Assignor Representations. Assignor represents to Assignee as follows:
Assignor Representations. Assignor hereby represents and warrants that:
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 $_____________, (y) the outstanding balance of its Revolving Credit Loans, unreduced by any assignments thereof which have not yet become effective, is $___________ and (z) its L/C 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 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; (iii) 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 (iv) 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. Assignor hereby represents and warrants to Assignee as follows (which representations and warranties shall be true and accurate as of the Effective Date):
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 on the PILOTs 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 or in the PILOT Agreement and all amounts due and owing thereunder have been paid to the applicable party.
Assignor Representations. Assignor hereby represents and warrants that Assignor (i) has full power and authority to assign the Services Agreement to Assignee, (ii) has not previously transferred or conveyed its interest in the Services Agreement to any person or entity collaterally or otherwise, and (iii) has full power and authority to enter into the Assignment Agreement.
Assignor Representations. Assignor represents to Sublandlord that (i) to Assignor’s best knowledge, no default exists on the part of Assignor (except with regard to the past due amounts described in Section 3 above) under the Sublease, nor does there exist any event which, with the giving of notice or passage of time or both, could constitute such a default or event of default, and (ii) to Assignor’s best knowledge, there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Assignor which could, in the aggregate, adversely affect the Sublease Premises, and Assignor is not aware of any facts which might result in any actions, suits or proceedings.
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. 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 acknowledges and agrees that
