Covenants of the Pledgor. 6.1. During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor will:
6.1.1 Not transfer or assign the Pledged Equity, create or permit the existence of any other pledges or other forms of security which may affect the rights or benefits of the Pledgee without prior written consent of the Pledgee;
6.1.2 Comply with laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and
6.1.3 Timely notify the Pledgee of any event or any received notice which may affect the Pledgor’s right to all or any part of the Pledged Equity, and any event or any received notice which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his obligations under this Agreement.
6.2. The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted or inhibited by any legal procedure initiated by the Pledgor or any successor of the Pledgor or any person authorized by the Pledgor or any other person.
6.3. The Pledgor undertakes to the Pledgee that in order to protect or perfect the security interest of the Pledgee hereunder, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, and/or perform and cause other parties who have interests to perform any actions as required by the Pledgee and facilitate the exercise of the rights and authority granted to the Pledgee under this Agreement, and enter into all amendment documents in connection with the equity certificate with the Pledgee or its designated person (natural person/ legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary.
6.4. The Pledgor undertakes to the Pledgee that he will comply with and perform all the warranties, covenants, agreements, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suff...
Covenants of the Pledgor. So long as the Agreement is in effect, the Pledgor covenants that it will keep the Posted Collateral free from all security interests or other encumbrances created by the Pledgor, except the security interest created hereunder and any security interests or other encumbrances created by the Secured Party; and will not sell, transfer, assign, deliver or otherwise dispose of, or grant any option with respect to any Posted Collateral or any interest therein, or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any Posted Collateral or any interest therein, without the prior written consent of the Secured Party.
Covenants of the Pledgor. 8.1 The Pledgor hereby covenants to the Beneficiary that:
(a) it will not assign, transfer or otherwise dispose of, nor suffer or permit any of the same to occur with respect to, any Pledged Account or any Credit Balance or its rights attached to such Pledged Account or such Credit Balance to the benefit of a party other than the Beneficiary and other than Permitted Liens, it being understood that the Pledgor is entitled to freely use any Pledged Account pursuant to Clause 3.1;
(b) it will perform all acts and execute all documents and instrument and as the Beneficiary may reasonably request from time to time in order to evidence, perfect, maintain or enforce the Pledge or otherwise in furtherance of the provisions of this Pledge Agreement;
(c) it will not create, grant or permit to subsist any pledge, charge, lien or other security over any Account or any Credit Balance, except any Permitted Lien;
(d) to the extent permitted under applicable law, it will not agree to the exercise by any person other than the Beneficiary of any right, and hereby waives any right which it may have, now or hereafter, to assert or counter-claim against or with respect to any Pledged Account or any Credit Balance;
(e) it will furnish upon demand to the Beneficiary such information, reports and records in respect of any Account and any Credit Balance as the Beneficiary may reasonably request from time to time;
(f) it will not locate or permit to locate any cash received from any person whatsoever, for whatever reason, in an account other than an Account, except for factoring accounts which may be opened with factors from time to time in accordance with the provisions of the Loan Agreement and/or excluded accounts;
(g) it will not open an account either with any Account Holder or with another bank without the prior Beneficiary's written consent unless the said account is pledged in favour of the Beneficiary pursuant to the same terms and conditions as stated in this Pledge Agreement, in such case the prior Beneficiary's written consent is not required;
(h) after the occurrence of a Notification Event, it shall not close any of the Pledged Accounts without prior written notice to the Beneficiary.
8.2 In addition to the undertakings made in section 1 (Representations, Warranties and Covenants of Guarantor) of the Supplemental Agreement, the Pledgor covenants on the date of the Pledge Agreement and for the duration of the Pledge Agreement not to conclude any agreement that the term...
Covenants of the Pledgor. So long as the Agreement is in effect, the Counterparty covenants that it will keep the Posted Collateral free from all security interests or other encumbrances created by the Counterparty, except the security interest created hereunder, any security interests or other encumbrances created by the Trust and any security interests in favor of Custodian or the relevant clearing system; and subject to the foregoing it will not sell, transfer, assign, deliver or otherwise dispose of, or grant any option with respect to any Posted Collateral or any interest therein, or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any Posted Collateral or any interest therein, without the prior written consent of the Trust.
Covenants of the Pledgor. The Pledgor hereby covenants and agrees that it shall not sell, convey or otherwise dispose of any of the Pledged Collateral nor create, incur or permit to exist any pledge, mortgage, lien, charge, encumbrance or any security interest whatsoever with respect to any of the Pledged Collateral or the proceeds thereof, other than the liens on and security interests in the Pledged Collateral created hereby. The Pledgor further covenants and agrees that it shall not consent to or approve the issuance of any additional shares of beneficial interest in the Tenant. The Pledgor further covenants and agrees that, until the Secured Obligations are paid in full, the Pledgor shall not change the state of its incorporation or its corporate name without providing the Secured Parties with thirty (30) days' prior written notice and making all filings and taking all such other actions as the Secured Party determines are necessary or appropriate to continue or perfect the security interest granted hereunder.
Covenants of the Pledgor. The Pledgor covenants and agrees that he will defend the Pledgee's right, title and security interest in and to the Pledged Collateral and the proceeds thereof against the claims of all persons.
Covenants of the Pledgor. Pledgor covenants and agrees with the Pledgee that on and after the date hereof and until all of the Obligations shall have been paid and performed in full (other than contingent indemnification obligations) and this Agreement terminates in accordance with its terms:
Covenants of the Pledgor. So long as the Agreement is in effect, the Counterparty covenants that it will keep the Posted Collateral free from all security interests or other encumbrances created by the Counterparty, except the security interest created hereunder and any security interests or other encumbrances created by the Trust; and will not sell, transfer, assign, deliver or otherwise dispose of, or grant any option with respect to any Posted Collateral or any interest therein, or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any Posted Collateral or any interest therein, without the prior written consent of the Trust.
Covenants of the Pledgor. 5.1 The Pledgor covenants to the Pledgee that he shall:
5.1.1 not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage, encumbrance, option, security or other interest in or over the Equity Interest that has been registered in his name, other than the Pledge created hereunder and the option granted under the Equity Option Agreement, without the prior written consent from the Pledgee;
Covenants of the Pledgor. The Pledgor covenants and agrees, in addition to its other obligations under the Credit Agreement and the other Credit Documents, that until the Secured Obligations have been paid and performed in full:
(a) Without the prior written consent of the Agent, the Pledgor shall not sell, assign, transfer, pledge, or otherwise encumber any of the Pledgor's rights in or to the Pledged Collateral pledged by the Pledgor or any unpaid dividends or other distributions or payments with respect thereto or granx x Xxxx xxxrein except as otherwise permitted by this Securities Pledge Agreement.
(b) The Pledgor shall, at the Pledgor's own expense, promptly execute, acknowledge, and deliver all such instruments and take all such action as the Agent from time to time may reasonably request in order to ensure to the Agent the benefits of the Lien in and to the Pledged Collateral intended to be created by this Securities Pledge Agreement. Without limiting the foregoing, the Pledgor shall, at the Pledgor's expense, promptly (but in any event within thirty days after the date the security attaches to the OzPhone Shares) deliver to the Agent share certificates respecting the 8 Ordinary Shares of OzPhone Pty. Ltd in the name of Pledgor and executed instruments of transfer or assignment (including without limitation stock powers) executed in blank, in respect of such shares.
(c) The Pledgor shall maintain, preserve and defend the title to the Pledged Collateral and the Lien of the Agent thereon against the claim of any other Person.
(d) The Pledgor shall, upon obtaining any additional shares of Stock of any other Person not evidenced on SCHEDULE I attached hereto or upon obtaining any additional shares of Stock upon the exercise of the warrant shown in SCHEDULE I attached hereto, promptly (and in any event within five (5) Business Days) deliver to the Agent all share certificates and voting trust certificates respecting such Stock, and deliver to the Agent a Pledge Amendment duly executed by the Pledgor, substantially in the form of SCHEDULE II attached hereto, which is incorporated herein by this reference (a "Pledge Amendment"), and executed instruments of transfer or assignment (including, without limitation, stock powers) executed in blank, in respect of the additional shares of stock which are to be pledged pursuant hereto. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment hereto and agrees that all shares listed on any Pledge Amendment delivered to the Ag...
