Common use of Warranties, etc Clause in Contracts

Warranties, etc. Pledgor represents and warrants unto the Secured Party that as at the date of each pledge hereunder (including each pledge of Pledged Shares) by Pledgor to the Secured Party of any Collateral, (a) Pledgor has all requisite power and authority, and has taken all necessary corporate action, to execute and deliver and perform its obligations under this Pledge Agreement and to pledge the Collateral hereunder. (b) The execution, delivery and performance of this Agreement by Pledgor, and the pledge of the Collateral hereunder do not and will not conflict with, result in any violation of, or constitute any default under, any provision of any contractual obligation of Pledgor or any law or government regulation or court decree or order and will not result in or require the creation or imposition of any lien on any of Pledgor's properties pursuant to the provisions of any contractual obligation. This Agreement is the legal, valid and binding obligation of Pledgor enforceable in accordance with its terms subject to the effect of (i) any applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally; and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) Except as disclosed in the Purchase Agreement, there is no pending or, to the knowledge of Pledgor, threatened litigation, arbitration or governmental investigation, proceeding or inquiry against Pledgor, or to which any of its properties, assets or revenues is subject. (d) Pledgor will be the legal and beneficial owner of, and will have good and marketable title to (and will have full right and authority to pledge and assign) all Collateral, free and clear of all liens or other charges or encumbrances, except any lien or security interest granted pursuant hereto in favor of the Secured Party. (e) The delivery of the Collateral (including the delivery of the Initial Pledged Shares) to the Secured Party will be effective to create a valid, perfected, first priority security interest in such Collateral and all proceeds thereof, securing the Secured Obligations, and no filing or other action will be necessary to perfect or protect such security interest. (f) In the case of any Pledged Shares constituting Collateral, all of such Pledged Shares will be duly authorized and validly issued, fully paid, and non-assessable. (g) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority will be required either (i) for the pledge by Pledgor of any Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by Pledgor, or (ii) for the exercise by the Secured Party of the voting or other rights provided for in this Agreement, or (except, with respect to any Pledged Shares, as may be required in connection with a disposition of such Pledged Shares by laws affecting the offering and sale of securities generally) the remedies in respect of the Collateral pursuant to this Agreement.

Warranties, etc. Pledgor represents and warrants unto the Secured Party to PLSH that as at of the date of each pledge hereunder (including each pledge of Pledged Shares) by Pledgor to the Secured Party of any Collateral,hereof: (a) Pledgor has all requisite power and authority, and has taken all necessary corporate action, authority to execute and deliver and perform its Pxxxxxx’s obligations under this Pledge Agreement and to pledge the Collateral Pledged Shares hereunder. (b) The execution, delivery and performance of this Agreement by PledgorPxxxxxx, and the pledge of the Collateral hereunder Pledged Shares hereunder, do not and will not conflict with, result in any violation of, or constitute any default under, under any provision of any contractual obligation of Pledgor or any law or government regulation or court decree or order and will not result in or require the creation or imposition of any lien Lien on any of Pledgor's ’s properties pursuant to the terms or provisions of any contractual obligation. This Agreement is the legal, valid and binding obligation of Pledgor enforceable in accordance with its terms subject to the effect of: (i) any applicable bankruptcy, insolvency or similar laws affecting creditors' ’ rights generally; and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) Except as disclosed in the Purchase Agreement, there Pledgor is no pending or, to the knowledge of Pledgor, threatened litigation, arbitration or governmental investigation, proceeding or inquiry against Pledgor, or to which any of its properties, assets or revenues is subject. (d) Pledgor will be the legal and beneficial owner of, and will have has good and marketable title to (and will have has full right and authority to pledge and assign) all CollateralPledged Shares, free and clear of all liens Liens or other charges or encumbrances, except any lien Lien or security interest granted pursuant hereto in favor of the Secured PartyPLSH or acknowledged and approved in writing by PLSH. (ed) The delivery of the Collateral Pledged Shares to Escrow Agent (including the delivery or PLSH), together with stock powers endorsed in blank in respect of the Initial Pledged Shares) to the Secured Party will , shall be effective to create a valid, perfected, first priority security interest (or such other priority as PLSH may deem acceptable) in such Collateral Pledged Shares and all proceeds thereof, securing the Secured Indemnity Obligations, and no filing or other action will shall be necessary to perfect or protect such security interest. (f) In the case of any Pledged Shares constituting Collateral, all of such Pledged Shares will be duly authorized and validly issued, fully paid, and non-assessable. (ge) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority will be is required either (i) for the pledge by Pledgor of any Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by Pledgor, or (ii) for the exercise by the Secured Party of the voting or other rights provided for in this Agreement, or (except, with respect to any Pledged Shares, as may be required in connection with a disposition of such Pledged Shares by laws affecting the offering and sale of securities generally) the remedies in respect of the Collateral pursuant to this Agreement.