REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) Each Pledgor represents, warrants and covenants that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 6.14 of the Credit Agreement that this Agreement is required to be delivered, each Pledgor represents, warrants as of the date that the Pledge and Security Agreement Requirement is satisfied following the initial date upon which this Agreement is required to be delivered or upon a Reinstatement Event, as applicable (after giving effect to any amendments or supplements to the Annexes hereto in connection therewith), and, from and after such date, covenants that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Each Pledgor represents and warrants that: (a) it has, and on the date of delivery to Administrative Agent of any Collateral, will have, good and marketable title to the Collateral and full power, authority and legal right to pledge all of its right, title and interest in and to the Collateral pursuant to this Pledge Agreement; (b) this Pledge Agreement has been duly executed and delivered by each Pledgor and constitutes a legal, valid and binding obligation of each Pledgor enforceable in accordance with its terms; (c) no consent of any other party (including, without limitation, creditors of each Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to or registration, filing or declaration with, any Official Body is required to be obtained by each Pledgor in connection with the execution, delivery or performance of this Pledge Agreement which has not been obtained; (d) the execution, delivery and performance of this Pledge Agreement will not violate any provision of any applicable Law, or of the certificate/articles of incorporation, bylaws, certificate of formation/organization/limited partnership, limited liability company agreement, limited partnership agreement, unlimited liability company agreement, any shareholders’ agreement, any securityholders’ agreement or any other organizational document, as applicable, of each Pledgor or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which each Pledgor is a party or which purports to be binding upon each Pledgor or upon any of their respective assets and will not result in the creation or imposition of any Lien on any of the assets of each Pledgor except as contemplated by this Pledge Agreement or by the Credit Agreement or by any other Loan Document; (e) there are no restrictions on the transferability of the Collateral to Administrative Agent or with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in accordance with the terms of the Credit Agreement and this Pledge Agreement, or, if there are any such restrictions, any and all restrictions on such transferability have been duly waived (to the extent permitted by Law) with respect to this assignment, transfer, pledge, and grant of a security interest to Administrative Agent and with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in accordance with the terms of the Credit Agreement and t...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. The Pledgors hereby represent and warrant, covenant and agree that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) From and after the date determined under Section 5.10 of each of the Bank Facility Agreements that this Agreement is required to be delivered, each Pledgor represents, warrants as of the date hereof, and, from and after such date, covenants that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. 6(a) Except as set forth on SCHEDULE B to this Agreement, each Pledgor represents, warrants and covenants, respectively, that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Each Pledgor hereby represents and warrants to, and covenants and agrees with, the Lender that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Pledgors represent and warrant as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS the proceeds thereof against the claims and demands of all persons whomsoever, and such Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditors.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Pledgors represent and warrant that: (a) no person or persons other than Pledgors will have any right, title or interest in and to the Accounts; (b) each Pledgor will obtain a substantial benefit for its own purposes from the execution, delivery and performance of the Second Amendment; (c) each Pledgor has, full corporate power, authority and legal right to deliver and pledge all of its right, title and interest in and to the Accounts pursuant to this Pledge Agreement; and (d) neither Pledgor has previously pledged any right, title or interest of Pledgors in or to the Accounts, or the proceeds thereof, to any other person or entity. Pledgors covenant and agree that they will defend Bank’s right, title and security interest in and to the Collateral against the claims and demands of all persons whomsoever.
