privileges of a partner of the same type as Assignor under the applicable Organizational Agreements in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) Assignor’s correct legal name indicated on the public record of Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change except for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests granted herein against Assignor, an appropriate UCC Financing Statement must be filed filing of financing statements with the Delaware Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(i) Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code and the recording of this Trademark Agreement with the PTO, no authorization, approval or other action by, and no notice to or filing with, any governmental or regulatory authority, agency or office is required either (i) for the grant by the Assignor or the effectiveness of the security interest and assignment granted hereby or for the execution, delivery and performance of this Trademark Agreement by the Assignor, or (ii) for the perfection of or the exercise by the Agent and/or the Lenders of any jurisdictionof their rights and remedies hereunder.
Appears in 1 contract
Samples: Credit Agreement (Scan Optics Inc)
Warranties and Covenants. Assignor does hereby warrant and represent to, and covenants and agrees with AgentLender, as follows:
(a) : This Assignment has been duly executed and delivered by Assignor and constitutes the valid, legal and binding obligation of Assignor.
(b) . None of the Pledged Equity Interests is evidenced by any certificate, instrument, document or other writing other than the Organizational Agreements.
(c) . True, correct and complete copies of each of the Organizational Agreements, together with all amendments thereto, have been delivered to Agent Lender by Assignor, each of the Organizational Agreements is in full force and effect and is enforceable in accordance with its terms, and, so long as this Assignment remains in effect, Assignor shall not materially modify, materially amend, cancel, release, surrender or terminate, or permit the material modification, material amendment, cancellation, release, surrender or termination of, any of the Organizational Agreements, or dissolve, liquidate or permit the expiration of any of the Organizational Agreements or the termination or cancellation thereof, without in each instance the prior written consent of AgentLender, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) . Assignor is and shall remain the sole lawful, beneficial and record owner of the Pledged Equity Interests, and the right to receive the Distributions, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent Lender hereunder), and Assignor has the full and complete right, power and authority to grant a security interest in the Collateral in favor of Agentthe Lender, in accordance with the terms and provisions of this Assignment. Assignor is not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan Documents, that restricts in any manner the rights of any present or future holder of the Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Collateral.
(e) . This Assignment creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the Obligations. Neither Assignor nor any other Person has performed, nor will Assignor perform or permit any such other Person to perform, any acts which might prevent Agent Lender from enforcing the terms and conditions of this Assignment or which would limit Agent Lender in any such enforcement.
(f) . Assignor consents (to the extent applicable Law law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent Lender or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such Company with all of the rights and privileges of a partner member of the same type as Assignor under the applicable Organizational Agreements in the event that Agent Lender exercises its rights under this Assignment and Agent Lender or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) . Assignor’s correct legal name indicated on the public record of Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests granted herein against Assignor, an appropriate UCC Financing Statement must be filed with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent Lender thirty (30) days prior written notice of any such change and caused to be filed at the request of AgentLender, or AgentLender’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent Lender may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) . Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent Lender may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent Lender its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of AgentLender, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent Lender all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent Lender from time to time may require for the better assuring, conveying, assigning and confirming to Agent Lender the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent Lender may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent Lender the agent and attorney-in-fact with full power of substitutions of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent Lender may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent Lender such evidence as Agent Lender reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(i) . Assignor hereby authorizes AgentLender, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent Lender may deem necessary or desirable in order to perfect the security interests granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent Lender may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent Lender shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) Lender. The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Independence Realty Trust, Inc)
Warranties and Covenants. Assignor does hereby warrant and represent to, and covenants and agrees with Agent, as follows:
(a) a. This Assignment has been duly executed and delivered by Assignor and constitutes the valid, legal and binding obligation of Assignor. No consent from any other partner or member in the Company is required as a condition to the effectiveness of this Assignment.
(b) b. None of the Pledged Equity Interests is evidenced by any certificate, instrument, document or other writing other than the Organizational AgreementsAgreement.
(c) c. True, correct and complete copies of each of the Organizational AgreementsAgreement, together with all amendments thereto, have been delivered to Agent by Assignor, each of the Organizational Agreements Agreement is in full force and effect and is enforceable in accordance with its terms, and, so long as this Assignment remains in effect, Assignor shall not materially modify, amend, cancel, release, surrender or terminate, or permit the modification, amendment, cancellation, release, surrender or termination of, any of the Organizational AgreementsAgreement, or dissolve, liquidate or permit the expiration of any of the Organizational Agreements Agreement or the termination or cancellation thereof, without in each instance the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) d. Assignor is and shall remain the sole lawful, beneficial and record owner owners of the Pledged Equity Interests, and the right to receive the Distributions, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor has the full and complete right, power and authority to grant a security interest in the Collateral in favor of Agent, in accordance with the terms and provisions of this Assignment. Assignor is not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Loan Documents, that restricts in any manner the rights of any present or future holder of the Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Collateral.
(e) e. This Assignment creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the Obligations. Neither Assignor nor any other Person has performed, nor will Assignor perform or permit any such other Person to perform, any acts which might prevent Agent from enforcing the terms and conditions of this Assignment or which would limit Agent in any such enforcement.
(f) f. Assignor consents (to the extent applicable Law does not prohibit Assignor from pre-consenting), and hereby directs the applicable Company to so consent, to the admission of Agent or any other purchaser of the Pledged Equity Interests upon a foreclosure sale as a substitute partner of such the Company with all of the rights and privileges of a partner of the same type as such Assignor under the applicable Organizational Agreements Agreement in the event that Agent exercises its rights under this Assignment and Agent or such other purchaser succeeds to ownership of all or any portion of the Pledged Equity Interests.
(g) g. Assignor’s correct legal name names indicated on the public record of Assignor’s jurisdiction, mailing address, identity or corporate structure, residence or chief executive office, jurisdiction of organization, organizational identification number, and federal tax identification number, are as set forth on Schedule 1 attached hereto and by this reference made a part hereof. Assignor has been using or operating under said name, identity or corporate structure without change for the time period set forth on Schedule 1 attached hereto. In order to perfect the pledge and security interests interest granted herein against Assignor, an appropriate UCC Financing Statement must be filed with the Secretary of State of Delaware. Assignor covenants and agrees that Assignor shall not change any of the matters addressed by the first two sentences of this subsection unless it has given Agent thirty (30) days prior written notice of any such change and caused to be filed at the request of Agent, or Agent’s counsel to file, such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(h) h. Assignor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, documents, endorsements, assurances and instruments as Agent may reasonably at any time request in connection with the administration or enforcement of this Assignment or related to the Collateral or any part thereof or in order to better assure and confirm unto Agent its rights, powers and remedies hereunder. Without limiting the generality of the foregoing, at any time and from time to time, Assignor shall, at the request of Agent, make, execute, acknowledge, and deliver or authorize the execution and delivery of and where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time in such offices and places as shall be deemed desirable by Agent all such other and further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, certificates and other documents as Agent from time to time may require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, re-record and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact with full power of substitutions substitution of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such waivers of lien, estoppel certificates or subordination agreements as Agent may reasonably require to insure the priority of its security interest in the Collateral. Assignor also shall furnish to Agent such evidence as Agent reasonably may require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.
(i) i. Assignor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral or any portion thereof in such jurisdictions as Agent may deem necessary or desirable in order to perfect the security interests interest granted by Assignor under this Assignment or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number and organizational number of Assignor. Agent shall upon request provide Assignor with copies of any and all such filings made by Agent.
(j) j. The Pledged Equity Interests and the Distributions are not and will not (A) be dealt in or traded on securities exchanges or in securities markets, (B) be “investment company securities” (as defined in Section 8-103(b) of the UCC), and (C) be credited to a securities account. None of the Organizational Documents expressly provides that the Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code of any jurisdiction.
Appears in 1 contract
