Assignor's Representations, Warranties and Covenants. Assignor does hereby represent and warrant that Assignor has not assigned or pledged, and hereby covenants that it will not assign or pledge, so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned to anyone other than Assignee.
Assignor's Representations, Warranties and Covenants. The Assignor does hereby represent and warrant that (a) the Purchase Agreement, insofar as it relates to the Aircraft, is in full force and effect and is enforceable against the Assignor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors' rights generally, and the Assignor is not in default thereunder, and (b) the Assignor has not assigned or pledged, and hereby covenants that it will not assign or pledge, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement not assigned hereby, to anyone other than the Lessor as herein provided.
Assignor's Representations, Warranties and Covenants. (a) Assignor represents and warrants with respect to each of the Material Contracts that each of the following is true:
(i) The Material Contract was duly executed and is validly existing and enforceable in accordance with its terms (except to the extent that enforcement may be limited by the effect of bankruptcy, receivership, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors generally).
(ii) Assignor’s interest in the Material Contract is not subject to any defense, claim, setoff, lien, or encumbrance.
(iii) No event has occurred that constitutes, or with the passage of time or the giving of notice, or both, would constitute, an event of default under the Material Contract.
(iv) Neither this Assignment nor any action or inaction on the part of Lender will constitute an assumption on the part of Lender of any obligations under the Material Contract and Assignor will continue to be liable for all obligations under the Material Contract.
(v) There has been no prior assignment of the Material Contract which has not been terminated prior to or concurrently with the execution and delivery of this Assignment.
(vi) The Material Contract, its effective date, and the parties to the Material Contract are accurately listed on Exhibit C; a complete and accurate copy of the Material Contract is attached to this Assignment as part of Exhibit D; and the Material Contract attached as part of Exhibit D has not been amended, modified, terminated, extended or supplemented, except as shown in Exhibit D.
(b) Assignor makes the following covenants with respect to each of the Material Contracts:
(i) Assignor will hold Lender and Lender’s stockholders, directors, officers, agents, and employees harmless from and against any loss, cost (including fees and disbursements of legal counsel), or other expenses, damages, or liability arising under or with respect to the Material Contract or Assignor’s performance under (or breach of) the Material Contract.
(ii) Lender will have the right at any time (but will have no obligation) to take, in its name or in the name of Assignor or otherwise, such action as Lender may at any time or times determine to be necessary to cure any default by Assignor under the Material Contract.
(iii) Assignor will punctually perform all of its obligations under the Material Contract.
(iv) No amendment of any Material Contract will be valid as against Lender or New Owner (as defined in Section 4 below)...
Assignor's Representations, Warranties and Covenants. Assignor represents and warrants as follows:
(a) Assignor hereby represents and warrants to Assignee that, to Assignor's knowledge, neither the Assignor nor the Sold Property is in default under the FILOT Agreement and, to Assignor's knowledge, no event has occurred or failed to occur which, with the passage of time or giving of notice, or both, would constitute a breach or default under the FILOT Agreement by Assignor or the Sold Property, that the FILOT Agreement is in full force and effect, that the FILOT Agreement has not been further amended or modified and that all requirements of Assignor under the FILOT Agreement have been satisfied, all as of the Closing Date.
(b) Assignor is a party to the FILOT Agreement as of the Closing Date and has taken all actions necessary to become and remain a party to the FILOT Agreement;
(c) as of the Closing Date, all required payments (including but not limited to tax payments, fee in lieu of tax payments and any required fees owed to any governmental entity or any other third party) for the Sold Property had been timely paid;
(d) as of the Closing Date there were no outstanding taxes or fees owed for the Sold Property; and
(e) Assignor will provide all information in its possession necessary to Assignee to allow Assignee to prepare and file the initial SC Form PT-300 (Property Return) with respect to the Sold Property.
Assignor's Representations, Warranties and Covenants. The Assignor represents and warrants to and covenants with the Assignee and the Optionor that:
Assignor's Representations, Warranties and Covenants. (a) The Assignor hereby makes the following representations and warranties to Westlake as of the Effective Date and as of the Closing Date:
Assignor's Representations, Warranties and Covenants. (a) Assignor represents and warrants that each of the following are true:
(i) The Mortgaged Property, the Facility and the activities contemplated by the Intended Use are in compliance with all Licenses.
(ii) Other than the Licenses attached as Exhibit A to this Assignment [ADD IF APPLICABLE: and any licenses described in Section 1(b)], no other Licenses are required to operate the Facility as it is currently being operated and for its Intended Use.
(iii) Assignor has not received any notice or request for additional information from any Governmental Authority that could reasonably be expected to result in an adverse change to any of the following:
(A) Licenses.
(B) Operation of the Facility.
(C) Financial condition of the Mortgaged Property.
(iv) Assignor has filed all reports and other information required by the Licenses on or prior to any deadlines imposed by the Licenses.
(v) Assignor is not aware of any deficiencies, actions or inactions that, in the aggregate, could result in any of the following with respect to any License:
(A) Modification by the Governmental Authority issuing such License permitting a less acute level of care (such as elimination of skilled nursing or assisted living care or associated services) (“Downgrade”).
Assignor's Representations, Warranties and Covenants. (a) Assignor hereby represents that it is fully authorized to enter into this Assignment.
(b) Assignor agrees to execute and deliver unto Assignee all such further documentation and instruments of any nature as may be necessary or desirable to fully effect and record the assignment and transfer of the rights and obligations under the Change of Control Agreement.
Assignor's Representations, Warranties and Covenants. 2.1 The Assignor represents, warrants, and covenants to the Assignee that:
(a) the Assignor has good right, full power and absolute authority to assign its interest in the Copyright to the Assignee;
(b) with the exception of this Agreement, no person other than the Assignor has any right, present or future, contingent or absolute, to purchase or acquire an interest in the Copyright or to require the Assignor to grant an option or right to purchase the Copyright; and
(c) the Assignor holds the legal title of the Copyright in trust for the Assignee.
Assignor's Representations, Warranties and Covenants. Assignor hereby represents and warrants as of the date of execution of this Agreement, that:
(a) Assignor is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware and has the full power, authority and legal right to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement. The members of Assignor and their respective ownership interests of Assignor are EMCC Servicing LLC (50%) and Computer Finance LLC (50%).
(b) Each of the respective parties hereto is solely liable and responsible for compensating any of its brokers and agents in connection with the transactions contemplated by this Agreement.
(c) Assuming the due authorization, execution and delivery of this Agreement by Assignee, this Agreement constitutes the legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject as to enforceability to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the sale of accounts receivable generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(d) The execution, delivery and performance by Assignor of this Agreement and the transactions contemplated hereby do not and will not violate, conflict with or result in a breach or default under its organizational documents, any federal or state law applicable to Assignor or any agreement to which Assignor is a party or by which Assignor or any of its property is bound, including but not limited to the Purchase Agreement.
(e) No authorization, approval, consent or other action by, and no notice to or filing with, any governmental authority or other person needs to or will be made or obtained by Assignor for the due execution, delivery or performance of this Agreement and the transactions contemplated hereby.
(f) Assignor and each other party to the Purchase Agreement are not in default of their obligations thereunder. Assignor has no knowledge or information regarding the Accounts, or the willingness or ability of YourBank or any Affiliate of YourBank to perform its respective obligations under the Purchase Agreement that would adversely affect the rights being assigned to Assignee by Assignor hereunder.
