Assignor’s Representations and Warranties. Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.
Assignor’s Representations and Warranties. As of the Effective Time, Assignor hereby represents and warrants to Assignee that:
(a) Assignor is a corporation organized and existing under the laws of Vietnam and has the corporate power to enter into and perform, and has taken all necessary corporate action to authorize entry into, performance and delivery of, this Novation Agreement and the transactions contemplated hereby and by the Assigned Purchase Agreement; * Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. VLC-HAZ Purchase Agreement Novation and Amendment No. 3710 P.A. No. 3290
(b) this Novation Agreement has been duly authorized, executed and delivered by Assignor and constitutes the valid, legal and binding obligation of Assignor;
(c) the performance of this Novation Agreement require neither Assignor’s shareholders’ approval nor the consent or approval of, the giving notice to, the registration with or the taking of any other action in respect of any governmental authority or agency except such as have been obtained and are in full force and effect;
(d) the Assigned Purchase Agreement is in full force and effect and constitutes the entire agreement between Manufacturer and Assignor with respect to the purchase of the Aircraft and has not, except by, or as described in the Assigned Purchase Agreement, been amended, varied, modified, novated, cancelled or terminated;
(e) to the best of Assignor’s knowledge, it has performed all its obligations under the Assigned Purchase Agreement and no Event of Default (as defined in the Assigned Purchase Agreement) has occurred and is continuing; and
(f) it has not assigned, transferred or created any Lien in or over the Aircraft, in or over the Assigned Purchase Agreement or in connection with the Aircraft.
Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee that:
Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee and Lessee that:
5.1 Assignor is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [_______] and has the ______ power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement.
5.2 This Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignor with any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents of Assignor, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments to which Assignor is a party or by which Assignor or its properties or assets are bound.
5.3 Assignor has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignor.
5.4 This Agreement has been duly executed and delivered by Assignor and constitutes a legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee and Lessee that:
5.1 Assignor is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [ ] and has the power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement.
5.2 This Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignor with any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents of Assignor, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments to which Assignor is a party or by which Assignor or its properties or assets are bound.
5.3 Assignor has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignor.
5.4 This Agreement has been duly executed and delivered by Assignor and constitutes a legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Assignor’s Representations and Warranties. The Assignor represents and warrants to and covenants with the Assignee that:
Assignor’s Representations and Warranties. The Assignor:
(a) represents and warrants that it is the legal and beneficial owner of the Assigned Interest assigned by it hereunder and that such Assigned Interest is free and clear of any lien or security interest; and
(b) makes no representation or warranty, other than as provided in this Assignment and Acceptance, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto.
Assignor’s Representations and Warranties. By its execution of this Agreement, ASSIGNOR represents and warrants to ASSIGNEE that the following statements are true and accurate, as of the execution date of this Agreement, the Effective Date and the Closing Date.
Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee that:
(a) the Lease is in full force and effect, unmodified except as provided in this Agreement;
(b) Assignor’s interest in the Lease is free and clear of any liens, encumbrances or adverse interests of third parties;
(c) Assignor possesses the requisite legal authority to assign its interest in the Lease as provided herein.
(d) There are no sums due and owing by Assignor under the Lease as of the effective date hereof, and there exists no condition of default thereunder.
Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee as follows:
(i) Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement;
(ii) the making and performance by Assignor of this Agreement and all documents required to be executed and delivered by it hereunder do not and will not violate any law or regulation of the jurisdiction of its organization or any other law or regulation applicable to it;
(iii) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligations of Assignor, enforceable against it in accordance with its terms;
(iv) all approvals and authorizations of, all filings with and all actions by any governmental or other administrative or judicial authority necessary for the validity or enforceability of Assignor's obligations under this Agreement have been obtained;
(v) the amount of Assignor's Revolver Commitment and Term Loan Commitment and the aggregate outstanding principal amount of the Loans and LC Draw Obligations held by the Assignor are, on and as of the date of this Agreement (immediately prior to giving effect to the sale, assignment and transfer contemplated by Section 2), correctly set forth in Schedule A hereto; and
(vi) immediately prior to giving effect to the sale, assignment and transfer contemplated by Section 2, the Assignor has good title to, and is the sole legal and beneficial owner of, the Purchased Percentage, free and clear of all liens, security interests, participations and other encumbrances.
