Pledged Note. The Pledged Note owned by the Pledgor is not and will not be subject to any contractual restriction upon the transfer of such Pledged Note (except for any such restriction contained herein and in the documentation of, and purchase agreement for, the Notes constituting the Pledged Note). The Pledgor has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Note pledged by the Pledgor to the Sellers for the benefit of the Secured Parties as provided herein.
Pledged Note. Grantors, without the prior written consent of Agent, will not (i) waive or release the payment obligations on the maturity date of the Pledged Note of any Person obligated under the Pledged Note or (ii) release any material portion of the collateral securing the obligations under the Pledged Note.
Pledged Note. Grantors (i) without the prior written consent of Agent (not to be unreasonably withheld or delayed), will not (A) waive or release any payment obligation of any Person that is obligated under the Pledged Note, (B) take or omit to take any action or knowingly suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Pledged Note, or (C) other than Permitted Dispositions, assign or surrender their rights and interests under the Pledged Note, terminate or cancel (other than upon payment in full), modify, change, supplement or amend the Pledged Note, and (ii) shall provide to Agent copies of all material written notices (including notices of default) given or received with respect to the Pledged Note promptly after giving or receiving such notice.
Pledged Note. Borrower shall deliver to Collateral Agent that certain promissory note issued by a charitable organization to the order of Borrower, as described in Schedule 3.6 of the Pledge and Security Disclosure Letter, and an accompanying note allonge executed in blank. Such action described above shall be completed within 10 days following the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion). CREDIT AND GUARANTY AGREEMENT FUNDING NOTICE Reference is made to the Credit and Guaranty Agreement, dated as of June 26, 2012 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Cypress Semiconductor Corporation, a Delaware corporation (“Borrower”), the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent (together with its permitted successors in such capacity, “Administrative Agent”) and as collateral agent, the other Agents from time to time party thereto and Xxxxxx Xxxxxxx Bank, N.A., as Issuing Bank. Pursuant to Section [2.01][2.02][2.03] of the Credit Agreement, Borrower desires that Lenders make the following Loans to Borrower in accordance with the applicable terms and conditions of the Credit Agreement on [ ] (the “Credit Date”): Term Loans ¨ Base Rate Loans: $ [ , , ] ¨ Eurodollar Rate Loans, with an initial Interest Period of month(s): $ [ , , ] Revolving Loans ¨ Base Rate Loans: $ [ , , ] ¨ Eurodollar Rate Loans, with an initial Interest Period of month(s): $ [ , , ] Swing Line Loans: $ [ , , ] Borrower hereby certifies that:
Pledged Note. Grantors shall provide to the Notes Collateral Agent copies of all material written notices (including notices of default) given or received with respect to the Pledged Note promptly after giving or receiving such notice.
Pledged Note. 1. Note in a stated face amount of EURO 77,000,000 made by Xxxxxxx-Xxxxx Holding Company B.V. in favor of BMC Industries, Inc.
Pledged Note. The Pledged Notes are in full force and effect and no default or event of default exists thereunder. The outstanding principal amount under the Banner Pledged Note as of the date hereof is $38,961,889.63. Except for the Banner Pledged Note, none of Banner or its Subsidiaries owes any intercompany receivable to any Group Company.
Pledged Note. The Original Pledged Note is enforceable, in full force and effect and the Issuer has not breached any of its material obligations under the Original Pledged Note. The Company makes no representations or warranties in this Agreement, express or implied, other than the express foregoing representations and warranties of the Company made as of the Effective Date set forth in this Section 8.
Pledged Note. The Pledged Note, accompanied by an instrument of assignment in favor of the Administrative Agent, shall have been delivered to the Administrative Agent to be held as part of the Collateral pursuant to the Pledge Agreement. All such other actions shall have been taken as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interest purported to be created by the Pledge Agreement in the Pledged Note and the security therefor, and the Administrative Agent shall have received (i) an original loan policy of title insurance (ALTA 1970 Form B) issued by a title insurance company satisfactory to the Administrative Agent, insuring that the mortgage securing the Pledged Note has been assigned to the Administrative Agent and creates the lien it purports to create, (ii) assignments of all notes or other securities securing the Pledged Note, and (iii) such other evidence as it may reasonably require to confirm that this condition has been satisfied.
Pledged Note. The Agent shall have received (i) a Subsidiary Note made by Berg Xxxctronics, AB as collateral under the Borrower Note Pledge Agreement and (ii) a Supplement thereunder in form and substance reasonably satisfactory to the agent thereto.
