Common use of Assignee Representations Clause in Contracts

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, decree, statute, law, ordinance, rule or regulation applicable to Assignee, other than, in the case of clause (B) or (C), any such conflicts, violations or defaults that would not, individually or in the aggregate, materially impair the ability of Assignee to perform its obligations under this Agreement or the Ancillary Documents. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Assignee in connection with the execution or delivery of this Agreement and the Ancillary Documents by Assignee or the consummation by Assignee of any of the transactions contemplated hereby and thereby. (e) Immediately prior to the Transfer Time, the net worth of Assignee shall be equal to or above $10 million as shown on its most recent quarterly or annual financial statements prepared in accordance with generally accepted accounting principles in the United States. True, complete and accurate copies of such financial statements shall be delivered to the Company and Buyer immediately prior to the Transfer Time.

Assignee Representations. The Assignee hereby represents and warrants to the Company and Buyer that: (a) Assignee it has such knowledge and experience in financial and business matters that it is a corporation duly organized, validly existing capable of evaluating the merits and in good standing under the laws risks of its jurisdiction of organizationprospective investments without reliance upon others, and Assignee has corporate power carefully evaluated all risks associated with the Site Lease and authority the Lease and the Assignment and acknowledges that it is able to own, lease and operate all of its properties and assets and to carry on its business as now being conducted.bear the economic risk relating thereto; (b) the Assignee has corporate power is (a) a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (b) an “accredited investor” as that term is defined in Regulation D under the Securities Act; (c) the Assignee accepts this interest in the Site Lease and authority the Lease and the Lease Payments for its own account and not as a bond house, broker or similar person acting in the capacity of underwriter or wholesaler, will not make a public offering of the interests conveyed hereby, is not entering into this Assignment for the purpose of transferring or assigning its rights hereunder in a manner that would constitute a public offering, and does not have a present view to distributing its interest in the Site Lease and the Lease; (d) the Assignee it is paying the price of par for its interest in the Site Lease and the Lease; and (e) the Assignee understands that the interests in the Site Lease and the Lease and in the Lease Payments are not, and are not intended to be, registered under the Securities Act and that such registration is not legally required as of the date hereof, and further understands that such interests (a) are not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating agency, (d) will not be assigned a CUSIP number, (e) will not be registered in the name of The Depository Trust Company, (f) will be delivered in a form that may not be readily assignable, and (g) are not subject to any continuing disclosure undertaking pursuant the SEC Rule 15c2-12. The Assignee agrees 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, decree, statute, law, ordinance, rule or regulation applicable to Assignee, other than, in the case of clause (B) or (C), any such conflicts, violations or defaults that would not, individually or in the aggregate, materially impair the ability of Assignee to perform its obligations under this Agreement or the Ancillary Documents. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Assignee in connection with the execution or delivery of this Agreement and the Ancillary Documents by Assignee or the consummation by Assignee of any of the transactions contemplated hereby and thereby. (e) Immediately prior to the Transfer Time, District a representation letter dated the net worth of Assignee shall be equal to or above $10 million as shown on its most recent quarterly or annual financial statements prepared in accordance with generally accepted accounting principles in date hereof confirming the United States. True, complete and accurate copies of such financial statements shall be delivered to the Company and Buyer immediately prior to the Transfer Timerepresentations made herein.

Assignee Representations. Assignee hereby represents and warrants to the Company and Buyer that: (a) The Assignee is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization, Delaware and has corporate power and authority to own, lease and operate is in good standing in all jurisdictions where necessary in light of the business it conducts (including without limitation performance of its obligations under the Assigned Agreement) and the properties and assets and to carry on its business as now being conductedit owns. (b) The Assignee has the necessary corporate power power, authority and authority legal right to execute perform the Assigned Agreement and deliver this Agreement, and the execution and delivery by the Assignee of this Agreement and the Ancillary Documents performance of its obligations thereunder and under the Assigned Agreement have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the Assignee's board of directors except for those consents and approvals which may have been duly obtained and are in full force and effect, (ii) violate any provisions of the corporate charter or by-laws of the Assignee or any provision of any law, rule or regulation, or any order, writ, judgment, injunction, decree, determination or award having applicability to consummate the transactions contemplated hereby Assignee, or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Assignee is a party or by which it or its properties may be bound or affected (c) This Agreement has been duly executed and thereby. The delivered, is in full force and effect and constitutes a legal, valid and binding obligation of the Assignee, enforceable in accordance with its terms. (d) Other than FERC approval, no consent or approval of, or other action by, or any notice or filing with, any court or administrative or governmental body (except those previously obtained and in full force and effect) is required in connection with the execution and delivery of this Agreement and or the Ancillary Documents by Assignee, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized performance 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 obligations thereunder or 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, decree, statute, law, ordinance, rule or regulation applicable to Assignee, other than, in the case of clause (B) or (C), any such conflicts, violations or defaults that would not, individually or in the aggregate, materially impair the ability of Assignee to perform its obligations under this Agreement or the Ancillary DocumentsAssigned Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Assignee in connection with the execution or delivery of this Agreement and the Ancillary Documents by Assignee or the consummation by Assignee of any of the transactions contemplated hereby and thereby. (e) Immediately prior to the Transfer Time, the net worth of Assignee shall be equal to or above $10 million as shown on its most recent quarterly or annual financial statements prepared in accordance with generally accepted accounting principles in the United States. True, complete and accurate copies of such financial statements shall be delivered to the Company and Buyer immediately prior to the Transfer Time.