Common use of PLEDGE AMENDMENT Clause in Contracts

PLEDGE AMENDMENT. This Pledge Amendment, dated , 2007 is delivered pursuant to Section 5(i) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 4 of the Pledge Agreement are and continue to be true and correct, both as to the Collateral pledged prior to this Pledge Amendment and as to the Collateral pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated as of June 29, 2007, between undersigned, as Pledgor, and XXXXXXX XXXXX CAPITAL, a Division of Xxxxxxx Xxxxx Business Financial Services Inc., as Agent, (as may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”) and that the Ownership Interests listed on this Pledge Amendment shall be and become a part of the Pledged Interests and Pledged Collateral referred to in said Pledge Agreement and shall secure all Obligations referred to and in accordance with said Pledge Agreement. Schedule I of the Pledge Agreement shall be deemed amended to include the Ownership Interests listed on this Pledge Amendment. The undersigned acknowledge that any Ownership Interests issued by the Company owned by Pledgor not included in the Pledged Collateral at the discretion of Lender may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Obligations. BARRIER THERAPEUTICS, INC. By: Name:

Appears in 1 contract

Samples: Ownership Pledge, Assignment And (Barrier Therapeutics Inc)

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PLEDGE AMENDMENT. This Pledge Amendment, dated ________________, 2007 ___ is delivered pursuant to Section 5(i6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 4 5 of the Pledge Agreement are and continue to be true and correct, both as to the Collateral instruments and shares pledged prior to this Pledge Amendment and as to the Collateral instruments and shares pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated as of June 29September __, 20072012, between undersigned, as Pledgor, and XXXXXXX XXXXX CAPITAL, a Division of Xxxxxxx Xxxxx Business Financial Services Inc., as Agent, Imperium Commercial Finance Master Fund LP (as may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”) and that the Ownership Interests Pledged Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Interests and Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to and in accordance with said Pledge Agreement. Schedule I of the Pledge Agreement shall be deemed amended to include the Ownership Interests listed on this Pledge Amendment. The undersigned acknowledge acknowledges that any Ownership Interests issued by the Company owned by Pledgor instruments or shares not included in the Pledged Collateral at the discretion of Lender may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. BARRIER THERAPEUTICSCOVER-ALL TECHNOLOGIES, INC. By: Name:________________________________________ Title: ______________________________________ Name and Address of Pledgor Pledged Entity Class of Stock Certificate Numbers(s) Numbers of Shares Pledged Entity Initial Principal Amount Issue Date Maturity Date Interest Rate

Appears in 1 contract

Samples: Pledge Agreement (Cover All Technologies Inc)

PLEDGE AMENDMENT. This Pledge Amendment, dated , 2007 is delivered pursuant to Section 5(i6(b) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 4 5 of the Pledge Agreement are and continue to be true and correctcorrect in all material respects as of the date hereof, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, both as to the Pledged Collateral pledged prior to this Pledge Amendment and as to the Pledged Collateral pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain the Pledge Agreement, Agreement dated as of June 29September 27, 20072010 among the undersigned (the “Pledgor”), between undersignedvarious affiliates thereof and Bank of America, N.A., as Pledgoradministrative agent, and XXXXXXX XXXXX CAPITAL, a Division of Xxxxxxx Xxxxx Business Financial Services Inc., as Agent, (as may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”) and that the Ownership Interests Pledged Collateral listed on this Pledge Amendment shall be and become a part of the Pledged Interests and Pledged Collateral referred to in said such Pledge Agreement and shall secure all Secured Obligations referred to and in accordance with said such Pledge Agreement. Schedule I of the Pledge Agreement shall be deemed amended to include the Ownership Interests listed on this Pledge Amendment. The undersigned acknowledge acknowledges that any Ownership Interests issued by shares of capital stock in the Company owned by Pledgor Pledged Entities not included in the Pledged Collateral Shares or promissory notes or instruments not included in the Pledged Notes at the discretion of Lender the Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than Collateral by the ObligationsPledgor. BARRIER THERAPEUTICS, INC. [ PLEDGOR ] By: Name:Title: Pledged Shares Pledgor Issuer Class of Stock Certificate Number(s) Number of Shares Pledged Notes Pledgor Issuer Initial Principal Amount Issue Date Maturity Date Interest Rate EXHIBIT J FORM OF SECURITY AGREEMENT SECURITY AGREEMENT DATED AS OF SEPTEMBER 27, 2010 AMONG OSHKOSH CORPORATION, VARIOUS SUBSIDIARIES AND BANK OF AMERICA, N.A., AS AGENT TABLE OF CONTENTS Page

Appears in 1 contract

Samples: Credit Agreement (Oshkosh Corp)

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PLEDGE AMENDMENT. This Pledge Amendment, dated , 2007 is delivered pursuant to Section 5(i) Each of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 4 acknowledges receipt of a copy of the Pledge Agreement are and continue to be true and correct, both as to the Collateral pledged prior to this Pledge Amendment and as to the Collateral pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain foregoing Pledge Agreement, dated as of June 29, 2007, between undersigned, as Pledgor, and XXXXXXX XXXXX CAPITAL, a Division of Xxxxxxx Xxxxx Business Financial Services Inc., as Agent, (as may be amended, restated, supplemented or otherwise modified from time agrees promptly to time, note on its books the security interests granted under such Pledge Agreement”) , agrees that after the occurrence and that during the Ownership Interests listed on this continuance of an Event of Default it will comply with instructions originated by the Administrative Agent without further consent by any Pledgor and waives any rights or requirement at any time hereafter to receive a copy of such Pledge Amendment shall be and become a part Agreement in connection with the registration of any Pledged Collateral in the name of the Pledged Interests and Pledged Collateral referred to in said Pledge Agreement and shall secure all Obligations referred to and in accordance with said Pledge Agreement. Schedule I Administrative Agent or its nominee or the exercise of the Pledge Agreement shall be deemed amended to include the Ownership Interests listed on this Pledge Amendment. The undersigned acknowledge that any Ownership Interests issued voting rights by the Company owned by Pledgor not included in the Pledged Collateral at the discretion of Lender may not otherwise be pledged by Pledgor to any other Person Administrative Agent or otherwise used as security for any obligations other than the Obligationsits nominee. BARRIER THERAPEUTICSFREEDOM HOLDING, INC. By: Name: Title: EXHIBIT B to PLEDGE AGREEMENT FORM OF STOCK POWER FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to _____________________________ _______ Shares of [Common Stock] of _______________________, a _______________ corporation, represented by Certificate No. ____ (the “Stock”), standing in the name of the undersigned on the books of said corporation and does hereby irrevocably constitute and appoint ___________________________________ as the undersigned’s true and lawful attorney, for it and in its name and stead, to sell, assign and transfer all or any of the Stock, and for that purpose to make and execute all necessary acts of assignment and transfer thereof; and to substitute one or more persons with like full power, hereby ratifying and confirming all that said attorney or substitute or substitutes shall lawfully do by virtue hereof. Dated: _______________ [PLEDGOR] By: Name: Title: EXHIBIT I FORM OF MANAGEMENT AGREEMENT Attached. EXHIBIT I MANAGEMENT CONTRACT This Casino Development and Management Agreement (“Agreement”) is hereby entered into this __ day of April, 2011, by and between Florida Gaming Centers, Inc. (“COMPANY”), a Florida corporation, and Miami Casino Management, LLC (“OPERATOR”), a Florida limited liability company. WHEREFORE, COMPANY has the right to operate and shall be commencing the development and management of a slots facility at its Miami Jai-Alai facility located in Miami, Florida (the “Property”); and WHEREFORE, the OPERATOR has performed certain duties in anticipation of a April __, 2011 closing date; and WHEREFORE, the COMPANY has, among other things, undertaken efforts to secure agreements for AGS bridge loan funding of the Miami Jai-Alai project and ABC Funding, LLC (“ABC”) permanent funding (collectively, the COMPANY’s “Financing Documents”); and WHEREFORE, the COMPANY, ABC and the OPERATOR are entering into that certain Management Fee Subordination Agreement of even date herewith (the “Management Fee Subordination Agreement”) pursuant to which the OPERATOR shall, among other things, agree to subordinate the payments due under this Agreement to the obligations under the ABC Financing Documents; and WHEREFORE, in connection with the development of the Property into a slots facility, the COMPANY desires OPERATOR to assist in the development activities and, upon Opening (used herein to mean the date on which the first revenue-paying customer is admitted to the Property), manage the day to day operations of the slots facility and related gaming and nongaming amenities and operations in conjunction with the Company’s existing management team; and WHEREFORE, the Opening is expected to be in approximately nine (9) months; and WHEREFORE, COMPANY and OPERATOR have previously agreed upon a term sheet (attached), entitled Proposed Terms and Conditions for the Management of Miami Jai-Alai, and wish this Agreement to be within the spirit of and give clarification to the terms set forth therein (with modifications to the timing of Total Development Fee payments); IT IS HEREBY AGREED by and between COMPANY and OPERATOR as follows:

Appears in 1 contract

Samples: Credit Agreement (Florida Gaming Corp)

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