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.
Appears in 5 contracts
Samples: Assignment and Assumption Agreement, Assignment and Assumption Agreement and Third Amendment to Amended and Restated Secured Note Agreement (General Motors Co), Assignment and Assumption Agreement and Third Amendment to Second Amended and Restated Secured Credit Agreement (General Motors Co)
