JFS Clause Samples

JFS. Jewelers Financial Services, Inc., a Delaware corporation. Joint Collateral Security Agreement. The Joint Collateral Security Agreement dated as of July 30, 1993, among Zale, ▇▇▇▇ ▇▇▇aware and certain of their Subsidiaries and the Collateral Agent, as the same has been or may be from time to time amended, restated or otherwise modified and in effect.

JFS. JFS, by its signature below, represents and warrants to the Lenders and the Agent that: (a) The Partnership is the sole beneficial owner of the Collateral and no Lien exists or will exist upon the Collateral at any time (and no warrants, options or other rights to acquire the same exist in favor of any other Person and no voting trusts, proxies or other commitments, understandings or arrangements exist with respect to the Collateral (including without limitation the ability to vote, transfer, or receive dividends in respect of, the Pledged Stock)), except for the pledge and security interest in favor of the Agent for the benefit of the Lenders created or provided for herein, which pledge and security interest constitute a first priority perfected pledge and security interest in and to all of the Collateral. (b) The Pledged Stock represented by the certificate identified in Annex 1 hereto is, and all other Pledged Stock in which the Partnership shall hereafter pledge and grant a security interest pursuant to Section 3 hereof will be, duly authorized, validly existing, fully paid and non-assessable and none of such Pledged Stock is or will be subject to any contractual restriction, or any restriction under the charter or by-laws of the Issuer of such Pledged Stock, upon the transfer of such Pledged Stock (except for any such restriction contained herein), and the grant of the pledge hereby and the transfer of the shares contemplated hereby will not cause to be operative, or result in a distribution date, triggering event or business combination under, any "poison pill" in the charter or the by-laws of the Issuer, including, without limitation, any "flip-in poison pill," "flip-over poison pill" or any provision that would give any stockholder of the Issuer the right to have such stockholder's shares of the Issuer redeemed. (c) On the date of execution hereof, the Pledged Stock represented by the certificate identified in Annex I hereto constitutes approximately 8.76 percent of the issued and outstanding shares of capital stock of the Issuer (whether or not registered in the name of the Partnership) and said Annex 1 correctly identifies, as at the date hereof, the Issuer of such Pledged Stock, the class and par value of the shares comprising such Pledged Stock and the number of shares (and registered owner thereof) represented by such certificate. There is only one class of shares of the Issuer. (d) The Partnership is a partnership duly formed and validly exis...