Assignee’s Representations and Warranties. Assignee represents and warrants to Assignor and Lessee that:
4.1 [Assignee is a “citizen of the United States” within the meaning of the Federal Aviation Act of 1958, as amended, and as recodifed in Subtitle VII of Title 49 of the United States Code, and the regulations thereunder (including with respect to voting trust or other voting rights arrangements).]
4.2 Assignee is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [ ] and has the power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement.
4.3 This Agreement has been duly authorized all necessary corporate action on the part of Assignee and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignee with any of the terms and provisions hereof does or will contravene any law applicable to Assignee, conflict with the constitutional documents of Assignee, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignee under, any material credit agreement or instruments or other agreement or instruments to which Assignee is a party or by which Assignee or its properties or assets are bound.
4.4 Assignee has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignee.
4.5 This Agreement has been duly executed and delivered by Assignee and constitutes a legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
4.6 [Assignee has a tangible net worth (determined in accordance with GAAP) of at least Fifteen Million Dollars ($15,000,000)][or][Assignee’s debt obligations have an investment grade rating of [ ] according to [Xxxxx’x Investors Services, Inc./Standard & Poor’s Corporation.] [representation to be made in the alternative; or made with respect to a guarantor meeting either such standard;...
Assignee’s Representations and Warranties. Assignee hereby represents and warrants to Assignor as follows:
(a) Assignee is a limited partnership duly formed, currently existing and in good standing under the laws of the State of Maryland, and has the power and authority to consummate the transactions contemplated by this Agreement and the Assignment. Each individual executing this Agreement and/or the Assignment on behalf of Assignee represents and warrants to Assignor that he or she is duly authorized to do so.
(b) This Agreement has been, and the Assignment will be, duly authorized, executed and delivered by Assignee and all consents required under Assignee’s organizational documents or by law have been obtained. This Agreement is, and the Assignment will be, the legal, valid and binding obligation of Assignee, enforceable in accordance with its terms and does not violate any provisions of any agreement or judicial or administrative order to which Assignee is a party or to which Assignee is subject.
(c) Assignee is not an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on September 00, 0000 (“XX00000”), (xx) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:xxx.xxxxx.xxx/xxxx/x00xxx.xxx) (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO3224, (iv) is subject to sanctions of the United States government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or (v) who is otherwise affiliated with any entity or person listed above.
(d) Assignee is not purchasing the Distributed GF LLC Interests with “plan assets” of an Employee Benefit Plan subject to Title I of the Employee Retirement Income Security Act of 1974 or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended.
(e) All of the financial statements provided to Assignor pursuant to the Venture Agreement regarding the Venture, the Intermediaries, the Property Owne...
Assignee’s Representations and Warranties. Assignee represents and warrants to Assignor that:
Assignee’s Representations and Warranties. By its execution of this Agreement, ASSIGNEE represents and warrants to ASSIGNOR that the following statements are true and accurate, as of the execution date of this Agreement, the Effective Date and the Closing Date.
Assignee’s Representations and Warranties. The Assignee represents and warrants to and covenants with the Assignor that:
Assignee’s Representations and Warranties. Assignee represents and warrants to Assignor as follows:
Assignee’s Representations and Warranties. In consideration of Assignor entering into this Agreement and as an inducement to Assignor to sell Assignor's interest in the Limited Partnership Interest to Assignee, Assignee represents and warrants to Assignor as to each of the matters described in Section 5 of the Master Agreement, with the same force and effect as if such representations and warranties were set forth herein, and such representations and warranties are hereby incorporated by reference herein.
Assignee’s Representations and Warranties. Assignee hereby represents and warrants that:
(a) Assignee is the owner of the Property and is duly authorized to execute, deliver and perform this Agreement.
(b) The entities and/or persons executing this Agreement on behalf of Assignee are duly authorized to execute and deliver this Agreement.
(c) This Agreement and the Loan Documents are in full force and effect and the transactions contemplated therein constitute valid and binding obligations of Assignee, enforceable against Assignee in accordance with their terms and have not been modified either orally or in writing by Assignee, except as set forth herein.
(d) Lender has not waived any requirements of the Loan Documents nor any of Lender's rights thereunder.
(e) There is no existing Event of Default by Assignor or event or condition known to Assignee that, with the giving of notice or passage of time or both, would constitute an Event of Default by Assignee.
(f) All taxes and assessments applicable to the Property that are due and payable as of the Closing have been paid.
(g) The next payment for real property taxes applicable to the Property is due on or before December 1, 2001, and payable without delinquency or penalty on or before March 1, 2002.
(h) All representations and warranties of Assignee in the Purchase Agreement are true and correct.
(i) All representations and warranties referred to herein shall be true as of the date of this Agreement and the Closing and shall survive the Closing.
(j) There is no bankruptcy, receivership or insolvency proceeding pending or threatened against Assignee.
(k) Assignee does not have any intention to do any of the following prior to the Closing or within the 180 days following the Closing (i) seek entry of any order for relief as debtor and a proceeding under the Code (hereinafter defined), (ii) seek consent to or not contest the appointment of a receiver or trustee for itself or for all or any part of its property, (iii) file a petition seeking relief under any bankruptcy, arrangement, reorganization or other debtor relief laws, or (iv) make a general assignment for the benefit of its creditors.
(l) All of the Required Insurance is in full force and effect, with all required premiums paid, and contains the required Mortgagee's Clause. Lender is entitled to rely, and has relied, upon these representations and warranties in the execution and delivery of this Agreement and all other documents and instruments executed and delivered by Lender in connection with ...
Assignee’s Representations and Warranties. Assignee hereby represents and warrants to Assignor that: (i) Assignee is a limited partnership, organized, validly existing and in good standing under the laws of the State of Delaware, (ii) Assignee has all requisite limited partnership power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and each other agreement executed and delivered by Assignor in connection herewith, (iii) this Agreement has been duly authorized, executed and delivered by Assignee and constitutes the legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms; and (iv) Assignee has obtained all necessary consents, releases and agreements required to enter into this Agreement and to consummate the transactions contemplated hereby.
Assignee’s Representations and Warranties. The Assignee represents and warrants that it properly treats, and will continue to treat, the transfer of any Assigned Interest to the Assignee for all purposes as a purchase on all of its relevant books and records (including for tax and accounting purposes).
