Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and Assumption, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; (b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 and Section 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Mack Cali Realty Corp), Revolving Credit Agreement (Mack Cali Realty Corp), Revolving Credit Agreement (Mack Cali Realty L P)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage; (b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section §§5.4 and 6.4 and Section 7.4 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AssumptionAcceptance; (d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and (i) such assignee acknowledges that it has made satisfactory arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Staples Inc), Revolving Credit Agreement (Staples Inc)
Certain Representations and Warranties; Limitations; Covenants. By -------------------------------------------------------------- executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 (S)5.4 and Section 7.4 (S)6.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; and
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 2 contracts
Samples: Revolving Credit Agreement (New England Business Service Inc), Revolving Credit Agreement (New England Business Service Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 (S)8.4 and Section 7.4 (S)9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share --- ---- share, if any, of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Petro Stopping Centers Holdings Lp), Revolving Credit and Term Loan Agreement (Petro Stopping Centers L P)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder such Assignment and Acceptance confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers and its affiliates, related entities or any of its Subsidiaries or any Guarantor subsidiaries or any other Person person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor Borrowers or any other Person person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 and Section 7.4 and provided by the Borrowers as required by the terms of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; and
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 2 contracts
Samples: Warehousing Credit and Security Agreement (Centerline Holding Co), Warehousing Credit and Security Agreement (Centerline Holding Co)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of Company and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of Company and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.7.4 and Section 7.4 ss.8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Holmes Products Corp), Revolving Credit and Term Loan Agreement (Holmes Products Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.8.4 and Section 7.4 ss.9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance or Instrument of Accession; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Samples: Credit Agreement (HPSC Inc), Credit Agreement (HPSC Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.8.4 and Section 7.4 ss.9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Marcam Corp), Revolving Credit and Term Loan Agreement (Western Digital Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest,
(b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any Guarantor Borrowers or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor Borrowers or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.7.4 and Section 7.4 ss.8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; ;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) if applicable, such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Nationsrent Inc), Revolving Credit and Term Loan Agreement (Nationsrent Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 and Section 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Stride Rite Corp), Multicurrency Revolving Credit Agreement (Rogers Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and Assumption, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage; (b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 §§4.4 and Section 7.4 5.4 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; and (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Samples: Credit Agreement (Staples Inc), Credit Agreement (Staples Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage; (b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 5.4 and Section 7.4 6.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AssumptionAcceptance; (d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; and (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Samples: Revolving Credit Agreement (Allbritton Communications Co)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.6.4 and Section 7.4 ss.7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; and
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Samples: Revolving Credit Agreement (Connectivity Technologies Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.10.4 and Section 7.4 ss.11.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent Agents or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agents and the Collateral Agent to take such action as agent agents on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agents and the Collateral Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and Acceptance;
(i) if applicable, such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit;
(j) such assignee represents and warrants that as of the date of such Assignment and Acceptance, it is not entitled to any additional amounts payable under ss.ss.8.16 or 8.17 of this Credit Agreement and as of such date no Tax would be imposed upon any amounts payable to such assignee hereunder; and
(k) such assignee agrees to be bound by the provisions of ss.31 hereof.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Gold Consignment Agreement (Commemorative Brands Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of Company and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of Company and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 section 8.8 and Section 7.4 section 9.5 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(gf) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; Bank;
(hg) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(ih) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of CML, the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by CML, the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations 84 under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.8.4 and Section 7.4 ss.9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.Acceptance;
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and Assumption, Acceptance the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 §8.4 and Section 7.4 §9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance (or, if applicable, L/C Assignment), the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank (or Issuing Bank) makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage; (b) the assigning Lender Bank (or Issuing Bank) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Parent, any of the Borrowers, any of the Guarantors or any of its the Parent's other Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or Parent, any of its the Borrowers, any of the Guarantors and the Parent's other Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 SECTION 7.4 and Section 7.4 SECTION 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AssumptionAcceptance (or, if applicable, L/C Assignment); (d) such assignee will, independently and without reliance upon the assigning LenderBank (or Issuing Bank), the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (e) such assignee represents and warrants that it is an Eligible Assigneea bank or institution; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a LenderBank (or Issuing Bank); (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees Fees, if any, in respect of outstanding Letters of CreditCredit and with respect to its pro rata share of Commitment Fees.
Appears in 1 contract
Samples: Revolving Credit Agreement (Trico Marine Services Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: parties
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage; (b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.6.4 and Section 7.4 ss.7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AssumptionAcceptance; (d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; and (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.6.4 and Section 7.4 ss.7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; and
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 7.4 and Section 7.4 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (American Restaurant Group Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; , (b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Guarantors, the Borrower or any of and its other Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 and Section 7.4 (S)9.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AssumptionAcceptance; (d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.;
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (CMG Information Services Inc)
Certain Representations and Warranties; Limitations; Covenants. By -------------------------------------------------------------- executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 (S)8.4 and Section 7.4 (S)9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.;
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Mapics Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.8.4 and Section 7.4 ss.9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and ;
(i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.. 84 -77-
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Century Aluminum Co)
Certain Representations and Warranties; Limitations; Covenants. By -------------------------------------------------------------- executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; thereto ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 (S)8.4 and Section 7.4 (S)9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro --- rata share of Letter of Credit Fees in respect of outstanding Letters of ---- Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Mapics Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender or Holder makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Notes, the other Loan Documents or any other instrument or document furnished pursuant hereto; ,
(b) the assigning Lender or Holder makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of Company and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or Company and any of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement Agreement, the Notes or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 8.4 and Section 7.4 9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderLender or Holder, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(gf) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a LenderLender or Holder; and
(hg) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Samples: Senior Subordinated Note Purchase Agreement (Transtechnology Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder such Assignment and Acceptance confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Affiliates, related entities or Subsidiaries or any Guarantor or any other Person person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor or any other Person person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 and Section 7.4 and provided by the Borrower as required by the terms of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; and
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Samples: Mortgage Warehousing Credit and Security Agreement (Ares Commercial Real Estate Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 9.4 and Section 7.4 10.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; ;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Russell-Stanley Holdings Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(ai) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(bii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers and its affiliates, related entities or any of its Subsidiaries or any Guarantor subsidiaries or any other Person person primarily or secondarily liable in respect of any of the ObligationsLiabilities, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor Borrowers or any other Person person primarily or secondarily liable in respect of any of the Obligations of Liabilities or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(ciii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 and Section 7.4 and statement provided by the Borrowers as required by the terms of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(div) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; ;
(ev) such assignee represents and warrants that (to the extent required herein) it is an Eligible Assignee; ;
(fvi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(gvii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; and
(hviii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section §6.4 and Section §7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; Assignee and that, on the effective date of such Assignment and Acceptance, the circumstances described in §§4.5, 4.6 and 4.7 hereto are not applicable to such assignee;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; ;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements complied with the assigning Lender satisfactory provisions of §4.2.3 to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Creditthe extent applicable.
Appears in 1 contract
Samples: Revolving Credit Agreement (Safety Insurance Group Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage; (b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.8.5 and Section 7.4 ss.11.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AssumptionAcceptance; (d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent Agents or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent Agents to take such action as agent Agents on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent Agents by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a LenderBank; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee the assigning Bank with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 (S)7.4 and Section 7.4 (S)8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; Assignee and that, on the effective date of such Assignment and Acceptance, the circumstances described in (S)(S)5.7 and 5.8 hereof are not applicable to such assignee;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage; (b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 8.5 and Section 7.4 11.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AssumptionAcceptance; (d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent Agents or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent Agents to take such action as agent Agents on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent Agents by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a LenderBank; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee the assigning Bank with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of Borrower, the Guarantors and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of Borrower, the Guarantors and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 and Section 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; ;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.;
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Dynatech Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor Borrowers or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; 110
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 7.4 and Section 7.4 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; ;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 7.4 and Section 7.4 10.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent Agents or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent Agents to take such action as agent agents on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent Agents by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) if applicable, such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Samples: Revolving Credit and Gold Consignment Agreement (Whitehall Jewellers Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.7.4 and Section 7.4 ss.8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest,
(b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any Guarantor Borrowers or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor Borrowers or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.7.4 and Section 7.4 ss.8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.;
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Nationsrent Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.8.4 and Section 7.4 ss.9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent Agents or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent Agents to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent Agents by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; and
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss 7.4 and Section 7.4 ss 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By ------- --------------- --- ----------- ------------ --------- executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any Guarantor Borrowers or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor Borrowers or any other Person primarily or secondarily liable in respect of any of the Obligations of or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 and Section 7.4 (S)7.4 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent Agents or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms hereof or thereof, ; together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; ;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit, accrued interest, and Commitment Fees.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (United States Filter Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest,
(b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any Guarantor Borrowers or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor Borrowers or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 SECTION 7.4 and Section 7.4 SECTION 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; ;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) if applicable, such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Nationsrent Inc)
Certain Representations and Warranties; Limitations; Covenants. By -------------------------------------------------------------- executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; ,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Guarantors, the Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 and Section 7.4 (S)9.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro --- rata share of the Letter of Credit Fees in respect of any outstanding Letters ---- Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (CMG Information Services Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of Parent and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of Parent and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.8.4 and Section 7.4 ss.9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and Acceptance;
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit.; and
Appears in 1 contract
Samples: Revolving Credit Agreement (Sensormatic Electronics Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.7.4 and Section 7.4 ss.8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; ;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage, (b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 7.4 and Section 7.4 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AssumptionAcceptance; (d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (Rollins Truck Leasing Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and Assumptionacceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage; (b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 4.4 and Section 7.4 5.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AssumptionAcceptance; (d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (Telephone & Data Systems Inc /De/)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.9.4 and Section 7.4 ss.10.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Genrad Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(ai) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(bii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower and its affiliates, related entities or any of its Subsidiaries or any Guarantor subsidiaries or any other Person person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor or any other Person person primarily or secondarily liable in respect of any of the Obligations of or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(ciii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 and Section 7.4 and statement provided by the Borrower as required by the terms of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(div) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; ;
(ev) such assignee represents and warrants that it is an Eligible Assignee; Assignee if required hereunder;
(fvi) such assignee appoints and authorizes the Administrative Agent to take such action as agent Administrative Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(gvii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; and
(hviii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 (S)8.4 and Section 7.4 (S)9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share share, if any, of Letter of Credit Fees in respect of --- ---- outstanding Letters of Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Petro Stopping Centers L P)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the 62 -56- parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest;
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.6.4 and Section 7.4 ss.7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; and
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Samples: Revolving Credit Agreement (Outsource International Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage; (b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 4.4 and Section 7.4 5.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AssumptionAcceptance; (d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; and (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Samples: Revolving Credit Agreement (United States Cellular Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 (S)8.4 and Section 7.4 (S)9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding --- ---- Letters of Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Mapics Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to Borrower, the assignment thereunder Banks (including the assignee Bank) and the Agent confirm to and agree with each other as to the following paragraphs (c), (e), (f), (g), (h) and (i) hereof and the Banks (including the assignee Bank) and the Agent confirm to and agree with each other parties hereto as follows: to the following paragraphs (a), (b) and (d); :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Restricted Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Restricted Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.7.4 and Section 7.4 ss.8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in --- ---- respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and Assumption, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; (b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.6.4 and Section 7.4 ss.7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage; (b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 sect.5.4 and Section 7.4 sect.6.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AssumptionAcceptance; (d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; and (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Samples: Revolving Credit Agreement (New England Business Service Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage; (b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this AgreementCredit Agreement and each of the other Loan Documents, together with copies of the most recent financial statements referred to in Section 6.4 6.3 and Section 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AssumptionAcceptance; (d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent Agents or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative each Agent to take such action as agent Agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent Agents by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; and (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and Acceptance.
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section §6.4 and Section §7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderXxxxxx, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; Assignee and that, on the effective date of such Assignment and Acceptance, the circumstances described in §§4.5, 4.6 and 4.7 hereto are not applicable to such assignee;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; ;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements complied with the assigning Lender satisfactory provisions of §4.2.3 to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Creditthe extent applicable.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of Company and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of Company and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 5.6 and Section 7.4 6.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Picturetel Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Borrowers and their Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 7(e) and Section 7.4 9.1(a) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditCredit and German Risk Participation Fees in respect of German Outstandings.
Appears in 1 contract
Samples: Loan Agreement (Metallurg Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest;
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.ss.6.5 and Section 7.4 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; and
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Samples: Revolving Credit Agreement (Freedom Securities Corp /De/)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 7.4 and Section 7.4 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; and
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Trailer Bridge Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section Section 5.4 and 6.4 and Section 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a LenderBank; and
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section §6.4 and Section §7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Rogers Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and Assumption, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section §6.4 and Section §7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; ;
(d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(gf) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; ;
(hg) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and ;
(ih) such assignee acknowledges that it has made arrangements complied with the assigning Lender satisfactory provisions of §4.1.3 to the extent applicable; and
(i) such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Creditrepresents and warrants that it is an Eligible Assignee.
Appears in 1 contract
Samples: Senior Unsecured Credit Agreement (Barnes Group Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(ai) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(bii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor subsidiaries or any other Person person or entity primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries other person or any Guarantor or any other Person entity primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(ciii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 and Section 7.4 and provided by the Borrower as required by the terms of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(div) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; ;
(ev) such assignee represents and warrants that it is an Eligible Assignee; ;
(fvi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(gvii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; and
(hviii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Samples: Revolving Credit Agreement (TNP Strategic Retail Trust, Inc.)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage; (b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 Sections 8.4 and Section 7.4 9.4 above and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AssumptionAcceptance; (d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement and other Loan Documents are required to be performed by it as a LenderBank; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; ;
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or Borrower, any of its Subsidiaries or any Guarantor the other Transaction Parties or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or Borrower, any of its Subsidiaries or any Guarantor the other Transaction Parties or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 7.4 and Section 7.4 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata PRO RATA share of Letter of Credit Fees in respect of outstanding Outstanding Letters of Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (Charlotte Russe Holding Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any Guarantor Borrowers or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor Borrowers or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.6.4 and Section 7.4 ss.7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and Assumption, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage (if any);
(b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 and Section 7.4 and provided by the Borrower as required by the terms of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; ;
(d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; ;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and and
(i) such assignee acknowledges represents and warrants that it has made arrangements with such assignment will not cause a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditCode.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of Obligor and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of Obligor and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.8.4 and Section 7.4 ss.9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Morgan Group Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(ai) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(bii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower and its affiliates, related entities or any of its Subsidiaries or any Guarantor subsidiaries or any other Person person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor or any other Person person primarily or secondarily liable in respect of any of the Obligations of or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(ciii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 and Section 7.4 and statement provided by the Borrower as required by the terms of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(div) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; ;
(ev) such assignee represents and warrants that it is an Eligible Assignee; Assignee if required hereunder;
(fvi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(gvii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; and
(hviii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 5.4 and Section 7.4 6.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; and
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Samples: Revolving Credit Agreement (New England Business Service Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(ai) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Participant makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Letter of Credit, the other Loan Credit Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage;
(bii) the assigning Lender Participant makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Account Party and its affiliates, related entities or any of its Subsidiaries or any Guarantor subsidiaries or any other Person person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor Account Party or any other Person person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Credit Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(ciii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 6.4 and Section 7.4 and provided by the Account Party as required by the terms of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(div) such assignee will, independently and without reliance upon the assigning LenderParticipant, the Administrative Agent or any other Lender Participant and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; ;
(ev) such assignee represents and warrants that it is an Eligible Assignee; ;
(fvi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Credit Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(gvii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a LenderParticipant; and
(hviii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of CreditAcceptance.
Appears in 1 contract
Samples: Reimbursement Agreement (Charter Municipal Mortgage Acceptance Co)
Certain Representations and Warranties; Limitations; Covenants. By ------- --------------- --- ----------- ------------ --------- executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 (S)8.4 and Section 7.4 (S)9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata --- ---- share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Samples: Revolving Credit and Acquisition Loan Agreement (Jackson Products Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: :
(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of Company and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of Company and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; ;
(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 ss.7.4 and Section 7.4 ss.8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; Acceptance;
(d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; ;
(e) such assignee represents and warrants that it is an Eligible Assignee; ;
(f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; ;
(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Lender; Bank;
(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees and the Additional LC Compensation in respect of outstanding Letters of Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Holmes Group Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and AssumptionAcceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender Bank makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage; (b) the assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of and its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of or any of their other obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 7.4 and Section 7.4 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AssumptionAcceptance; (d) such assignee will, independently and without reliance upon the assigning LenderBank, the Administrative Agent or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a LenderBank; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and AssumptionAcceptance; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
