REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor represents, warrants and covenants that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each Pledgor represents and warrants that as of the date hereof (i) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge all the Collateral pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (v) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective materi...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Lender as of the date hereof, and covenants with the Lender, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Guarantor hereby represents and warrants to the Company and agrees as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby covenants, warrants and represents, for the benefit of the Secured Party, as follows (the following representations and warranties shall be made as of the date of this Agreement and as of each date when Pledged Shares are delivered to Escrow Agent hereunder, as applicable):
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents and warrants (as of the date of execution hereof as to the Pledged Collateral existing on such date and as of the date of acquisition as to the Pledged Collateral acquired subsequently), covenants and agrees that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. Each Pledgor hereby represents, warrants and covenants that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Agent and each Lender that: (a) the Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged Equity Interests; (b) all of the Pledged Equity Interests have been duly and validly issued, are fully paid and, in the case of the Pledged Equity Interests consisting of any stock, non-assessable; (c) there are no outstanding subscriptions, options, warrants, rights, calls, contracts, commitments, understandings or agreements to purchase or otherwise acquire or relating to the issuance of any shares, other securities, membership or other ownership or economic interests of the Guarantors; (d) the Pledgor has no Subsidiaries other than the Guarantors and Art Credit Company, LLC, a Delaware limited liability company, the latter of which is in the process of being dissolved; (e) the pledge, assignment and delivery of the Pledged Equity Interests pursuant to this Agreement and, if applicable, the Custodian Agreement, creates a valid first Lien on and a first perfected security interest in the Pledged Equity Interests, and the proceeds thereof, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Pledged Equity Interests, assuming the Agent had no notice of an adverse claim prior to the date hereof; (f) all of the Pledged Equity Interests that are certificated are evidenced by the certificates described on Exhibit A; (g) the Pledged Equity Interests constitute one hundred (100%) percent of the issued and outstanding shares of capital stock or membership interests in the Guarantors; (h) all records of the Pledgor relating to the Pledged Equity Interests are located at its office as listed on page 1 of this Agreement under the custody and control of the Administrator or, subsequent to the execution and delivery of a Custodian Agreement, the Custodian; (i) the execution, issuance, delivery and performance of this Agreement by the Pledgor is within the power and authority of the Pledgor and upon its execution and delivery hereof, this Agreement will be the legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms and (j) except for the Pledged Equity Interests and except as otherwise listed on Schedule 9, the Pledgor owns no assets that constitutes “Investment Property” under the UCC. The Pledgor covenants and agrees that the Pledgo...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents, warrants and agrees that he is the legal, record and beneficiarl owner of, and has good and marketable title to, the Pledged Stock described in Section 1, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the lien and security interest created by this Agreement.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR diaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the Collateral of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi) all the shares of Securities have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; and (vii) the pledge, assignment and delivery to the Pledgee of the Securities (other than uncertificated securities) pursuant to this Agreement creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Securities. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoever; and the 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 Secured Creditors.
