Common use of Assignor's Representations, Warranties and Covenants Clause in Contracts

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) unless Lender or New Owner has approved such amendment in writing. (v) Assignor will not terminate any Material Contract without Lender’s written consent. (vi) Assignor has obtained and attached to this Assignment a ratification of this Assignment signed by each Provider of services under a Material Contract in the form attached to this Assignment as Exhibit A (each a “Provider Ratification”).

Assignor's Representations, Warranties and Covenants. Assignor hereby represents and warrants to and covenants with Assignee: (a) Assignor represents that Assignor's Rights and warrants with respect Powers, as and when assigned and transferred to each Assignee hereunder, are free of any Liens, other than the Material Contracts Liens granted by the Project Documents to Tudesco and AMJV; (b) that each of the following Project Documents assigned hereunder, in whole or in part, is true: (i) The Material Contract was duly executed in full force and effect with respect to Assignor; there are no breaches by Assignor or events of default thereunder; there are no amendments, modifications or supplements thereto; and, assuming the due authorization, execution and delivery thereof by each other party thereto, each is validly existing the legal, valid and binding obligation of assignor enforceable in accordance with its terms terms; (except c) that Assignor has not sold, assigned, pledged or otherwise hypothecated (subject to the extent exception contained in paragraph (a) above), and will not sell, assign, pledge or otherwise hypothecate, the whole or any part of Assignor's Rights and Powers, other than pursuant to this Agreement with Assignee and pursuant to the assignments to Agent contained in the Loan Instruments (it being understood and agreed that enforcement may be limited by all of the effect of bankruptcy, receivership, insolvency, reorganization, moratorium same are being pledged or hypothecated concurrently herewith pursuant to the Loan Instruments and other similar laws affecting that the rights Tudesco and remedies of creditors generallyAMJV Liens are being transferred to Agent concurrently herewith). (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) unless Lender or New Owner has approved such amendment in writing. (v) Assignor will not terminate any Material Contract without Lender’s written consent. (vi) Assignor has obtained and attached to this Assignment a ratification of this Assignment signed by each Provider of services under a Material Contract in the form attached to this Assignment as Exhibit A (each a “Provider Ratification”).

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 trueand, as applicable, covenants as follows: (i) The Material Contract was duly executed a. Neither the execution, delivery, nor performance of this Agreement will conflict with or violate the governing corporate documents of Assignor or conflicts with or violates any other agreement, license, contract, instrument, or other commitment or arrangement to which Assignor is bound. b. Assignor will cooperate with Assignee and deliver to Assignee all information that is validly existing and enforceable in accordance with its terms (except reasonably related to the extent that enforcement may be Claims, including, but not limited by to, all Claims Data and Claims Documents, to enable Assignee to seek recovery on the effect of bankruptcyClaims, 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 defenseconfidentiality requirements with which Assignor is obligated to comply. c. Assignor has no actual knowledge of any nonpublic lawsuit, claimjudicial or administrative action, setoffsuit, lieninvestigation, 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 proceeding of any obligations under kind that is pending or threatened, in any court or before any governmental or regulatory authority that would (a) prevent the Material Contract and Assignor will continue to be liable for all obligations under carrying out of 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 ContractClaims, 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 declare this Agreement or the following covenants with respect to each assignment of the Material Contracts:Claims to be unlawful, (c) cause the rescission of this Agreement, or (d) have a material adverse effect upon this Agreement or the Claims. (i) d. Assignor will hold Lender and Lender’s stockholdershas either made payment on, directorsor has assumed full risk, officers, agentsobligation, and employees harmless responsibility for the payment of, the prescription drug payments for and on behalf of the enrollee Members that are the subject of the Claims and has not received full or partial reimbursement for said payments from and against any loss, cost (including fees and disbursements of source unless otherwise disclosed in writing to Assignee by Assignor. e. Assignor’s network providers do not have any legal counsel), interest in or other expenses, damages, or liability arising under or legal claim to any recoveries with respect to the Material Contract or Claims under their network contracts with Assignor’s performance under (or breach of) the Material Contract. f. Assignor has provided Assignee with all contracts and agreements it has in effect with any and all subrogation and cost recovery vendors along with a complete and comprehensive list and report of all subrogation claims and recoveries that (i) are currently being pursued by or on behalf of Assignor, (ii) Lender will have are otherwise excluded from the right at any time (but will have no obligation) to takeClaims, 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 affect the value, rights, or recoverability of its obligations under the Material ContractClaims. (iv) No amendment of any Material Contract will be valid as against Lender or New Owner (as defined in Section 4 below) unless Lender or New Owner has approved such amendment in writing. (v) Assignor will not terminate any Material Contract without Lender’s written consent. (vi) Assignor has obtained g. Any and attached all Claims Data transferred and all Claims and rights assigned pursuant to this Assignment a ratification of this Assignment signed by each Provider of services under a Material Contract in the form attached Agreement arise from Claims and claims recovery and reimbursement rights arising from payments made for prescription drugs provided to this Assignment as Exhibit A (each a “Provider Ratification”)Assignor’s Members.

Assignor's Representations, Warranties and Covenants. Assignor hereby represents and warrants to, and covenants with, Assignee that: (a) Assignor represents Assignor's Rights and warrants Powers, as and when assigned and transferred to Assignee hereunder, are free of any liens, other than those arising under the Loan Instruments; (b) the Project Authorizations and the Project Documents, to the extent relating to the Project, as and when assigned and transferred to Assignee hereunder, will be in full force and effect with respect to each Assignee and Assignor is not in breach or default of such Project Authorizations and Project Documents; (c) except for the modification of the Material Contracts that each Navy Contract providing for the construction, ownership, operation, utilization and maintenance of the following is true: Transmission Line, there are no amendments, modifications or supplements to the Project Documents, the Project Area Rights or the Project Authorizations other than those set forth herein; (id) The Material Contract was the Project Documents are the legal, valid and binding obligation of Assignor; (e) Assignor will take no action which would result in the termination of the Project Authorizations or the Project Documents; (f) Assignor has not sold, assigned, pledged or otherwise hypothecated and will not sell, assign, pledge or otherwise hypothecate, the whole or any part of Assignor's Rights and Powers, other than pursuant to this Agreement or pursuant to the Loan Instruments; (g) this Agreement has been duly authorized and executed by Assignor and, assuming the due authorization and is validly existing consent by the Navy, constitutes the legal, valid, binding and enforceable obligation of Assignor in accordance with its terms terms; and (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). (iih) 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, Agreement by Assignor does not violate any law or any contract with any other party and no other governmental authorization other than the parties to the Material Contract are accurately listed on Exhibit C; a complete and accurate copy consent of the Material Contract Navy is attached to this Assignment as part of Exhibit D; and required for 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) unless Lender or New Owner has approved such amendment in writing. (v) Assignor will not terminate any Material Contract without Lender’s written consent. (vi) Assignor has obtained and attached to this Assignment a ratification effectiveness of this Assignment signed by each Provider of services under a Material Contract in the form attached to this Assignment as Exhibit A (each a “Provider Ratification”)Agreement.