Pledgor's Representations and Covenants Clause Samples
The "Pledgor's Representations and Covenants" clause sets out the promises and assurances made by the pledgor regarding the status and condition of the collateral being pledged. Typically, this clause requires the pledgor to confirm that they have clear title to the collateral, that it is free from other encumbrances, and that they will not take actions that would impair the secured party's interest. For example, the pledgor may be required to maintain the collateral in good condition and notify the secured party of any adverse claims. The core function of this clause is to protect the secured party by ensuring the collateral remains valid and enforceable security throughout the term of the agreement.
Pledgor's Representations and Covenants. To induce Pledgee to enter into this Security Agreement, Pledgor represents and covenants to Pledgee, its successors and assigns, as follows:
Pledgor's Representations and Covenants. Pledgor represents and covenants to Pledgee, its successors and assigns, as follows:
(a) Pledgor will pay the principal sum of the Note secured hereby, together with interest thereon, at the time and in the manner provided in the Note.
(b) The Shares are free of all other encumbrances, defenses and liens (other than the lien granted hereunder), and Pledgor will not encumber or allow to be encumbered the Shares without the prior written consent of Pledgee or enter into any agreement that could restrict Pledgee's exercise of its rights hereunder or under the Note.
(c) Pledgor shall pay, prior to the delinquency date, all taxes, liens, assessments and other charges levied against the Collateral, and in the event Pledgor fails to do so, Pledgee shall have the right, but not the obligation, to pay all or any portion of such taxes and charges without contesting the validity or legality thereof. Any payment made by Pledgee pursuant to this Section 2(c) shall become part of the indebtedness of Pledgor secured hereunder, and until paid by Pledgor, shall bear interest at the default rate per annum set forth in the Note.
Pledgor's Representations and Covenants. To induce Pledgee to enter into this Security Agreement, Pledgor represents and covenants to Pledgee, its successors and assigns, that Pledgor will pay the principal sum of the Note secured hereby, together with interest thereon, at the time and in the manner provided in the Note.
Pledgor's Representations and Covenants. 6.1 Except with the Trustee's prior written consent, the Pledgor shall not:
6.1.1 transfer, assign or dispose of any part of the Collateral other than as expressly contemplated in, and permitted by, this Agreement; or
6.1.2 create, grant or permit to exist any security interest over, or any restriction on the ability to transfer or realize, all or any part of the Collateral (other than as set out in the Account Control Agreement or any other Security Documents).
6.2 The Pledgor further covenants with the Trustee:
6.2.1 on demand, to pay all amounts, interests, expenses, claims, liabilities, losses, costs, duties, fees, charges or other monies as are stated in the Facility Agreement and this Agreement to be payable by the Pledgor or to be recoverable form the Pledgor by the Trustee (or in respect of which the Pledgor agrees in the Facility Agreement) at the times and in the manner specified in the Facility Agreement; and
6.2.2 on demand, to pay interest on any such amounts, interests, expenses, claims, liabilities, losses, costs, duties, fees, charges or other monies referred to in this Clause 6.2.2 from the date on which the relevant amount, interest, expense, liability, loss, cost, duty, fee, charge or other money is due under the terms of the Facility Agreement or this Agreement until the date of payment thereof to the Trustee entitled thereto (both before and after any relevant judgment) at the rate prescribed by the Facility Agreement.
6.3 The Pledgor hereby represents and warrants to the Trustee and undertakes during the subsistence of this Agreement that:
6.3.1 it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;
6.3.2 it is and (until discharge of the security created by this Agreement by payment in full of all of the Secured Obligations) will be the sole legal and beneficial owner of the Collateral, free from any security interest (other than those created by this Agreement), and the Collateral is free from any options or rights of preemption.
6.3.3 it has not sold or disposed of, and will not sell or dispose of without the written consent of the Trustee, the benefit of all or any of its rights, title and interest in the Collateral, except as otherwise expressly permitted hereunder and under the other Security Documents or any Finance Document;
6.3.4 neither it, nor any of its assets, enjoys a right of immunity from set off, suit or execution in respect of its obligations under this Agreement, the Accoun...
Pledgor's Representations and Covenants. To induce Pledgee to enter into this Security Agreement, Pledgor represents and covenants to Pledgee, its successors and assigns, as follows:
(a) Pledgor will pay the principal sum of the Note secured hereby, together with interest thereon, at the time and in the manner provided in the Note.
(b) The Shares are free of all other encumbrances, defenses and liens, and Pledgor will not further encumber the Shares without the prior written consent of Pledgee.
(c) In the event that Pledgee's Common Stock is now or later becomes margin-listed by the Federal Reserve Board and Pledgee is classified as a "lender" within the meaning of the regulations under Part 221 of Title 12 of the Code of Federal Regulations ("Regulation U"), Pledgor agrees to cooperate with Pledgee in making any amendments to the Note or providing any additional collateral as may be necessary to comply with such regulations.
Pledgor's Representations and Covenants. To induce Corporation to enter into this Security Agreement, Pledgor represents and covenants to Corporation, its successors and assigns, as follows:
Pledgor's Representations and Covenants. To induce Pledgee to enter into this Security Agreement, Pledgor represents and covenants to Pledgee, its successors and assigns, as follows:
(a) Pledgor will pay the principal sum of the Note secured hereby, together with interest thereon, at the time and in the manner provided in the Note.
(b) The Shares are free of all other encumbrances, defenses and liens, and Pledgor will not further encumber the Shares without the prior written consent of Pledgee.
(c) In the event that Pledgee's Common Stock is now or later becomes margin-listed by the Federal Reserve Board and Pledgee is classified as a "lender" within the meaning of the regulations under Part 221 of Title 12 of the Code of Federal Regulations ("Regulation U"), Pledgor agrees to cooperate with Pledgee in making any amendments to the Note or providing any additional collateral as may be necessary to comply with such regulations.