Examples of Buyer Pledge Agreement in a sentence
Buyer represents and warrants to the Company that: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Buyer enforceable in accordance with its terms; (iii) Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act, and (iv) this Agreement, the Secured Buyer Notes, the Buyer Notes, and the Buyer Pledge Agreement have been duly executed and delivered on behalf of Buyer.
Notwithstanding the foregoing, the parties may pledge their monetary rights (only) in this Agreement (excluding for the avoidance of doubt any rights to make claims as a party or a beneficiary hereunder) for the benefit of Bank Hapoalim, to the extent required by Bank Hapoalim under the Bank Loan or the Buyer Pledge Agreement.
At the Closing, Buyer shall execute the Buyer Pledge Agreement, thereby granting to the Company a security interest in the collateral described therein (the “Collateral”).
Notwithstanding anything to the contrary herein or in any other Transaction Document, Buyer may, in Buyer’s sole discretion, add additional collateral to the Collateral covered by the Buyer Pledge Agreement, and may substitute Collateral as Buyer deems fit, provided that the net fair market value of the substituted Collateral may not be less than the aggregate principal balance of the Secured Buyer Notes as of the date of any such substitution.
Buyer also agrees to file a UCC Financing Statement (Form UCC1) with the Utah Department of Commerce in the manner set forth in the Buyer Pledge Agreement in order to perfect the Company’s security interest in the Collateral.
Initially, only the Secured Buyer Notes will be secured by the Buyer Pledge Agreement pursuant to the terms and conditions of the Buyer Pledge Agreement, the Secured Buyer Notes and this Agreement, but the Buyer Notes may become secured subsequent to the Closing (as defined below) by such collateral and at such time as determined by Buyer in its sole discretion.
Seller shall have delivered to Buyer through Escrow certificate(s) representing the KEM Units and an executed assignment transferring the ownership of the KEM Units to Buyer; provided, however it is recognized that a new unit certificate for the KEM Units reflecting Buyer as the owner and an executed blank unit assignment shall be delivered to Seller in accordance with the terms of the Buyer Pledge Agreement.
Upon consummation of the Closing, Buyer and Company shall have good and marketable title to all of the Stock, free and clear of all liens, pledges, claims, encumbrances and equities whatsoever, except for the pledge required to be made by Buyer pursuant to the Buyer Pledge Agreement.
Xxxxx xxxed the Closing Date (the "Kubex Xxxdge Agreement") in the form of Exhibit 9.6 hereto (the Buyer Pledge Agreement and Kubex Xxxdge Agreement are sometimes collectively referred to as the "Pledge Agreements").
Buyer's obligations under the Buyer Promissory Note and Company's obligations under the Company Promissory Note also shall be secured in part by a pledge agreement of Buyer dated the Closing Date (the "Buyer Pledge Agreement") in the form of Exhibit 9.5 hereto and a pledge agreement of Kubex xxx Melixxx X.