Common use of Assignor’s Representations and Warranties Clause in Contracts

Assignor’s Representations and Warranties. Assignor hereby represents and warrants to Assignee as of the date hereof that: (1) Assignor is the sole owner of the Partnership Interests identified on Exhibit A of the Exchange Offer. (2) Assignor has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have 92 (3) To the best of Assignor's knowledge, there is no litigation, proceeding or action pending or threatened against or relating to Assignor which might materially and adversely affect Assignor or which questions the validity of this Agreement or any action taken or to be taken by Assignor pursuant hereto. (4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or constitute a default under any term or provision of any agreement, instrument or lease to which Assignor is a party. (5) Neither Assignor, nor, to the best of Assignor's knowledge any prior owner of the Beachwood Marriott, Buffalo Marriott, or Columbus Marriott (collectively the "Boykxx Xxxriott Hotels") has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge of the Release (as hereinafter defined) or existence of any Hazardous Substances on or about the Boykxx Xxxriott Hotels or property surrounding the Boykxx Xxxriott Hotels which might affect the Boykxx Marriott Hotels; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the Boykxx Xxxriott Hotels or on property surrounding the Boykxx Xxxriott Hotels which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as of the date of this Agreement and all rules and regulations promulgated thereunder, including, but not limited to: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq. (the

Assignor’s Representations and Warranties. The Assignor hereby (i) represents and warrants to Assignee as of the date hereof that: that (1A) Assignor it is the sole owner of the Partnership Interests identified on Exhibit A of the Exchange Offer. (2) Assignor has all necessary power and authority legally authorized to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have 92 (3B) To the best of Assignor's knowledge, there is no litigation, proceeding or action pending or threatened against or relating to Assignor which might materially and adversely affect Assignor or which questions the validity of this Agreement or any action taken or to be taken by Assignor pursuant hereto. (4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or constitute a default under any term or provision of any agreement, instrument or lease to which Assignor is a party. (5) Neither Assignor, nor, to the best of Assignor's knowledge any prior owner of the Beachwood Marriott, Buffalo Marriott, or Columbus Marriott (collectively the "Boykxx Xxxriott Hotels") has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge of the Release (as hereinafter defined) or existence of any Hazardous Substances on or about the Boykxx Xxxriott Hotels or property surrounding the Boykxx Xxxriott Hotels which might affect the Boykxx Marriott Hotels; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the Boykxx Xxxriott Hotels or on property surrounding the Boykxx Xxxriott Hotels which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as of the date hereof (and without giving effect to assignments thereof which have not yet become effective), its Commitment, share of this outstanding Loans, participating interest in the risk relating to any outstanding Letters of Credit and Commitment Percentage is as set forth on SCHEDULE 3(A)(I) hereto attached, (ii) makes no representations or warranties, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant thereto or the attachment, perfection or priority of any security interest or mortgage, other than that it is the legal and all rules beneficial owner of the interest being assigned by it hereunder free and regulations promulgated thereunderclear of any claim or encumbrance created by it; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Parent, includingeither of the Borrowers, but not limited to: any Guarantor, or any of the Comprehensive Environmental ResponseParent's other Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, Compensation or the performance or observance by the Parent, either of the Borrowers, any Guarantor, or any of the Parent's other Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or any of its obligations under the Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and Liability Act of 1980(iv) agrees to deliver to the Borrowers, 42 U.S.C. Sections 9601 et seq. (thepromptly after the Effective Date, the Note delivered to it under the Agreement.

Assignor’s Representations and Warranties. Each Assignor hereby represents and warrants to Assignee as of the date hereof that: (1) That Assignor is the sole owner of the Partnership Participation Interests as identified on Exhibit A of the Exchange Offer. (2) That Assignor has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have 92been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by that Assignor pursuant hereto when delivered will constitute, the legal, valid and binding obligations of that Assignor, enforceable against that Assignor in accordance with their respective terms. (3) To the best of Assignor's knowledge, there There is no litigation, proceeding or action pending or or, to the best of that Assignor's knowledge, threatened against or relating to Assignor that Assignor, the Partnerships or the Boykxx Xxxels (as such terms are defined herein) which might materially and adversely affect that Assignor or which questions the validity of this Agreement or any action taken or to be taken by that Assignor or any of the Partnerships pursuant hereto. (4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or 106 constitute a default under any term or provision of any agreement, instrument or lease to which that Assignor is a party. (5) Neither that Assignor, nor, to the best of that Assignor's knowledge any prior owner of the Beachwood MarriottInitial Hotels owned, Buffalo Marriottdirectly or indirectly, by the partnerships or Columbus Marriott limited liability company whose interests are being assigned hereby (collectively for each Assignor the "Boykxx Xxxriott HotelsXxxels") has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge of the Release (as hereinafter defined) or existence of any Hazardous Substances on or about the Boykxx Xxxriott Hotels Xxxels or property surrounding the Boykxx Xxxriott Hotels Xxxels which might affect the Boykxx Marriott HotelsXxxels; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the Boykxx Xxxriott Hotels Xxxels or on property surrounding the Boykxx Xxxriott Hotels Xxxels which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as of the date of this Agreement and all rules and regulations promulgated thereunder, including, but not limited to: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq. (thethe "Superfund Act"); the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6921 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136; the Federal Water Pollution Control Act, 33 U.S.C. Sections 1251 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et seq.; the Federal Solid Waste Disposal Act, 42 U.S.C. Sections 6901 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; or any other Law. For the purposes of this Agreement the terms "Hazardous Substances" and "Release" shall have the definitions used in the Superfund Act; provided, however, that the definition of the term "Hazardous Substances" shall also include (if not included within the definition contained in the Superfund Act), petroleum and related by-products, hydrocarbons, radon, asbestos, urea formaldehyde and polychlorinated biphenyl compounds ("PCB's"). 107

Assignor’s Representations and Warranties. Assignor hereby The Assignor, for the benefit of the Assignee, the Borrower and the Agent on behalf of the Lenders, (i) represents and warrants to Assignee as of the date hereof that: that (1A) Assignor it is the sole owner of the Partnership Interests identified on Exhibit A of the Exchange Offer. (2) Assignor has all necessary power duly and authority legally authorized to enter into this Assignment and Assumption Agreement, (B) the execution, delivery and performance of this Assignment and Assumption Agreement do not conflict with any provision of law or of the charter or by-laws or other constitutional documents of the Assignor, or of any agreement binding on the Assignor, (C) all acts, conditions and things required to perform its obligations hereunder be done and performed and to consummate have occurred prior to the transactions contemplated herebyexecution, without delivery and performance of this Assignment and Assumption Agreement, and to render the consent or authorization ofsame the legal, or notice tovalid and binding obligation of the Assignor, any third partyenforceable against it in accordance with its terms, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices done and performed and have 92 (3) To the best of Assignor's knowledge, there is no litigation, proceeding or action pending or threatened against or relating to Assignor which might materially occurred in due and adversely affect Assignor or which questions the validity of this Agreement or any action taken or to be taken by Assignor pursuant hereto. (4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or constitute a default under any term or provision of any agreement, instrument or lease to which Assignor is a party. (5) Neither Assignor, nor, to the best of Assignor's knowledge any prior owner of the Beachwood Marriott, Buffalo Marriott, or Columbus Marriott (collectively the "Boykxx Xxxriott Hotels") has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: Applicable Laws and (bD) caused immediately prior to the Effective Date, its Tranche A Allocation equaled $[____________] and its Tranche B Allocation equaled $[__________], and the aggregate outstanding principal balance of its Tranche A Loans equaled $[_________] and the aggregate outstanding principal balance of its Tranche B Loans equaled $[___________]; (ii) makes no representation or permitted warranty, express or received implied, and assumes no responsibility with respect to any written notice statements, warranties or have representations made in or in connection with the Warehouse Agreement, any actual knowledge of the Release (as hereinafter defined) other Loan Documents or existence any of any Hazardous Substances on the Lease Documents or about the Boykxx Xxxriott Hotels execution, legality, validity, enforceability, genuineness, sufficiency or property surrounding value of the Boykxx Xxxriott Hotels which might affect Warehouse Agreement, the Boykxx Marriott Hotels; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about other Loan Documents, the Boykxx Xxxriott Hotels or on property surrounding the Boykxx Xxxriott Hotels which may support a claim or cause of action, whether by any governmental authority Lease Documents or any other personinstrument or document furnished pursuant thereto or the attachment, under perfection or priority of any laws ("Environmental Laws") in effect as security interest or mortgage, other than that it is the legal and beneficial owner of the date interest being assigned by it hereunder, free and clear of this Agreement any claim or encumbrance; and all rules (iii) makes no representation or warranty and regulations promulgated thereunderassumes no responsibility with respect to the financial condition of any of the Servicers, includingthe Borrower or any of their respective Affiliates or any other Person primarily or secondarily liable in respect of any of the Obligations, but not limited to: or the Comprehensive Environmental Responseperformance or observance by any of the Servicers, Compensation and Liability Act the Borrower or any of 1980their respective Affiliates or any other Person primarily or secondarily liable in respect of any of the Obligations or any of their obligations under the Warehouse Agreement, 42 U.S.C. Sections 9601 et seqany of the other Loan Documents or any of the Lease Documents or any other instrument or document delivered or executed pursuant thereto. (theThe Assignor attaches hereto the Notes delivered to it under the Warehouse Agreement.

Assignor’s Representations and Warranties. Assignor hereby represents and warrants to Assignee as of the date hereof that: (1) After the liquidation of Chucx & Xoe, X.L.C. and prior to the Closing Date, Assignor is will be the sole owner of the Partnership Membership Interests identified on Exhibit A in BBG representing 29.7% ownership of the Exchange OfferBBG. (2) Assignor has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have 92been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by Assignor pursuant hereto when delivered will constitute, the legal, valid and binding obligations of Assignor, enforceable against Assignor in accordance with their respective terms. (3) To the best of Assignor's knowledge, there is no litigation, proceeding or action pending or threatened against or relating to Assignor which might materially and adversely affect Assignor or which questions the validity of this Agreement or any action taken or to be taken by Assignor pursuant hereto. (4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or constitute a default under any term or provision of any agreement, instrument or lease to which Assignor is a party. (5) Neither Assignor, nor, to the best of Assignor's knowledge any prior owner of the Beachwood Marriott, Buffalo Marriott, or Columbus Marriott (collectively the "Boykxx Xxxriott Hotels") Lake Normxx Xxxels has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge of the Release (as hereinafter defined) or existence of any Hazardous Substances on or about the Boykxx Xxxriott Hotels Lake Normxx Xxxel or property surrounding the Boykxx Xxxriott Lake Normxx Hotels which might affect the Boykxx Marriott HotelsLake Normxx Xxxels; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the Boykxx Xxxriott Hotels Lake Normxx Xxxels or on property surrounding the Boykxx Xxxriott Hotels Lake Normxx Xxxels which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as of the date of this Agreement and all rules and regulations promulgated thereunder, including, but not limited to: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq. (thethe "Superfund Act"); the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6921 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136; the Federal Water Pollution Control Act, 33 U.S.C. Sections 1251 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et seq.; the Federal Solid Waste Disposal Act, 42 U.S.C. Sections 6901 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; or any other Law. For the purposes of this Agreement the terms "Hazardous Substances" and "Release" shall have the definitions used in the Superfund Act; provided, however, that the definition of the term "Hazardous Substances" 55 shall also include (if not included within definition contained in the Superfund Act), petroleum and related by products, hydrocarbons, radon, asbestos, urea formaldehyde and polychlorinated biphenyl compounds ("PCB's").

Assignor’s Representations and Warranties. Assignor hereby represents and warrants to Assignee as of the date hereof that: (1a) Assignor is the sole owner trustee of the Partnership Interests identified on Exhibit A _____________________ _________________ (the "Trust"), and that the investment powers of the Exchange OfferTrust permit the Assignor, as trustee, to enter into this Agreement. (2b) Assignor has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have 92been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by Assignor pursuant hereto when delivered will constitute, the legal, valid and binding obligations of Assignor, enforceable against Assignor in accordance with their respective terms. (3c) To the best of Assignor's knowledge, there is no litigation, proceeding or action pending or threatened against or relating to Assignor which might materially and adversely affect Assignor or which questions the validity of this Agreement or any action taken or to be taken by Assignor pursuant hereto. (4d) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or constitute a default under any term or provision of any agreement, instrument or lease to which Assignor is a party. (5e) Neither AssignorAt Closing, norAssignor will own good, valid and marketable title to the Partnership Interest, free and clear of all mortgages, pledges, liens, security interests, encumbrances and restrictions of any nature whatsoever. (f) To the best of Assignor's knowledge any prior owner knowledge, the only partners of the Beachwood MarriottJVJ Joint Ventures are the general partners listed on Exhibit B. Subject to Section 10 hereof, Buffalo Marriott, Assignor also makes the further representation that nothing in this Agreement shall operate to release Assignor from any liabilities or Columbus Marriott (collectively obligations for which he would otherwise be responsible arising out of or in connection with the "Boykxx Xxxriott Hotels") has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge ownership of the Release (as hereinafter defined) Partnership Interest or existence of the Property relating to any Hazardous Substances on or about periods prior to the Boykxx Xxxriott Hotels or property surrounding the Boykxx Xxxriott Hotels which might affect the Boykxx Marriott Hotels; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the Boykxx Xxxriott Hotels or on property surrounding the Boykxx Xxxriott Hotels which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as Closing. All of the date of representations and warranties set forth in this Agreement and all rules and regulations promulgated thereunder, including, but not limited to: Section 5 shall be deemed renewed by Assignor on the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq. (theClosing Date as if made at such time.

Assignor’s Representations and Warranties. Assignor hereby represents and warrants to Assignee as of the date hereof that: (1) Assignor is the sole owner of the Partnership Interests as identified on Exhibit A of the Exchange Offer. (2) Assignor has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have 92been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by Assignor pursuant hereto when delivered will constitute, the (3) To the best of Assignor's knowledge, there is no litigation, proceeding or action pending or threatened against or relating to Assignor which might materially and adversely affect Assignor or which questions the validity of this Agreement or any action taken or to be taken by Assignor pursuant hereto. (4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or constitute a default under any term or provision of any agreement, instrument or lease to which Assignor is a party. (5) Neither Assignor, nor, to the best of Assignor's knowledge any prior owner of the Beachwood hotels owned by the Columbus Hotel Joint Venture (Columbus Marriott, ) or the Buffalo Marriott, or Hotel Joint Venture (Buffalo Mariott) (hereafter the Columbus Marriott (Mariott and the Buffalo Mariott collectively the "Boykxx Xxxriott Hotels") has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge of the Release (as hereinafter defined) or existence of any Hazardous Substances on or about the Boykxx Xxxriott Hotels or property surrounding the Boykxx Xxxriott Hotels which might affect the Boykxx Marriott Hotels; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the Boykxx Xxxriott Hotels or on property surrounding the Boykxx Xxxriott Hotels which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as of the date of this Agreement and all rules and regulations promulgated thereunder, including, but not limited to: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq. (thethe "Superfund Act"); the Resource Conservation and Recovery Act of 1976,