REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents, warrants and covenants that:
(i) it is the legal, beneficial and record owner of, and has good and marketable title to, all Collateral pledged by such Pledgor hereunder and that it has sufficient interest in all Collateral pledged by such Pledgor hereunder in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement and Permitted Liens (as defined in the Credit Agreements));
(ii) it has the corporate, limited partnership or limited liability company power and authority, as the case may be, to pledge all the Collateral pledged by it pursuant to this Agreement;
(iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);
(iv) except to the extent already obtained or made, or, in the case of any filings or recordings of the Security Documents (as defined in the Credit Agreements) (other than the Collateral Vessel Mortgages) executed on or before the Restatement Effective Date, to be made within 10 days of the Restatement Effective Date, no consent of any other party (including, without limitation, any stockholder, partner, member or creditor of such Pledgor or any of its Subsidiaries (as defined in the Credit Agreements)) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (a) the execution, delivery or performance by such Pledgor of this Agreement, (b) the legality, validity, binding effect or enforceability of this Agreement, (c) the perfection or enforceability of the Pledgee’s security interest in the Collateral pledged by such Pledgor hereunder or (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of an...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents, warrants and covenants as to itself and each of its Subsidiaries that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS wise defend the right thereto and security interest therein of the Pledgee and the Secured Creditors.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Clauses (v) through (xiii) of section 15(a) of the Pledge Agreement are deleted and replaced by the following:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) --------------------------------------------------------- Each Pledgor represents, warrants and covenants that except as otherwise expressly disclosed:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor hereby represents, warrants and covenants that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each --------------------------------------------------------- Pledgor represents and warrants that (a) such Pledgor is the record, legal and beneficial owner of his or its portion of the Pledged Stock as set forth on the signature page hereto, subject to no lien or adverse claim, except the claims described in the Indemnity, the lien created by this Agreement and the liens described on Exhibit A hereto and (b) upon delivery to the Company, the pledge and delivery of such Pledged Stock pursuant to this Agreement creates a valid first lien on and a first perfected security interest in the Pledged Stock, and the proceeds thereof, subject to no other lien, except the liens described on Exhibit A hereto. Each Pledgor convenants and agrees to defend the right, title and security interest of the Company in and to the Pledged Stock and the proceeds thereof against the claims and demands of all persons whomsoever; and will defend the right to and security interest of the Company in any other property at any time hereafter pledged to the Company as Collateral hereunder.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral and such Pledgor will not, without the prior written consent of the Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party; (xvii) each Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral;
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) Each Pledgor represents, warrants and, until the Termination Date, covenants as to itself and each of its Subsidiaries that:
(i) it is the legal, beneficial and (except as to Securities credited on the books of a Clearing Corporation or a Securities Intermediary) record owner of, and has good and valid title to, all of its Collateral consisting of one or more Securities, Partnership Interests and Limited Liability Company Interests and that it has sufficient interest in all of its Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no Lien or Adverse Claim except the Liens and security interests created by this Agreement and Permitted Liens);
(ii) it has full power and authority to pledge all the Collateral pledged by it pursuant to this Agreement;
(iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms, subject to (A) the effects of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in equity or at law) and
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor represents, warrants and covenants to the Pledgee and the Secured Creditors (and is deemed to represent, warrant and covenant each time any Collateral is pledged hereunder) that: (i) it is the legal, record and beneficial owner of, and has good and marketable
