Assignor Representations. Assignor 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 assign and transfer the Obligations;
(iii) the execution and delivery of this Agreement by Assignor, and the performance of, and compliance with, the terms of this Agreement by Assignor, 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 Assignor or any of its assets, in each case that materially and adversely affect its ability to carry out the transactions contemplated by this Agreement; and
(iv) this Agreement constitutes a valid and legally binding obligation of Assignor enforceable against Assignor 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.
Assignor Representations. Assignor represents to Assignees as follows:
(a) It is the sole, lawful owner of the tenant’s interest in the Lease and Assignor has not sold, assigned, encumbered or transferred any interest in the Lease, or any part thereof, to any other person or entity.
(b) To the best of Assignor’s knowledge, the Lease is in full force and effect and neither Landlord nor Assignor, as tenant, is in default thereunder.
Assignor Representations. The Assignor
(i) represents and warrants that as of the date hereof, (w) its Total Commitment (unreduced by any assignments thereof which have not yet become effective) is $_____________, (x) the outstanding balance of its Revolving Credit Loans (Xxxxxx) (unreduced by any assignments thereof which have not yet become effective) is $___________, (y) the outstanding balance of its Revolving Credit Loans (HAPL) (unreduced by any assignments thereof which have not yet become effective) is $___________, and (z) its Letter of Credit Exposure (unreduced by any assignments which have not yet become effective) is $__________; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the solvency or financial condition of the Borrowers or the Guarantors, or the performance or observance by the Borrowers or the Guarantors of any of their obligations under the Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iv) confirms that its Revolving Credit Note (Xxxxxx) shall be exchanged as of the Effective Date for (a) a Revolving Credit Note (Xxxxxx), dated the Effective Date, to be delivered to the Assignee, in an aggregate principal amount of $__________, (b) a Revolving Credit Note (Xxxxxx), dated the Effective Date, to be delivered to the Assignor, in an aggregate principal amount of $__________, (v) confirms that its Revolving Credit Note (HAPL) shall be exchanged as of the Effective Date for (a) a Revolving Credit Note (HAPL), dated the Effective Date, to be delivered to the Assignee, in an aggregate principal amount of $__________, (b) a Revolving Credit Note (HAPL), dated the Effective Date, to be delivered to the Assignor, in an aggregate principal amount of $__________.
Assignor Representations. Assignor represents to Assignee as follows:
Assignor Representations. Assignor hereby represents and warrants to Assignee as follows (which representations and warranties shall be true and accurate as of the Effective Date):
(i) The Lease, which is attached hereto as Exhibit B, sets forth the complete understanding and agreement of Landlord and Assignor regarding the Premises;
(ii) The Lease has not been cancelled, terminated, modified, amended, altered or extended;
(iii) All rents due and payable under the Lease are current and there are no arrearages;
(iv) There are no defaults by Assignor; and, to the best of Assignor’s knowledge, there are no defaults by Landlord under the Lease, and no event has occurred and no condition exists which, with the giving of notice or passage of time, would constitute a default under the Lease by Landlord or Assignor; and
(v) Assignor has not paid any rent more than thirty (30) days in advance of its due date.
Assignor Representations. The Assignor (i) represents and warrants that as of the date hereof, (x) its Commitment, unreduced by any assignments thereof which have not yet become effective, is $_____________, and (y) the outstanding balance of its Revolving Credit Loans, unreduced by any assignments thereof which have not yet become effective, is $___________; (ii) its pro rata share of Outstanding L/C Exposure is $_________; (iii) it makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim created by it; (iv) it makes no representation or warranty and assumes no responsibility with respect to the solvency or financial condition of the Borrower or the Guarantors, or the performance or observance by the Borrower or the Guarantors of any of their obligations under the Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (v) confirms that its Revolving Credit Note shall be exchanged as of the Effective Date for two Revolving Credit Notes, each dated the Effective Date, to be delivered to the Assignor and the Assignee, in an aggregate principal amount of $____________ and $__________, respectively.
Assignor Representations. In accordance with Section 7 of the PILOT Agreement Assignor warrants to Assignee that Assignor is current on all payments owed to the School District, the County and the City under the PILOT Agreement and Assignor shall fully pay any arrearages remaining under the PILOT Agreement owed to the School District, the County and/or the City. Assignor further hereby represents and warrants to Assignee that there is no default continuing past the applicable cure period under the PILOT Agreement and all amounts due and owing thereunder have been paid to the applicable party.
Assignor Representations. The Assignor represents and warrants as follows: Neither the Assignor, nor any of its officers, directors, employees, agents or members has either directly or indirectly, including through a broker or finder, engaged in any general solicitation or published any advertisement in connection with the assignment of the Private Placement Warrants.
Assignor Representations. Assignor represents and warrants that it has full right, power and authority to enter into and perform this Agreement [with Landlord consent]; that the execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate, limited liability company or other action; that this Agreement constitutes the legal, valid and binding obligation of Assignor, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principles; that the Assigned Lease in is full force and effect and no default or condition or event that after the passage of time could constitute a default under the Assigned Lease exists; that Assignor owns and holds the entire, undivided right, title and interest of the tenant in, under and to the Lease; and that the Assigned Lease has not been heretofore amended, modified or assigned by Assignor, nor has any interest in the Premises been granted or subleased, except as stated herein.
Assignor Representations. Assignor has all necessary corporate power and authority to execute and deliver this Agreement and to assign, transfer and convey the Rights to Assignee as provided herein. The execution and delivery of this Agreement and the performance by Assignor of its obligations hereunder in accordance with the terms hereof has been authorized by all necessary corporation action on the part of Assignor and does not result in a violation of any loan agreement, mortgage, indenture or other material agreement to which Assignor is a party. Following the consummation of the transactions contemplated hereby, Assignee will own, with good and valid title, or otherwise acquire the interests of Assignor in the Rights, free and clear of any encumbrances.
