Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 279 contracts
Samples: Credit Agreement (Lowes Companies Inc), Revolving Credit Agreement (TJX Companies Inc /De/), Credit Agreement (Ross Stores, Inc.)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 82 contracts
Samples: Credit Agreement (Intuity Medical, Inc.), Credit Agreement (Portland General Electric Co /Or/), Revolving Credit Agreement (SoFi Technologies, Inc.)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 81 contracts
Samples: Credit Agreement (Salesforce, Inc.), Credit Agreement (Reliance, Inc.), Credit Agreement (Windstream Parent, Inc.)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerCompany, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerCompany, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 34 contracts
Samples: Credit Agreement (Revvity, Inc.), Credit and Guaranty Agreement (Dropbox, Inc.), 364 Day Delayed Draw Term Loan Credit Agreement (Illumina, Inc.)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerCompany, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerCompany, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 31 contracts
Samples: Credit Agreement (Host Hotels & Resorts L.P.), 364 Day Term Loan Credit Agreement (Fortive Corp), Credit Agreement (Sonic Automotive Inc)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 30 contracts
Samples: Credit Agreement (CNL Healthcare Properties, Inc.), Syndicated Facility Agreement (Resmed Inc), Credit Agreement (Resmed Inc)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 28 contracts
Samples: Revolving Credit Agreement (Clarion Partners Real Estate Income Fund Inc.), Credit Agreement (A-Mark Precious Metals, Inc.), Credit Agreement (A-Mark Precious Metals, Inc.)
Assignor. [The][EachThe] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the] [the relevant] Assigned Interest, (ii) [the][suchthe] [such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 24 contracts
Samples: Senior Unsecured Bridge Credit Agreement, Term Loan Credit Agreement (PPL Electric Utilities Corp), Senior Unsecured Bridge Credit Agreement (Avnet Inc)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Term Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 22 contracts
Samples: Term Loan Agreement (American Tower Corp /Ma/), Term Loan Agreement (American Tower Corp /Ma/), 364 Day Term Loan Agreement (American Tower Corp /Ma/)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 22 contracts
Samples: Credit Agreement (Oklahoma Gas & Electric Co), Term Loan Agreement (Oklahoma Gas & Electric Co), Credit Agreement (Oge Energy Corp.)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 22 contracts
Samples: Credit Agreement (Lucid Group, Inc.), Credit Agreement (Palo Alto Networks Inc), Credit Agreement (Berkley W R Corp)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerBorrowers, any of its their respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerBorrowers, any of its their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 19 contracts
Samples: Restatement Agreement (Constellation Brands, Inc.), Restatement Agreement (Constellation Brands, Inc.), Restatement Agreement (Constellation Brands, Inc.)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the any Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 17 contracts
Samples: 364 Day Term Loan Credit Agreement (Fortive Corp), Credit Agreement (Fortive Corp), Credit Agreement (Vontier Corp)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Credit Document.
Appears in 15 contracts
Samples: Credit Agreement (OneStream, Inc.), Credit Agreement (Vistra Corp.), Credit Agreement (Carbonite Inc)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 14 contracts
Samples: Revolving Credit Agreement (Gap Inc), Revolving Credit Agreement (Gap Inc), Revolving Credit Agreement (Gap Inc)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents Documents, or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 14 contracts
Samples: Loan Agreement (KBS Real Estate Investment Trust III, Inc.), Assignment and Assumption (KBS Real Estate Investment Trust III, Inc.), Assignment and Assumption (KBS Real Estate Investment Trust III, Inc.)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerCompany, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerCompany, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 14 contracts
Samples: Credit Agreement (Ufp Technologies Inc), Credit Agreement (Avnet Inc), Credit Agreement (Avnet Inc)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Credit Document.
Appears in 14 contracts
Samples: Credit Agreement (Euronet Worldwide, Inc.), Credit Agreement (Brinker International, Inc), Credit Agreement (Brinker International, Inc)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 12 contracts
Samples: Revolving Credit Agreement (American Tower Corp /Ma/), Multicurrency Revolving Credit Agreement (American Tower Corp /Ma/), Revolving Credit Agreement (American Tower Corp /Ma/)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim claim, and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 11 contracts
Samples: Credit Agreement (APX Group Holdings, Inc.), Term Loan B Credit Agreement (Vine Resources Inc.), Term Loan Credit Agreement (Vine Resources Inc.)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerBorrowers, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 11 contracts
Samples: Credit Agreement (Thermo Fisher Scientific Inc.), Credit Agreement (Thermo Fisher Scientific Inc.), Term Loan Agreement (Thermo Fisher Scientific Inc.)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerBorrowers, any of its their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerBorrowers, any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 9 contracts
Samples: Credit and Security Agreement (Katy Industries Inc), First Lien Credit and Guaranty Agreement (Quality Care Properties, Inc.), Exhibit (ARC Group Worldwide, Inc.)
Assignor. [The][EachThe] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 8 contracts
Samples: Revolving Credit Agreement (Darden Restaurants Inc), Revolving Credit Agreement (Darden Restaurants Inc), Revolving Credit Agreement (Darden Restaurants Inc)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunderDocuments, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 8 contracts
Samples: Loan Agreement (Cedar Realty Trust, Inc.), Loan Agreement (Cedar Realty Trust, Inc.), Loan Agreement (Cedar Realty Trust, Inc.)
Assignor. [The][EachThe] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the] [[the relevant] Assigned Interest, (ii) [the][suchthe] [such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 8 contracts
Samples: Credit Agreement (Hanger, Inc.), Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, (iv) any requirements under applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time, or (ivv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 7 contracts
Samples: Revolving Credit and Guaranty Agreement (DoorDash, Inc.), Revolving Credit and Guaranty Agreement (DoorDash, Inc.), Revolving Credit and Guaranty Agreement (Coupang, Inc.)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerBorrowers, any of its their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowerBorrowers, any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 7 contracts
Samples: Credit Agreement (Aon PLC), Credit Agreement (Aon PLC), Five Year Credit Agreement (Aon PLC)
Assignor. [The][EachThe] Assignor [Each] Assignor
(a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the] [the relevant] Assigned Interest, (ii) [the][suchthe] [such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 7 contracts
Samples: Term Loan Credit Agreement (PPL Electric Utilities Corp), Term Loan Credit Agreement (Louisville Gas & Electric Co /Ky/), Term Loan Credit Agreement (Louisville Gas & Electric Co /Ky/)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the any Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 7 contracts
Samples: Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)
Assignor. [The][Each] Assignor Assignor
(a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 7 contracts
Samples: Credit Agreement (Parsons Corp), Bridge Term Loan Credit Agreement (GXO Logistics, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Restricted Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Restricted Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 6 contracts
Samples: Revolving Credit Agreement (PBF Logistics LP), Revolving Credit Agreement (PBF Energy Co LLC), Term Loan and Security Agreement (PBF Logistics LP)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, other than statements made by it herein, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any Subsidiary or any other Affiliate of its Subsidiaries or Affiliates the Borrower or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any Subsidiary or any other Affiliate of its Subsidiaries or Affiliates the Borrower or any other Person of any of their respective obligations under any Loan Document.
Appears in 6 contracts
Samples: Credit Agreement (ChampionX Corp), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the any Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 6 contracts
Samples: Credit Agreement (Envista Holdings Corp), Credit Agreement (Envista Holdings Corp), Syndicated New and Used Vehicle Floorplan Credit Agreement (Sonic Automotive Inc)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Agreement and to consummate the transactions contemplated hereby, and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 6 contracts
Samples: Credit Agreement (Purple Innovation, Inc.), Credit Agreement (WisdomTree Investments, Inc.), Credit Agreement (TRC Companies Inc /De/)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerHoldings, any of its Subsidiaries Subsidiary or Affiliates Affiliate thereof or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowerany Holdings, any of its Subsidiaries Subsidiary or Affiliates Affiliate thereof or any other Person of any of their respective obligations under any Loan Document.
Appears in 5 contracts
Samples: Super Priority Senior Secured Debtor in Possession Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp), Credit Agreement (Revlon Inc /De/), Term Credit Agreement (Revlon Inc /De/)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerBorrower[s], any of its [its/their] Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowerBorrower[s], any of its [its/their] Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 5 contracts
Samples: Credit Agreement (International Flavors & Fragrances Inc), Credit Agreement (International Flavors & Fragrances Inc), Credit Agreement (International Flavors & Fragrances Inc)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Credit Document.
Appears in 5 contracts
Samples: Amendment No. 2 (Energy Future Intermediate Holding CO LLC), Credit Agreement (Energy Future Intermediate Holding CO LLC), Credit Agreement (Kinder Morgan Holdco LLC)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerWBA, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerWBA, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 5 contracts
Samples: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.), Delayed Draw Term Loan Credit Agreement (Walgreens Boots Alliance, Inc.), Delayed Draw Term Loan Credit Agreement (Walgreens Boots Alliance, Inc.)
Assignor. [The][EachThe] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the] [the relevant] Assigned Interest, (ii) [the][suchthe] [such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Holdings, the Borrower, or any of its their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Holdings, the Borrower, or any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 5 contracts
Samples: Credit Agreement (Avaya Inc), Credit Agreement (LVB Acquisition, Inc.), Credit Agreement (Avaya Inc)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 5 contracts
Samples: Term Loan Facility (Synopsys Inc), Credit Agreement (APi Group Corp), Credit Agreement (APi Group Corp)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerCompany, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerCompany, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 5 contracts
Samples: Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp), Credit Agreement
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerCompany, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iviii) the performance or observance by the BorrowerCompany, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 5 contracts
Samples: Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 5 contracts
Samples: Credit Agreement, Credit Agreement, Term Loan Credit Agreement (Ecolab Inc)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Agreement and to consummate the transactions contemplated herebyhereby and (iv) it is not a Non-Funding Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan DocumentDocument (other than this Assignment Agreement), (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents (other than this Assignment Agreement) or any collateral thereunder, (iii) the financial condition of the BorrowerBorrowers, any of its their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowerBorrowers, any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 5 contracts
Samples: Revolving Loan Credit Agreement (XPO Logistics, Inc.), Revolving Loan Credit Agreement (XPO Logistics, Inc.), Revolving Loan Credit Agreement (XPO Logistics, Inc.)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Credit Document.
Appears in 5 contracts
Samples: Second Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.), First Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.), Credit Agreement (Canada Goose Holdings Inc.)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerCompany, any of its Restricted Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerCompany, any of its Restricted Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Block, Inc.), Revolving Credit Agreement (Block, Inc.), Revolving Credit Agreement (Square, Inc.)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and created by the Assignor, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan DocumentAgreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents Credit Agreement or any collateral thereunder, (iii) the financial condition of the Company, the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document the Credit Agreement or (iv) the performance or observance by the Company, the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Documentthe Credit Agreement.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Xenia Hotels & Resorts, Inc.), Revolving Credit and Term Loan Agreement (Gramercy Property Trust Inc.), Revolving Credit Agreement (Xenia Hotels & Resorts, Inc.)
Assignor. [The][EachThe] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the] [[the relevant] Assigned Interest, (ii) [the][suchthe] [such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its their Subsidiaries or Affiliates or any other Person of any of their its respective obligations under any Loan Document.
Appears in 4 contracts
Samples: Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)
Assignor. [The][Each] Each Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerHoldings, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowerHoldings, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 4 contracts
Samples: Repricing Amendment (Simply Good Foods Co), Repricing Amendment (Simply Good Foods Co), Extension Amendment (Simply Good Foods Co)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 4 contracts
Samples: Credit Agreement (American Renal Associates Holdings, Inc.), First Lien Credit Agreement (American Renal Associates Holdings, Inc.), Credit Agreement (ModusLink Global Solutions Inc)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and created by the Assignor, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan DocumentAgreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents Agreement or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any the Loan Document Agreement or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any the Loan DocumentAgreement.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Vornado Realty Lp), Revolving Credit Agreement (Vornado Realty Lp), Term Loan Agreement (Vornado Realty Trust)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 4 contracts
Samples: Term Loan Agreement (Cousins Properties Inc), Loan and Security Agreement (Hansen Medical Inc), Loan Agreement (Cousins Properties Inc)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any Borrowers and each of its the Borrowers’ Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any Borrowers and each of its the Borrowers’ Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 4 contracts
Samples: Credit Agreement (Global Payments Inc), Credit Agreement (Global Payments Inc), Term Loan Agreement (Global Payments Inc)
Assignor. [The][EachThe] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 4 contracts
Samples: Loan Agreement (Cedar Shopping Centers Inc), Loan Agreement (Cedar Shopping Centers Inc), Loan Agreement (Cedar Shopping Centers Inc)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim claim, and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Credit Document.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (Ingredion Inc), Term Loan Credit Agreement (Ingredion Inc), Term Loan Credit Agreement (Ingredion Inc)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, other than the representations and warranties made by it herein, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the any Loan Documents Document (other than this Assignment) or any collateral thereunder, (iii) the financial condition of the Borrower, any Subsidiary or any other Affiliate of its Subsidiaries or Affiliates the Borrower or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, Borrower or any Subsidiary or any other Affiliate of its Subsidiaries or Affiliates the Borrower or any other Person obligated in respect of any Loan Document of any of their respective obligations under any Loan Documentthereunder.
Appears in 3 contracts
Samples: Revolving Credit Facility Agreement (Weyerhaeuser Co), Term Loan Agreement (Weyerhaeuser Co), Revolving Credit Facility Agreement (Weyerhaeuser Co)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan DocumentDocument (other than this Assignment and Assumption), (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents (other than this Assignment and Assumption) or any collateral thereunder, (iii) the financial condition of Holdings, the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by Holdings, the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: First Lien Credit Agreement (SolarWinds Corp), Second Lien Credit Agreement (SolarWinds Corp), Credit Agreement (Dave & Buster's Entertainment, Inc.)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility Responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Term Loan Agreement (Panera Bread Co), Term Loan Agreement (Panera Bread Co), Term Loan Agreement (Panera Bread Co)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerParent, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerObligors, any of its their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Credit Document.
Appears in 3 contracts
Samples: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Tractor Supply Co /De/), Credit Agreement (Amn Healthcare Services Inc)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the any Borrower, any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Hasbro Inc), Revolving Credit Agreement (Hasbro Inc), Revolving Credit Agreement (Hasbro Inc)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it [is / is not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the any Borrower, any of its Subsidiaries or Affiliates affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Revolving Credit Agreement (NextEra Energy Partners, LP), Revolving Credit Agreement (NextEra Energy Partners, LP), Revolving Credit Agreement (NextEra Energy Partners, LP)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby, and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (Intuit Inc), Credit Agreement (Us Xpress Enterprises Inc), Credit Agreement (Intuit Inc)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions transaction contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (Healthsouth Corp), Credit Agreement (Healthsouth Corp), Credit Agreement (Healthsouth Corp)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan L/C Related Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan L/C Related Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan L/C Related Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan L/C Related Document.
Appears in 3 contracts
Samples: Credit Agreement (Travelers Companies, Inc.), Credit Agreement (Travelers Companies, Inc.), Credit Agreement (Travelers Companies, Inc.)
Assignor. [The][EachThe] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the] [the relevant] Assigned Interest, (ii) [the][suchthe] [such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerBorrowers, any of its their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerBorrowers, any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)
Assignor. [The][Each] Assignor Assignor
(a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (eHealth, Inc.), Credit Agreement (Southwest Water Co), Credit Agreement (Biogen Idec Inc.)
Assignor. [The][EachThe] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the] [[the relevant] Assigned Interest, (ii) [the][suchthe] [such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerBorrowers, any of its their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowerBorrowers, any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (Agco Corp /De), Credit Agreement (Agco Corp /De), Credit Agreement (Agco Corp /De)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerBorrowers, any of its their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerBorrowers, any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (Smith & Wesson Holding Corp), Credit Agreement (Smith & Wesson Holding Corp), Credit Agreement (Kid Brands, Inc)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the each Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the each Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp), Credit Agreement (W R Grace & Co), Credit Agreement (Scholastic Corp)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and created by the Assignor, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan DocumentAgreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents Agreement or any collateral thereunder, (iii) the financial condition of the BorrowerCompany, the Borrowers, any of its their Subsidiaries or Affiliates or any other Person obligated in respect of any the Loan Document Agreement or (iv) the performance or observance by the BorrowerCompany, the Borrowers, any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any the Loan DocumentAgreement.
Appears in 3 contracts
Samples: Term Loan Agreement (GPT Operating Partnership LP), Term Loan Agreement (Gramercy Property Trust), Term Loan Agreement
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the U.S. Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the U.S. Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (Miller Herman Inc), Credit Agreement (Miller Herman Inc), Credit Agreement (Miller Herman Inc)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerCompany, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Snyder's-Lance, Inc.), Credit Agreement (Snyder's-Lance, Inc.), Credit Agreement (Lance Inc)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunderDocuments, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Southeast Airport Group), Credit Agreement (Mohawk Industries Inc), Credit Agreement (Interpublic Group of Companies, Inc.)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (Recro Pharma, Inc.), Credit Agreement (Recro Pharma, Inc.), Credit Agreement (Recro Pharma, Inc.)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral Collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (Textainer Group Holdings LTD), Credit Agreement (Cnet Networks Inc), Credit Agreement (Textainer Group Holdings LTD)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan DocumentAgreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents Credit Agreement or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Agreement, (iv) any Loan Document requirements under applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time or (ivv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Documentthe Credit Agreement.
Appears in 3 contracts
Samples: Term Loan Agreement (Kilroy Realty, L.P.), Credit Agreement (Kilroy Realty, L.P.), Term Loan Agreement (Kilroy Realty, L.P.)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions Transaction contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Amendment and Restatement Agreement (Spansion Inc.), Revolving Credit Agreement (Spansion Inc.), Credit Agreement (Spansion Inc.)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Amended and Restated Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Holdings, the Borrower, or any of its their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Holdings, the Borrower, or any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (SVMK Inc.), Refinancing Facility Agreement (SVMK Inc.), Refinancing Facility Agreement (SVMK Inc.)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Bank; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (Mdu Resources Group Inc), Credit Agreement (Mdu Resources Group Inc), Credit Agreement (Mdu Resources Group Inc)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby, and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunderDocuments, (iii) the financial condition of the BorrowerCompany, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerCompany, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Crane Co /De/), 364 Day Credit Agreement (Crane Co /De/), Term Loan Credit Agreement (Crane Co /De/)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerKKR Financial, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Corp), Credit Agreement (KKR Financial Corp)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Parent Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Parent Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby, and (iv) it [is / is not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Loan Agreement (Rogers Communications Inc), Credit Agreement (Rogers Communications Inc), Credit Agreement (Rogers Communications Inc)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, the Co-Borrower, any of its the Borrower’s Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, the Co-Borrower, any of its the Borrower’s Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (Costar Group Inc), Credit Agreement (Costar Group Inc), Credit Agreement (Costar Group Inc)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; hereby and (iv) it is not a Defaulting Lender and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, other than statements made by it herein, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerCompany, any Subsidiary or any Affiliate of its Subsidiaries or Affiliates the Company or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerCompany, any Subsidiary or any Affiliate of its Subsidiaries or Affiliates the Company or any other Person of any of their respective obligations under any Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Diplomat Pharmacy, Inc.), Credit Agreement (Kla Tencor Corp)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the] [the relevant] Assigned Interest, (ii) [the][suchthe] [such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Beacon Roofing Supply Inc), Term Loan Credit Agreement (Beacon Roofing Supply Inc)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerCompany, any other Borrower or any of its the Company’s Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowerCompany, any other Borrower or any of its the Company’s Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (International Flavors & Fragrances Inc), Credit Agreement (International Flavors & Fragrances Inc)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, (iv) any requirements under applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time, or (ivv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (TimkenSteel Corp), Credit Agreement (TimkenSteel Corp)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Holdings, the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Holdings, the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility Holdings, Inc.)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) it is not a Defaulting Lender, (iv) the financial condition of the Borrower, any of its Affiliates or any of the Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (ivv) the performance or observance by the Borrower, any of its Affiliates or any of the Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (PDL Biopharma, Inc.), Credit Agreement (PDL Biopharma, Inc.)
Assignor. [The][EachThe] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][suchthe] [such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerUltimate Parent, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerUltimate Parent, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 2 contracts
Samples: Revolving Credit and Guaranty Agreement (Actavis PLC), Wc Term Loan Credit and Guaranty Agreement (Actavis PLC)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; hereby and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Casa Systems Inc), Credit Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated herebyhereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Term Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 2 contracts
Samples: 364 Day Term Loan Agreement (Owens Corning), Term Loan Agreement (Owens Corning)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Cardinal Health Inc), Credit Agreement (Cardinal Health Inc)
Assignor. [The][EachThe] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (PMC Commercial Trust /Tx), Credit Agreement (PMC Commercial Trust /Tx)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby, and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowerBorrowers, any of its their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowerBorrowers, any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 2 contracts
Samples: Senior Unsecured Revolving Credit Agreement (Barnes Group Inc), Credit Agreement (West Pharmaceutical Services Inc)
Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any of the BorrowerBorrowers, any of its their respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by any of the BorrowerBorrowers, any of its their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Midwest Holding Inc.), Credit Agreement (Athene Holding LTD)
Assignor. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, Liberty Property Trust (the “Company”), any other Guarantor, or any of its their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, the Company, any Guarantor, or any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Property Limited Partnership), Credit Agreement (Liberty Property Limited Partnership)