REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. The Pledgor represents, warrants and covenants as follows: Global Water Resources, Inc. Pledge and Security Agreement (a) The Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. With respect to any Equity Interests constituting interests in limited liability companies, none of such Equity Interests constitute or are evidenced by “certificated securities”, unless such certificates have been delivered to the Collateral Agent. (b) The Pledgor is the legal and beneficial owner of the Collateral free and clear of any Lien or other encumbrance except for the Lien created by this Agreement and Liens created in favor of the Collateral Agent. There is no existing agreement, option, right or privilege capable of becoming an agreement or option pursuant to which the Pledgor would be required to sell or otherwise dispose of any Equity Interest. (c) Except for the delivery of certificates or instruments representing the Collateral (if any) to the Collateral Agent pursuant to this Agreement, and the filing of an appropriate financing statement with the Delaware Secretary of State, and any control agreement contemplated by Section 4(a) above, no other action is required to create or maintain the Lien of the Collateral Agent as a valid and perfected first priority Lien in the Collateral, to secure the Secured Obligations. (d) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body (except as set forth in paragraph (c) above) is required either (i) for the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the exercise by the Collateral Agent of its rights and the rights of the Secured Parties provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally and except for compliance with applicable requirements of the ACC regulations as set forth in Section 7(b) and Section 8 hereof). (e) The execution, delivery and performance of this Agreement does not and will not (i) violate any provision of any law, rule, regulation (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award applicable to the Pledgor, (ii) result in breach of, or constitute a default under, any indenture, credit or loan or note agreement or any other agreement, lease or instrument to which the Pledgor presently is a party or by which it or its properties may be bound or affected or (iii) result in or require (other than pursuant to this Agreement) the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest or other share or encumbrance of any nature upon or with respect to any of the properties now owned or hereafter acquired by the Pledgor. The Pledgor is not in violation of or in default under any such law, rule or regulation, order, writ, judgment, injunction, decree, determination or award or any material provision of any such indenture, agreement, lease or instrument. (f) Schedule I correctly sets forth the name and notice address of the issuer and the number of shares (or percentage of Equity Interests) of each Equity Interest owned by Pledgor. (g) Except for any such agreements in favor of the Collateral Agent for the benefit of the Secured Parties, Pledgor shall not enter into any agreement providing any Person with ▇▇▇▇▇▇ ▇▇▇▇▇ Resources, Inc. Pledge and Security Agreement “control” (within the meaning of Sections 9-104 or 9-106 of the applicable UCC) of any Designated Account or any Excluded Account. (h) Pledgor is a corporation duly formed under the laws of Delaware, and is validly existing and in good standing under the laws of such jurisdiction and the State of Arizona. Pledgor has its chief executive office in the State of Arizona. Pledgor agrees to give the Collateral Agent at least thirty (30) days’ prior written notice before changing the state in which its chief executive office is located or the state in which it is organized, and prior to the effectiveness of any such change shall take all steps necessary to maintain the security interest provided for herein as a first-priority, perfected security interest, including the filing of additional UCC financing statements or amendments as may be necessary or as requested by the Collateral Agent. (i) The Pledgor shall not: (i) sell, assign (by agreement, operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, or (ii) create or permit to exist any Lien or security interest upon or with respect to any of the Collateral, except for the Lien created by this Agreement and any other Lien in favor of the Collateral Agent for the benefit of the Secured Parties. (j) The Pledgor agrees that it will not permit or cause to be issued any Equity Interests (i) in substitution for the existing Equity Interests and (ii) in addition to the existing Equity Interests, except following notice to the Collateral Agent and provided that immediately upon its acquisition (directly or indirectly) of any such substitute or additional shares of stock or other securities, certificates or instruments, Pledgor will execute such documentation as is necessary to pledge or evidence the pledge or as may be requested by Collateral Agent or the Required Holders pledging, and evidencing the pledge hereunder of, such Equity Interests. (k) The Pledgor shall, at its cost and expense, protect and defend this Agreement, all of the rights of the Collateral Agent hereunder, and the Collateral against all claims and demands of other parties. Pledgor shall pay all claims and charges that in the reasonable opinion of the Collateral Agent or the Required Holders might prejudice, imperil or otherwise affect the Collateral or the security interest therein. Pledgor shall promptly notify the Collateral Agent of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
Appears in 1 contract
Sources: Pledge and Security Agreement (Global Water Resources, Inc.)
REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. The Pledgor In addition to the representations and warranties of Debtor set forth in the Loan Documents (which representations and warranties are hereby incorporated herein by reference), Debtor hereby represents, warrants and covenants to the Secured Party as follows: Global Water Resources, Inc. Pledge and Security Agreement:
(a) Debtor has, and will continue to have (or, in the case of after- acquired Pledged Collateral, at the time Debtor acquires rights in such Pledged Collateral, will have), title to the Pledged Collateral, free and clear of all Liens other than Permitted Liens.
(b) The Equity Interests shares of capital stock constituting the Pledged Collateral have been duly authorized and validly issued and to the Debtor, are fully paid and non-assessable. With respect to any Equity Interests constituting interests in limited liability companiesnonassessable, none of such Equity Interests have no outstanding assessments, and constitute or are evidenced by “certificated securities”, unless such certificates have been delivered to the Collateral Agent.
(b) The Pledgor is the legal and beneficial owner all of the Collateral free issued and clear outstanding shares of any Lien or other encumbrance except for the Lien created by this Agreement and Liens created in favor capital stock of the Collateral Agent. There is no existing agreement, option, right or privilege capable of becoming an agreement or option pursuant to which the Pledgor would be required to sell or otherwise dispose of any Equity Interestissuer thereof owned by Debtor.
(c) Except for Permitted Liens, the delivery of certificates or instruments representing the Collateral (if any) to the Collateral Agent pursuant to this Agreement, and the filing of an appropriate financing statement with the Delaware Secretary of State, and any control agreement contemplated by Section 4(a) above, no other action is required to create or maintain the Lien of the Collateral Agent as a valid and perfected first priority Lien security interests in the CollateralPledged Collateral granted hereunder are valid, to secure the Secured Obligationsperfected and of first priority.
(d) No authorization, approval, or other action by, and There are no notice to or filing with, any governmental authority or regulatory body (except as set forth in paragraph (c) above) is required either (i) for restrictions upon the pledge by the Pledgor transfer of the Pledged Collateral pursuant and Debtor has the power and authority and right to transfer the Pledged Collateral free of any encumbrances and without obtaining the consent of any other Person except to the extent that a transfer upon the exercise of Secured Party's rights and remedies under this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the exercise by the Collateral Agent of its rights and the rights other Loan Documents would result in or constitute an assignment of any license relating to a health care facility or a change of control with respect to the ownership of a health care facility which is subject to the prior approval of health care regulatory authorities issuing such license or regulating such health care facility. It is acknowledged that a transfer of the Pledged Collateral by Secured Parties provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement (except as Party following foreclosure may be required in connection with such disposition by laws affecting the offering and sale of securities generally and except for require compliance with applicable requirements of the ACC regulations as set forth in Section 7(b) federal and Section 8 hereof)state securities laws.
(e) The Debtor has all necessary power to execute, deliver and perform this Agreement and all necessary action to authorize the execution, delivery and performance of this Agreement does has been properly taken.
(f) There are no actions, suits, or proceedings pending or, to Debtor's best knowledge after due inquiry, threatened against or affecting Debtor with respect to the Pledged Collateral, at law or in equity or before or by any commissions, board, bureau, agency, department or instrumentality, and Debtor is not and will not (i) violate in default with respect to any provision of any law, rule, regulation (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), orderjudgment, writ, judgment, injunction, decree, determination rule or award applicable regulation which would adversely affect Debtor's performance hereunder.
(g) This Agreement has been duly executed and delivered and constitutes the valid and legally binding obligation of Debtor, enforceable in accordance with its terms, except to the Pledgorextent that (i) enforceability of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors' rights generally or limiting the right of specific performance or by general equitable principles; and (ii) the exercise by Secured Party of its rights and remedies in respect of the Pledged Collateral which would result in breach of, or constitute any assignment of any license relating to a default under, any indenture, credit or loan or note agreement health care facility or any other change of control with respect to the ownership of a health care facility is subject to the prior approval of health care regulatory authorities issuing such license or regulating such health care facility.
(h) Neither the execution and delivery by the Debtor of this Agreement, nor the compliance with the terms and provisions hereof, will violate any provision of the Articles of Incorporation or Bylaws of the Debtor or any Law or conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree or ruling of any court or arbitration tribunal or any governmental authority to which Debtor is subject or any provision of any material agreement, lease understanding or instrument arrangement to which the Pledgor presently Debtor is a party or by which it or its properties may be bound or affected or (iii) result in or require (other than pursuant to this Agreement) the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest or other share or encumbrance of any nature upon or with respect to any of the properties now owned or hereafter acquired by the Pledgor. The Pledgor Debtor is not in violation of or in default under any such law, rule or regulation, order, writ, judgment, injunction, decree, determination or award or any material provision of any such indenture, agreement, lease or instrument.
(f) Schedule I correctly sets forth the name and notice address of the issuer and the number of shares (or percentage of Equity Interests) of each Equity Interest owned by Pledgor.
(g) Except for any such agreements in favor of the Collateral Agent for the benefit of the Secured Parties, Pledgor shall not enter into any agreement providing any Person with ▇▇▇▇▇▇ ▇▇▇▇▇ Resources, Inc. Pledge and Security Agreement “control” (within the meaning of Sections 9-104 or 9-106 of the applicable UCC) of any Designated Account or any Excluded Account.
(h) Pledgor is a corporation duly formed under the laws of Delaware, and is validly existing and in good standing under the laws of such jurisdiction and the State of Arizona. Pledgor has its chief executive office in the State of Arizona. Pledgor agrees to give the Collateral Agent at least thirty (30) days’ prior written notice before changing the state in which its chief executive office is located or the state in which it is organized, and prior to the effectiveness of any such change shall take all steps necessary to maintain the security interest provided for herein as a first-priority, perfected security interest, including the filing of additional UCC financing statements or amendments as may be necessary or as requested by the Collateral Agentbound.
(i) The Pledgor shall not: (i) sell, assign (by agreement, operation Debtor's principal place of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of business and chief executive office is as set forth on the Collateral, or (ii) create or permit to exist any Lien or security interest upon or with respect to any of the Collateral, except for the Lien created by this Agreement and any other Lien in favor of the Collateral Agent for the benefit of the Secured Partiessignature page hereto.
(j) The Pledgor agrees that it will not permit or cause to be issued any Equity Interests (i) in substitution for the existing Equity Interests and (ii) in addition to the existing Equity Interests, except following notice to the Collateral Agent and provided that immediately upon its acquisition (directly or indirectly) of any such substitute or additional shares of stock or other securities, certificates or instruments, Pledgor will execute such documentation as is necessary to pledge or evidence the pledge or as may be requested by Collateral Agent or the Required Holders pledging, and evidencing the pledge hereunder of, such Equity Interests.
(k) The Pledgor shall, at its cost and expense, protect and defend this Agreement, all of the rights of the Collateral Agent hereunder, and the Collateral against all claims and demands of other parties. Pledgor shall pay all claims and charges that in the reasonable opinion of the Collateral Agent or the Required Holders might prejudice, imperil or otherwise affect the Collateral or the security interest therein. Pledgor shall promptly notify the Collateral Agent of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. The Pledgor In addition to the representations and warranties of Debtors set forth in the Loan Documents (which representations and warranties are hereby incorporated herein by reference), each of the Debtors hereby represents, warrants and covenants to the Secured Party as follows: Global Water Resources, Inc. Pledge and Security Agreement:
(a) Debtor has, and will continue to have (or, in the case of after- acquired Pledged Collateral, at the time Debtor acquires rights in such Pledged Collateral, will have), title to the Pledged Collateral, free and clear of all Liens.
(b) The Equity Interests limited liability company interests constituting the Pledged Collateral have been duly authorized and validly issued and to the Debtor, are fully paid and non-assessable. With respect to any Equity Interests constituting interests in nonassessable, have no outstanding assessments, and constitute all of the issued and outstanding limited liability companies, none of such Equity Interests constitute or are evidenced by “certificated securities”, unless such certificates have been delivered to the Collateral Agent.
(b) The Pledgor is the legal and beneficial owner company interests of the Collateral free and clear of any Lien or other encumbrance except for the Lien created issuer thereof owned by this Agreement and Liens created in favor of the Collateral Agent. There is no existing agreement, option, right or privilege capable of becoming an agreement or option pursuant to which the Pledgor would be required to sell or otherwise dispose of any Equity InterestDebtor.
(c) Except for the delivery of certificates or instruments representing the Collateral (if any) to the Collateral Agent pursuant to this Agreement, and the filing of an appropriate financing statement with the Delaware Secretary of State, and any control agreement contemplated by Section 4(a) above, no other action is required to create or maintain the Lien of the Collateral Agent as a valid and perfected first priority Lien The security interests in the CollateralPledged Collateral granted hereunder are valid, to secure the Secured Obligationsperfected and of first priority.
(d) No authorization, approval, or other action by, and There are no notice to or filing with, any governmental authority or regulatory body (except as set forth in paragraph (c) above) is required either (i) for restrictions upon the pledge by the Pledgor transfer of the Pledged Collateral pursuant and Debtor has the power and authority and right to transfer the Pledged Collateral free of any encumbrances and without obtaining the consent of any other Person except to the extent that a transfer upon the exercise of Secured Party's rights and remedies under this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the exercise by the Collateral Agent of its rights and the rights other Loan Documents would result in or constitute an assignment of any license relating to a health care facility or a change of control with respect to the ownership of a health care facility which is subject to the prior approval of health care regulatory authorities issuing such license or regulating such health care facility. It is acknowledged that a transfer of the Pledged Collateral by Secured Parties provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement (except as Party following foreclosure may be required in connection with such disposition by laws affecting the offering and sale of securities generally and except for require compliance with applicable requirements of the ACC regulations as set forth in Section 7(b) federal and Section 8 hereof)state securities laws.
(e) The Debtor has all necessary power to execute, deliver and perform this Agreement and all necessary action to authorize the execution, delivery and performance of this Agreement does has been properly taken.
(f) There are no actions, suits, or proceedings pending or, to Debtor's best knowledge after due inquiry, threatened against or affecting Debtor with respect to the Pledged Collateral, at law or in equity or before or by any commissions, board, bureau, agency, department or instrumentality, and Debtor is not and will not (i) violate in default with respect to any provision of any law, rule, regulation (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), orderjudgment, writ, judgment, injunction, decree, determination rule or award applicable regulation which would adversely affect Debtor's performance hereunder.
(g) This Agreement has been duly executed and delivered and constitutes the valid and legally binding obligation of Debtor, enforceable in accordance with its terms, except to the Pledgorextent that (i) enforceability of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors' rights generally or limiting the right of specific performance or by general equitable principles; and (ii) the exercise by Secured Party of its rights and remedies in respect of the Pledged Collateral which would result in breach of, or constitute any assignment of any license relating to a default under, any indenture, credit or loan or note agreement health care facility or any other change of control with respect to the ownership of a health care facility is subject to the prior approval of health care regulatory authorities issuing such license or regulating such health care facility.
(h) Neither the execution and delivery by the Debtor of this Agreement, nor the compliance with the terms and provisions hereof, will violate any provision of the Articles of Incorporation or Bylaws of the Debtor or any Law or conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree or ruling of any court or arbitration tribunal or any governmental authority to which Debtor is subject or any provision of any material agreement, lease understanding or instrument arrangement to which the Pledgor presently Debtor is a party or by which it or its properties may be bound or affected or (iii) result in or require (other than pursuant to this Agreement) the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest or other share or encumbrance of any nature upon or with respect to any of the properties now owned or hereafter acquired by the Pledgor. The Pledgor Debtor is not in violation of or in default under any such law, rule or regulation, order, writ, judgment, injunction, decree, determination or award or any material provision of any such indenture, agreement, lease or instrument.
(f) Schedule I correctly sets forth the name and notice address of the issuer and the number of shares (or percentage of Equity Interests) of each Equity Interest owned by Pledgor.
(g) Except for any such agreements in favor of the Collateral Agent for the benefit of the Secured Parties, Pledgor shall not enter into any agreement providing any Person with ▇▇▇▇▇▇ ▇▇▇▇▇ Resources, Inc. Pledge and Security Agreement “control” (within the meaning of Sections 9-104 or 9-106 of the applicable UCC) of any Designated Account or any Excluded Account.
(h) Pledgor is a corporation duly formed under the laws of Delaware, and is validly existing and in good standing under the laws of such jurisdiction and the State of Arizona. Pledgor has its chief executive office in the State of Arizona. Pledgor agrees to give the Collateral Agent at least thirty (30) days’ prior written notice before changing the state in which its chief executive office is located or the state in which it is organized, and prior to the effectiveness of any such change shall take all steps necessary to maintain the security interest provided for herein as a first-priority, perfected security interest, including the filing of additional UCC financing statements or amendments as may be necessary or as requested by the Collateral Agentbound.
(i) The Pledgor shall not: (i) sell, assign (by agreement, operation Debtor's principal place of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of business and chief executive office is as set forth on the Collateral, or (ii) create or permit to exist any Lien or security interest upon or with respect to any of the Collateral, except for the Lien created by this Agreement and any other Lien in favor of the Collateral Agent for the benefit of the Secured Partiessignature page hereto.
(j) The Pledgor agrees that it will not permit or cause No certificate has been or, during the term hereof shall be issued, to be issued any Equity Interests (i) in substitution for the existing Equity Interests and (ii) in addition to the existing Equity Interests, except following notice to the Collateral Agent and provided that immediately upon its acquisition (directly or indirectly) of any such substitute or additional shares of stock or other securities, certificates or instruments, Pledgor will execute such documentation as is necessary to pledge or evidence the pledge or as may be requested by Collateral Agent or the Required Holders pledgingPledged Collateral, and evidencing the pledge hereunder of, no limited liability company interest which is Pledged Collateral constitutes a "certificated security" (as such Equity Interests.
(k) The Pledgor shall, at its cost and expense, protect and defend this Agreement, all term is defined in Section 8-102 of the rights of the Collateral Agent hereunder, and the Collateral against all claims and demands of other parties. Pledgor shall pay all claims and charges that in the reasonable opinion of the Collateral Agent or the Required Holders might prejudice, imperil or otherwise affect the Collateral or the security interest therein. Pledgor shall promptly notify the Collateral Agent of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this AgreementCode).
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. The Pledgor In addition to the representations and warranties of Debtor set forth in the Loan Documents (which representations and warranties are hereby incorporated herein by reference), Debtor hereby represents, warrants and covenants to the Secured Party as follows: Global Water Resources, Inc. Pledge and Security Agreement:
(a) Debtor has, and will continue to have (or, in the case of after- acquired Pledged Collateral, at the time Debtor acquires rights in such Pledged Collateral, will have), title to the Pledged Collateral, free and clear of all Liens other than Permitted Liens.
(b) The Equity Interests partnership interests constituting the Pledged Collateral have been duly authorized and validly issued and to the Debtor, are fully paid and non-assessable. With respect to any Equity Interests constituting interests in limited liability companiesnonassessable, none of such Equity Interests have no outstanding assessments, and constitute or are evidenced by “certificated securities”, unless such certificates have been delivered to the Collateral Agent.
(b) The Pledgor is the legal and beneficial owner all of the Collateral free issued and clear of any Lien or other encumbrance except for the Lien created by this Agreement and Liens created in favor outstanding partnership interests of the Collateral Agent. There is no existing agreement, option, right or privilege capable of becoming an agreement or option pursuant to which the Pledgor would be required to sell or otherwise dispose of any Equity Interestissuer thereof owned by Debtor.
(c) Except for Permitted Liens the delivery of certificates or instruments representing the Collateral (if any) to the Collateral Agent pursuant to this Agreement, and the filing of an appropriate financing statement with the Delaware Secretary of State, and any control agreement contemplated by Section 4(a) above, no other action is required to create or maintain the Lien of the Collateral Agent as a valid and perfected first priority Lien security interests in the CollateralPledged Collateral granted hereunder are valid, to secure the Secured Obligationsperfected and of first priority.
(d) No authorization, approval, or other action by, and There are no notice to or filing with, any governmental authority or regulatory body (except as set forth in paragraph (c) above) is required either (i) for restrictions upon the pledge by the Pledgor transfer of the Pledged Collateral pursuant and Debtor has the power and authority and right to transfer the Pledged Collateral free of any encumbrances and without obtaining the consent of any other Person except to the extent that a transfer upon the exercise of Secured Party's rights and remedies under this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the exercise by the Collateral Agent of its rights and the rights other Loan Documents would result in or constitute an assignment of any license relating to a health care facility or a change of control with respect to the ownership of a health care facility which is subject to the prior approval of health care regulatory authorities issuing such license or regulating such health care facility. It is acknowledged that a transfer of the Pledged Collateral by Secured Parties provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement (except as Party following foreclosure may be required in connection with such disposition by laws affecting the offering and sale of securities generally and except for require compliance with applicable requirements of the ACC regulations as set forth in Section 7(b) federal and Section 8 hereof)state securities laws.
(e) The Debtor has all necessary power to execute, deliver and perform this Agreement and all necessary action to authorize the execution, delivery and performance of this Agreement does has been properly taken.
(f) There are no actions, suits, or proceedings pending or, to Debtor's best knowledge after due inquiry, threatened against or affecting Debtor with respect to the Pledged Collateral, at law or in equity or before or by any commissions, board, bureau, agency, department or instrumentality, and Debtor is not and will not (i) violate in default with respect to any provision of any law, rule, regulation (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), orderjudgment, writ, judgment, injunction, decree, determination rule or award applicable regulation which would adversely affect Debtor's performance hereunder.
(g) This Agreement has been duly executed and delivered and constitutes the valid and legally binding obligation of Debtor, enforceable in accordance with its terms, except to the Pledgorextent that (i) enforceability of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors' rights generally or limiting the right of specific performance or by general equitable principles; and (ii) the exercise by Secured Party of its rights and remedies in respect of the Pledged Collateral which would result in breach of, or constitute any assignment of any license relating to a default under, any indenture, credit or loan or note agreement health care facility or any other change of control with respect to the ownership of a health care facility is subject to the prior approval of health care regulatory authorities issuing such license or regulating such health care facility.
(h) Neither the execution and delivery by the Debtor of this Agreement, nor the compliance with the terms and provisions hereof, will violate any provision of the Articles of Incorporation or Bylaws of the Debtor or any Law or conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree or ruling of any court or arbitration tribunal or any governmental authority to which Debtor is subject or any provision of any material agreement, lease understanding or instrument arrangement to which the Pledgor presently Debtor is a party or by which it or its properties may be bound or affected or (iii) result in or require (other than pursuant to this Agreement) the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest or other share or encumbrance of any nature upon or with respect to any of the properties now owned or hereafter acquired by the Pledgor. The Pledgor Debtor is not in violation of or in default under any such law, rule or regulation, order, writ, judgment, injunction, decree, determination or award or any material provision of any such indenture, agreement, lease or instrument.
(f) Schedule I correctly sets forth the name and notice address of the issuer and the number of shares (or percentage of Equity Interests) of each Equity Interest owned by Pledgor.
(g) Except for any such agreements in favor of the Collateral Agent for the benefit of the Secured Parties, Pledgor shall not enter into any agreement providing any Person with ▇▇▇▇▇▇ ▇▇▇▇▇ Resources, Inc. Pledge and Security Agreement “control” (within the meaning of Sections 9-104 or 9-106 of the applicable UCC) of any Designated Account or any Excluded Account.
(h) Pledgor is a corporation duly formed under the laws of Delaware, and is validly existing and in good standing under the laws of such jurisdiction and the State of Arizona. Pledgor has its chief executive office in the State of Arizona. Pledgor agrees to give the Collateral Agent at least thirty (30) days’ prior written notice before changing the state in which its chief executive office is located or the state in which it is organized, and prior to the effectiveness of any such change shall take all steps necessary to maintain the security interest provided for herein as a first-priority, perfected security interest, including the filing of additional UCC financing statements or amendments as may be necessary or as requested by the Collateral Agentbound.
(i) The Pledgor shall not: (i) sell, assign (by agreement, operation Debtor's principal place of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of business and chief executive office is as set forth on the Collateral, or (ii) create or permit to exist any Lien or security interest upon or with respect to any of the Collateral, except for the Lien created by this Agreement and any other Lien in favor of the Collateral Agent for the benefit of the Secured Partiessignature page hereto.
(j) The Pledgor agrees that it will not permit or cause No certificate has been or, during the term hereof shall be issued, to be issued any Equity Interests (i) in substitution for the existing Equity Interests and (ii) in addition to the existing Equity Interests, except following notice to the Collateral Agent and provided that immediately upon its acquisition (directly or indirectly) of any such substitute or additional shares of stock or other securities, certificates or instruments, Pledgor will execute such documentation as is necessary to pledge or evidence the pledge or as may be requested by Collateral Agent or the Required Holders pledgingPledged Collateral, and evidencing the pledge hereunder of, no partnership interest which is Pledged Collateral constitutes a "certificated security" (as such Equity Interests.
(k) The Pledgor shall, at its cost and expense, protect and defend this Agreement, all term is defined in Section 8-102 of the rights of the Collateral Agent hereunder, and the Collateral against all claims and demands of other parties. Pledgor shall pay all claims and charges that in the reasonable opinion of the Collateral Agent or the Required Holders might prejudice, imperil or otherwise affect the Collateral or the security interest therein. Pledgor shall promptly notify the Collateral Agent of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this AgreementCode).
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. The Pledgor In addition to the representations and warranties of Debtors set forth in the Loan Documents (which representations and warranties are hereby incorporated herein by reference), each of the Debtors hereby represents, warrants and covenants to the Secured Party as follows: Global Water Resources, Inc. Pledge and Security Agreement:
(a) Debtor has, and will continue to have (or, in the case of after- acquired Pledged Collateral, at the time Debtor acquires rights in such Pledged Collateral, will have), title to the Pledged Collateral, free and clear of all Liens other than Permitted Liens.
(b) The Equity Interests shares of capital stock constituting the Pledged Collateral have been duly authorized and validly issued and to the Debtor, are fully paid and non-assessable. With respect to any Equity Interests constituting interests in limited liability companiesnonassessable, none of such Equity Interests have no outstanding assessments, and constitute or are evidenced by “certificated securities”, unless such certificates have been delivered to the Collateral Agent.
(b) The Pledgor is the legal and beneficial owner all of the Collateral free issued and clear outstanding shares of any Lien or other encumbrance except for the Lien created by this Agreement and Liens created in favor capital stock of the Collateral Agent. There is no existing agreement, option, right or privilege capable of becoming an agreement or option pursuant to which the Pledgor would be required to sell or otherwise dispose of any Equity Interestissuer thereof owned by Debtor.
(c) Except for Permitted Liens, the delivery of certificates or instruments representing the Collateral (if any) to the Collateral Agent pursuant to this Agreement, and the filing of an appropriate financing statement with the Delaware Secretary of State, and any control agreement contemplated by Section 4(a) above, no other action is required to create or maintain the Lien of the Collateral Agent as a valid and perfected first priority Lien security interests in the CollateralPledged Collateral granted hereunder are valid, to secure the Secured Obligationsperfected and of first priority.
(d) No authorization, approval, or other action by, and There are no notice to or filing with, any governmental authority or regulatory body (except as set forth in paragraph (c) above) is required either (i) for restrictions upon the pledge by the Pledgor transfer of the Pledged Collateral pursuant and Debtor has the power and authority and right to transfer the Pledged Collateral free of any encumbrances and without obtaining the consent of any other Person except to the extent that a transfer upon the exercise of Secured Party's rights and remedies under this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the exercise by the Collateral Agent of its rights and the rights other Loan Documents would result in or constitute an assignment of any license relating to a health care facility or a change of control with respect to the ownership of a health care facility which is subject to the prior approval of health care regulatory authorities issuing such license or regulating such health care facility. It is acknowledged that a transfer of the Pledged Collateral by Secured Parties provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement (except as Party following foreclosure may be required in connection with such disposition by laws affecting the offering and sale of securities generally and except for require compliance with applicable requirements of the ACC regulations as set forth in Section 7(b) federal and Section 8 hereof)state securities laws.
(e) The Debtor has all necessary power to execute, deliver and perform this Agreement and all necessary action to authorize the execution, delivery and performance of this Agreement does has been properly taken.
(f) There are no actions, suits, or proceedings pending or, to Debtor's best knowledge after due inquiry, threatened against or affecting Debtor with respect to the Pledged Collateral, at law or in equity or before or by any commissions, board, bureau, agency, department or instrumentality, and Debtor is not and will not (i) violate in default with respect to any provision of any law, rule, regulation (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), orderjudgment, writ, judgment, injunction, decree, determination rule or award applicable regulation which would adversely affect Debtor's performance hereunder.
(g) This Agreement has been duly executed and delivered and constitutes the valid and legally binding obligation of Debtor, enforceable in accordance with its terms, except to the Pledgorextent that (i) enforceability of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors' rights generally or limiting the right of specific performance or by general equitable principles; and (ii) the exercise by Secured Party of its rights and remedies in respect of the Pledged Collateral which would result in breach of, or constitute any assignment of any license relating to a default under, any indenture, credit or loan or note agreement health care facility or any other change of control with respect to the ownership of a health care facility is subject to the prior approval of health care regulatory authorities issuing such license or regulating such health care facility.
(h) Neither the execution and delivery by the Debtor of this Agreement, nor the compliance with the terms and provisions hereof, will violate any provision of the Articles of Incorporation or Bylaws of the Debtor or any Law or conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree or ruling of any court or arbitration tribunal or any governmental authority to which Debtor is subject or any provision of any material agreement, lease understanding or instrument arrangement to which the Pledgor presently Debtor is a party or by which it or its properties may be bound or affected or (iii) result in or require (other than pursuant to this Agreement) the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest or other share or encumbrance of any nature upon or with respect to any of the properties now owned or hereafter acquired by the Pledgor. The Pledgor Debtor is not in violation of or in default under any such law, rule or regulation, order, writ, judgment, injunction, decree, determination or award or any material provision of any such indenture, agreement, lease or instrument.
(f) Schedule I correctly sets forth the name and notice address of the issuer and the number of shares (or percentage of Equity Interests) of each Equity Interest owned by Pledgor.
(g) Except for any such agreements in favor of the Collateral Agent for the benefit of the Secured Parties, Pledgor shall not enter into any agreement providing any Person with ▇▇▇▇▇▇ ▇▇▇▇▇ Resources, Inc. Pledge and Security Agreement “control” (within the meaning of Sections 9-104 or 9-106 of the applicable UCC) of any Designated Account or any Excluded Account.
(h) Pledgor is a corporation duly formed under the laws of Delaware, and is validly existing and in good standing under the laws of such jurisdiction and the State of Arizona. Pledgor has its chief executive office in the State of Arizona. Pledgor agrees to give the Collateral Agent at least thirty (30) days’ prior written notice before changing the state in which its chief executive office is located or the state in which it is organized, and prior to the effectiveness of any such change shall take all steps necessary to maintain the security interest provided for herein as a first-priority, perfected security interest, including the filing of additional UCC financing statements or amendments as may be necessary or as requested by the Collateral Agentbound.
(i) The Pledgor shall not: (i) sell, assign (by agreement, operation Debtor's principal place of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of business and chief executive office is as set forth on the Collateral, or (ii) create or permit to exist any Lien or security interest upon or with respect to any of the Collateral, except for the Lien created by this Agreement and any other Lien in favor of the Collateral Agent for the benefit of the Secured Partiessignature page hereto.
(j) The Pledgor agrees that it will not permit or cause to be issued any Equity Interests (i) in substitution for the existing Equity Interests and (ii) in addition to the existing Equity Interests, except following notice to the Collateral Agent and provided that immediately upon its acquisition (directly or indirectly) of any such substitute or additional shares of stock or other securities, certificates or instruments, Pledgor will execute such documentation as is necessary to pledge or evidence the pledge or as may be requested by Collateral Agent or the Required Holders pledging, and evidencing the pledge hereunder of, such Equity Interests.
(k) The Pledgor shall, at its cost and expense, protect and defend this Agreement, all of the rights of the Collateral Agent hereunder, and the Collateral against all claims and demands of other parties. Pledgor shall pay all claims and charges that in the reasonable opinion of the Collateral Agent or the Required Holders might prejudice, imperil or otherwise affect the Collateral or the security interest therein. Pledgor shall promptly notify the Collateral Agent of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. The Pledgor In addition to the representations and warranties of Debtors set forth in the Loan Documents (which representations and warranties are hereby incorporated herein by reference), each of the Debtors hereby represents, warrants and covenants to the Secured Party as follows: Global Water Resources, Inc. Pledge and Security Agreement:
(a) Debtor has, and will continue to have (or, in the case of after- acquired Pledged Collateral, at the time Debtor acquires rights in such Pledged Collateral, will have), title to the Pledged Collateral, free and clear of all Liens other than Permitted Liens.
(b) The Equity Interests partnership interests constituting the Pledged Collateral have been duly authorized and validly issued and to the Debtor, are fully paid and non-assessable. With respect to any Equity Interests constituting interests in limited liability companiesnonassessable, none of such Equity Interests have no outstanding assessments, and constitute or are evidenced by “certificated securities”, unless such certificates have been delivered to the Collateral Agent.
(b) The Pledgor is the legal and beneficial owner all of the Collateral free issued and clear of any Lien or other encumbrance except for the Lien created by this Agreement and Liens created in favor outstanding partnership interests of the Collateral Agent. There is no existing agreement, option, right or privilege capable of becoming an agreement or option pursuant to which the Pledgor would be required to sell or otherwise dispose of any Equity Interestissuer thereof owned by Debtor.
(c) Except for Permitted Liens the delivery of certificates or instruments representing the Collateral (if any) to the Collateral Agent pursuant to this Agreement, and the filing of an appropriate financing statement with the Delaware Secretary of State, and any control agreement contemplated by Section 4(a) above, no other action is required to create or maintain the Lien of the Collateral Agent as a valid and perfected first priority Lien security interests in the CollateralPledged Collateral granted hereunder are valid, to secure the Secured Obligationsperfected and of first priority.
(d) No authorization, approval, or other action by, and There are no notice to or filing with, any governmental authority or regulatory body (except as set forth in paragraph (c) above) is required either (i) for restrictions upon the pledge by the Pledgor transfer of the Pledged Collateral pursuant and Debtor has the power and authority and right to transfer the Pledged Collateral free of any encumbrances and without obtaining the consent of any other Person except to the extent that a transfer upon the exercise of Secured Party's rights and remedies under this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the exercise by the Collateral Agent of its rights and the rights other Loan Documents would result in or constitute an assignment of any license relating to a health care facility or a change of control with respect to the ownership of a health care facility which is subject to the prior approval of health care regulatory authorities issuing such license or regulating such health care facility. It is acknowledged that a transfer of the Pledged Collateral by Secured Parties provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement (except as Party following foreclosure may be required in connection with such disposition by laws affecting the offering and sale of securities generally and except for require compliance with applicable requirements of the ACC regulations as set forth in Section 7(b) federal and Section 8 hereof)state securities laws.
(e) The Debtor has all necessary power to execute, deliver and perform this Agreement and all necessary action to authorize the execution, delivery and performance of this Agreement does has been properly taken.
(f) There are no actions, suits, or proceedings pending or, to Debtor's best knowledge after due inquiry, threatened against or affecting Debtor with respect to the Pledged Collateral, at law or in equity or before or by any commissions, board, bureau, agency, department or instrumentality, and Debtor is not and will not (i) violate in default with respect to any provision of any law, rule, regulation (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), orderjudgment, writ, judgment, injunction, decree, determination rule or award applicable regulation which would adversely affect Debtor's performance hereunder.
(g) This Agreement has been duly executed and delivered and constitutes the valid and legally binding obligation of Debtor, enforceable in accordance with its terms, except to the Pledgorextent that (i) enforceability of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors' rights generally or limiting the right of specific performance or by general equitable principles; and (ii) the exercise by Secured Party of its rights and remedies in respect of the Pledged Collateral which would result in breach of, or constitute any assignment of any license relating to a default under, any indenture, credit or loan or note agreement health care facility or any other change of control with respect to the ownership of a health care facility is subject to the prior approval of health care regulatory authorities issuing such license or regulating such health care facility.
(h) Neither the execution and delivery by the Debtor of this Agreement, nor the compliance with the terms and provisions hereof, will violate any provision of the Articles of Incorporation or Bylaws of the Debtor or any Law or conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree or ruling of any court or arbitration tribunal or any governmental authority to which Debtor is subject or any provision of any material agreement, lease understanding or instrument arrangement to which the Pledgor presently Debtor is a party or by which it or its properties may be bound or affected or (iii) result in or require (other than pursuant to this Agreement) the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest or other share or encumbrance of any nature upon or with respect to any of the properties now owned or hereafter acquired by the Pledgor. The Pledgor Debtor is not in violation of or in default under any such law, rule or regulation, order, writ, judgment, injunction, decree, determination or award or any material provision of any such indenture, agreement, lease or instrument.
(f) Schedule I correctly sets forth the name and notice address of the issuer and the number of shares (or percentage of Equity Interests) of each Equity Interest owned by Pledgor.
(g) Except for any such agreements in favor of the Collateral Agent for the benefit of the Secured Parties, Pledgor shall not enter into any agreement providing any Person with ▇▇▇▇▇▇ ▇▇▇▇▇ Resources, Inc. Pledge and Security Agreement “control” (within the meaning of Sections 9-104 or 9-106 of the applicable UCC) of any Designated Account or any Excluded Account.
(h) Pledgor is a corporation duly formed under the laws of Delaware, and is validly existing and in good standing under the laws of such jurisdiction and the State of Arizona. Pledgor has its chief executive office in the State of Arizona. Pledgor agrees to give the Collateral Agent at least thirty (30) days’ prior written notice before changing the state in which its chief executive office is located or the state in which it is organized, and prior to the effectiveness of any such change shall take all steps necessary to maintain the security interest provided for herein as a first-priority, perfected security interest, including the filing of additional UCC financing statements or amendments as may be necessary or as requested by the Collateral Agentbound.
(i) The Pledgor shall not: (i) sell, assign (by agreement, operation Debtor's principal place of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of business and chief executive office is as set forth on the Collateral, or (ii) create or permit to exist any Lien or security interest upon or with respect to any of the Collateral, except for the Lien created by this Agreement and any other Lien in favor of the Collateral Agent for the benefit of the Secured Partiessignature page hereto.
(j) The Pledgor agrees that it will not permit or cause No certificate has been or, during the term hereof shall be issued, to be issued any Equity Interests (i) in substitution for the existing Equity Interests and (ii) in addition to the existing Equity Interests, except following notice to the Collateral Agent and provided that immediately upon its acquisition (directly or indirectly) of any such substitute or additional shares of stock or other securities, certificates or instruments, Pledgor will execute such documentation as is necessary to pledge or evidence the pledge or as may be requested by Collateral Agent or the Required Holders pledgingPledged Collateral, and evidencing the pledge hereunder of, no partnership interest which is Pledged Collateral constitutes a "certificated security" (as such Equity Interests.
(k) The Pledgor shall, at its cost and expense, protect and defend this Agreement, all term is defined in Section 8-102 of the rights of the Collateral Agent hereunder, and the Collateral against all claims and demands of other parties. Pledgor shall pay all claims and charges that in the reasonable opinion of the Collateral Agent or the Required Holders might prejudice, imperil or otherwise affect the Collateral or the security interest therein. Pledgor shall promptly notify the Collateral Agent of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this AgreementCode).
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