Common use of Warranties, etc Clause in Contracts

Warranties, etc. The Pledgors represent and warrant unto the Lender that, as of the Funding Date: (a) Niswonger and Tweed are the legal and beneficial owners of, xxx xxxe good and marketable title to (and have full right and authority to pledge and assign), the Landair Acquisition Pledged Shares, free and clear of all liens, security interests, options, or other charges or encumbrances, except any lien or security interest granted pursuant hereto in favor of the Lender; (b) Landair Acquisition, Niswonger and Tweed are the legal and beneficial owners of, xxx xxxe good and marketable title to (and have full right and authority to pledge and assign), approximately seventy percent (70%) of the Landair Pledged Shares, free and clear of all liens, security interests, options, or other charges or encumbrances, except any lien or security interest granted pursuant hereto in favor of the Lender; (c) the pledge of such Collateral and all proceeds thereof, upon delivery to the Lender, is effective to create a valid first priority security interest in such Collateral and such proceeds thereof, securing payment of the Obligations; (d) in the case of any Pledged Shares constituting such Collateral, all of such Pledged Shares have been duly authorized and validly issued, and are fully paid, and non-assessable; (e) the Landair Acquisition Pledged Shares represent all of the capital stock of Landair Acquisition owned, held or controlled by Niswonger and Tweed; and (f) the Landair Pledged Xxxxxx xepresent all of the capital stock of Landair owned or controlled by the Pledgors.

Warranties, etc. The Pledgors represent Each Pledgor represents and warrant unto the Lender thatwarrants[, as of the Funding Closing Date,] as follows: (a) Niswonger The Pledgor is and Tweed are at all times will be the legal and beneficial owners owner of, xxx xxxe and has and will have at all times good and marketable title to (and has and will at all times have full right and authority to pledge and assign), the Landair Acquisition Pledged Shares) all Collateral, free and clear of all liens, security interests, options, Liens or other charges or encumbrances, except any lien or security interest the Lien granted pursuant hereto in favor of the Lender;Collateral Agent. (b) Landair Acquisition, Niswonger and Tweed are the legal and beneficial owners of, xxx xxxe good and marketable title to (and have full right and authority to pledge and assign), approximately seventy percent (70%) The delivery of the Landair Collateral (including, without limitation, the delivery of the Initial Pledged Shares, free and clear of all liens, security interests, options, or other charges or encumbrances, except any lien or security interest granted pursuant hereto in favor of the Lender; (c) the pledge of such Collateral and all proceeds thereof, upon delivery to the Lender, Collateral Agent is effective to create a valid valid, perfected, first priority security interest in such Collateral and such all proceeds thereof, securing payment the Secured Obligations, and no filing or other action is necessary to perfect or protect such security interest, except that the filing of a financing statement, the taking of possession or some other action may be required under Section 9-315 of the Obligations;U.C.C. to perfect a security interest in certain proceeds of the Collateral that does not constitute Pledged Shares or other securities or instruments. (c) On the date hereof the Initial Pledged Shares constitute, and at all times thereafter the Pledged Shares will constitute, 100% of all of the issued and outstanding shares of each Subsidiary, except (i) as otherwise set forth on Attachment I and (ii) with respect to the Luxembourg Subsidiary of which on the date hereof the Pledged LLC Interests will constitute, and at all time thereafter the Pledged LLC Interests will constitute, 65% of all of the issued and outstanding shares of the Luxembourg Subsidiary. (d) in the case of any Pledged Shares constituting such Collateral, all of such The Pledged Shares have been duly authorized and validly issued, and are fully paid, and non-assessable;nonassessable. (e) No authorization, approval, or other action by and no notice to or filing with, any Governmental Authority is or will be required either: (i) for the Landair Acquisition pledge by the Pledgor of any Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by the Pledgor, or (ii) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement (except, with respect to any Pledged Shares, as may be required in connection with a disposition of such Pledged Shares represent all by laws affecting the offering and sale of the capital stock of Landair Acquisition owned, held or controlled by Niswonger and Tweed; and (f) the Landair Pledged Xxxxxx xepresent all of the capital stock of Landair owned or controlled by the Pledgorssecurities generally).

Warranties, etc. The Pledgors represent Pledgor represents and warrant unto the Lender that, warrants to PLSH that as of the Funding Datedate hereof: (a) Niswonger Pledgor has all requisite power and Tweed are authority to execute and deliver and perform Pxxxxxx’s obligations under this Agreement and to pledge the Pledged Shares hereunder. (b) The execution, delivery and performance of this Agreement by Pxxxxxx, and the pledge of the Pledged Shares 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 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) Pledgor is the legal and beneficial owners owner of, xxx xxxe and has good and marketable title to (and have has full right and authority to pledge and assign), the Landair Acquisition ) all Pledged Shares, free and clear of all liens, security interests, options, Liens or other charges or encumbrances, except any lien Lien or security interest granted pursuant hereto in favor of the Lender;PLSH or acknowledged and approved in writing by PLSH. (bd) Landair Acquisition, Niswonger and Tweed are The delivery of the legal and beneficial owners of, xxx xxxe good and marketable title Pledged Shares to Escrow Agent (and have full right and authority to pledge and assignor PLSH), approximately seventy percent (70%) together with stock powers endorsed in blank in respect of the Landair Pledged Shares, free and clear of all liensshall be effective to create a valid, security interestsperfected, options, or other charges or encumbrances, except any lien or first priority security interest granted pursuant hereto (or such other priority as PLSH may deem acceptable) in favor of the Lender; (c) the pledge of such Collateral Pledged Shares and all proceeds thereof, upon delivery to securing the Lender, is effective to create a valid first priority security interest in such Collateral and such proceeds thereof, securing payment of the Indemnity Obligations; (d) in the case of any Pledged Shares constituting such Collateral, all of such Pledged Shares have been duly authorized and validly issued, and are fully paid, and non-assessable;no filing or other action shall be necessary to perfect or protect such security interest. (e) the Landair Acquisition Pledged Shares represent all of the capital stock of Landair Acquisition ownedNo authorization, held approval, or controlled by Niswonger other action by, and Tweed; and (f) the Landair Pledged Xxxxxx xepresent all of the capital stock of Landair owned no notice to or controlled by the Pledgors.filing with, any governmental authority is required either

Warranties, etc. The Pledgors represent Each Pledgor represents and warrant warrants unto the Lender that, Bank that as at the date hereof and as at the date of any further pledge hereunder by such Pledgor to the Funding Date:Bank of any Collateral, (a) Niswonger and Tweed are such Pledgor is or will be the legal and beneficial owners owner of, xxx xxxe and has or will have good and marketable title to (and has or will have full right and authority to pledge and assign), the Landair Acquisition Pledged Shares) such Collateral, free and clear of all liens, security interests, options, options or other charges or encumbrances, except any lien or security interest granted pursuant hereto in favor of the LenderBank and, as to Collateral other than Pledged Shares and Pledged Notes, liens permitted by Section 5.16 of the Parent Loan Agreement; (b) Landair Acquisition, Niswonger and Tweed are the legal and beneficial owners of, xxx xxxe good and marketable title to (and have full right and authority to pledge and assign), approximately seventy percent (70%) of the Landair Pledged Shares, free and clear of all liens, security interests, options, or other charges or encumbrances, except any lien or security interest granted pursuant hereto in favor of the Lender; (c) the pledge of such Collateral all Pledged Shares and all proceeds thereofPledged Notes is or, upon delivery to the LenderBank, is will be effective to create a valid valid, perfected first priority security interest in such Collateral and such all proceeds thereof, securing payment of the Obligations; (dc) in the case of any Pledged Shares constituting such Collateral, all of such Pledged Shares have been are or will be duly authorized and validly issued, and are fully paid, paid and non-assessable; (ed) the Landair Acquisition Initial Pledged Shares represent all constitute that percentage of the issued and outstanding shares of capital stock of Landair Acquisition ownedeach Pledged Share Issuer indicated on Attachment I hereto; (e) each Pledged Note and each promissory note pledged hereunder has been duly authorized, held or controlled by Niswonger executed, endorsed, issued and Tweeddelivered and is the legal, valid and binding obligation of the issuer thereof, is not in default, is not overdue and has not been dishonored; and (f) no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is or will be required either (i) for the Landair Pledged Xxxxxx xepresent all pledge by such Pledgor of any Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by such Pledgor, or (ii) for the exercise by the Bank of the capital stock voting or other rights provided for in this Agreement, or as may be required in connection with a disposition of Landair owned Collateral by laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Agreement. No filing or controlled by other action will be necessary to perfect or protect the Pledgorssecurity interest described in clause (b) above.