Assignee Representations. That Assignee warrants and represents to, and covenants with, the Assignor, the Custodian and the Company that:
a. The Assignee agrees to be bound, as Purchaser or Owner as applicable, by all of the terms, covenants and conditions of the Agreements and from and after the date hereof, the Assignee assumes for the benefit of the Company and the Assignor and the Custodian (with respect to only the Custodial Agreement) all of the Assignor's obligations as purchaser or owner thereunder;
b. The Assignee's address for purposes of all notices and correspondence pursuant to the Agreements is: Bank of America, N.A. c/o Bank of America Mortgage Master Servicing Department 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Xxxxx X. Xxxxxx Telephone: (000) 000-0000 Email: xxxxx.x.xxxxxx@xxxxxxxxxxxxx.xxx
c. The Assignee's wire transfer instructions for purposes of all remittances and payments pursuant to the Purchase Agreement is: For the account of Bank of America, N.A. ABA#: 000000000 A/C#: 000686769309 A/C Name: LSBO BANA Account Taxpayer ID#: 00-0000000
Assignee Representations. Assignee hereby represents and warrants that:
(i) it is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware;
(ii) it has the full company power, authority, legal right and has taken all necessary action to assume the Obligations;
(iii) the execution and delivery of this Agreement by Assignee, and the performance of, and compliance with, the terms of this Agreement by Assignee, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to Assignee or any of its assets, in each case that materially and adversely affect its ability to carry out the transactions contemplated by this Agreement;
(iv) this Agreement constitutes a valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and by principles of equity (regardless of whether enforceability is considered in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law;
(v) each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents is true and correct in all material respects on and as of the Assumption Effective Date as if made on and as of the Assumption Effective Date (except that any representation or warranty that by its terms is made as of an earlier date is true and correct in all material respects as of such earlier date); and
(vi) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing, or will result from the consummation of the transactions contemplated by this Agreement.
Assignee Representations. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Assumption Agreement; (ii) confirms that it has received copies of the Agreement and the other Loan Documents, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement; (iii) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Agreement and the Notes or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty; (iv) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement and the other Loan Documents; and (v) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Agreement are required to be performed by it as a Lender.
Assignee Representations. Assignee hereby represents and warrants to the Company and Buyer that:
(a) Assignee is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as now being conducted.
(b) Assignee has corporate power and authority to execute and deliver this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents by Assignee, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by the governing body of Assignee and no other corporate proceedings on the part of Assignee are necessary with respect thereto. This Agreement has been, and the Ancillary Documents will be, duly executed and delivered by Assignee and, assuming that the other parties hereto have duly authorized, executed and delivered this Agreement and will duly authorize, execute and deliver the Ancillary Documents, this Agreement constitutes, and the Ancillary Documents will constitute, valid and binding obligations of Assignee, enforceable in accordance with their terms, except as such enforceability may be limited by (1) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally or (2) general principles of equity (regardless whether enforceability is considered in a proceeding at law or in equity).
(c) The execution and delivery of this Agreement by Assignee does not, and the execution and delivery of the Ancillary Documents will not, and the consummation of the transactions contemplated hereby and thereby and compliance by Assignee with the provisions of this Agreement and the Ancillary Documents will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration or other rights or obligations or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Assignee or any of its Subsidiaries under (A) the articles of incorporation, bylaws or similar organizational documents of Assignee, (B) any Contract or other instrument applicable to Assignee or its properties or assets or (C) any judgment, order, decre...
Assignee Representations. The Assignee, by entering into this Agreement, agrees to the terms of Section 5 of the Loan Agreement as if fully incorporated herein.
Assignee Representations. As of the Effective Time, Assignee hereby represents and warrants to Assignor that:
(a) Assignee is a corporation organized and existing under the laws of the state of Delaware and has the corporate power to enter into and perform, and has taken all necessary corporate action to authorize entry into, performance and delivery of, this Novation Agreement and the transactions contemplated hereby and by the Assigned Purchase Agreement;
(b) this Novation Agreement has been duly authorized, executed and delivered by Assignee and constitutes the valid, legal and binding obligation of Assignee; and
(c) the execution, delivery and performance of this Novation Agreement require neither Assignee’s shareholders’ approval nor the consent or approval of, the giving notice to, the registration with or the taking of any other action in respect of any governmental authority or agency except such as have been obtained and are in full force and effect. VLC-HAZ Purchase Agreement Novation and Amendment No. 3710 P.A. No. 3290
Assignee Representations. Assignee has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations as provided herein. The execution and delivery of this Agreement and the performance by Assignee of its obligations hereunder in accordance with the terms hereof has been authorized by all necessary corporate action on the part of Assignee and does not result in a violation of any loan agreement, mortgage, indenture or other material agreement to which Assignee is a party.
Assignee Representations. The Assignee represents and warrants to the Assignor that:
a. Assignee is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended;
b. Assignee is acquiring the Transfer Warrant for investment for an indefinite period for Assignee’s own account, not as a nominee or agent and not with a view to the sale or distribution of any part thereof, and Assignee has no present intention of selling, granting participation in or otherwise distributing the same.
c. At no time was Assignee presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television, Internet or other form of general advertising or solicitation in connection with the Transfer Warrant; and
d. Assignee understands the terms of this Agreement and has the knowledge and experience in financial or business matters and is capable of evaluating the merits and risk of acquiring the Transfer Warrant.
Assignee Representations. Assignee represents to Assignor that it has reviewed the Lockup Agreement and Registration Rights Agreement, and has obtained, to the extent Assignor deems necessary, legal advice with respect to the transactions contemplated hereunder, the effects of entering into this Assignment, and the consequences of being bound by the terms and conditions of the Lockup Agreement and Registration Rights Agreement.
Assignee Representations. Assignee represents and warrants to Assignor that:
(a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Assignee corporate action; and
(b) this Agreement is a legal and valid obligation binding upon Assignee and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Assignee is a party of or by which it is bound.
