Further Representations, Warranties and Covenants. Assignor Lender and each Assignee Lender further represent and warrant to and covenant with each other, Agent and Lenders as follows:
(a) Other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, Assignor Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the other Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or the other Credit Documents furnished or any collateral or any security interest therein.
(b) Assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or any of their obligations under the Credit Agreement or any other Credit Documents.
(c) Each Assignee Lender confirms that it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement.
(d) Each Assignee Lender will, independently and without reliance upon Agent, Assignor Lender or any other Lender and based 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 the Credit Agreement and the other Credit Documents.
(e) Each Assignee Lender appoints and authorizes Agent to take such action as Agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as Agent is authorized to exercise by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Section VII of the Credit Agreement.
(f) Each Assignee Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.
(g) Attachment 1 hereto sets forth administrative information with respect to each Assignee Lender.
Further Representations, Warranties and Covenants. 68.1 In addition to, and without prejudice, to any other representations, warranties and covenants set forth in this Agreement, you hereby further represent, warrant, covenant and agree: (a) that all sums, investments or other assets supplied by you for any purpose, subject to these Terms, shall at all times be free from any charge, lien, pledge or encumbrance and shall be beneficially owned by you and, in particular, without prejudice to the generality of the foregoing, that, except as otherwise agreed by us, you are the sole beneficial owner of all Margin you transfer under this Agreement; (b) that you act as Principal and sole beneficial owner (but not as trustee) in entering into this Agreement and each Transaction performed hereunder and that no Person other than you has or will have an interest in your Account(s); (c) that, regardless of any subsequent determination to the contrary, trading in leveraged Financial Instruments on the Over-the-Counter Market (and in such other investments as we may from time to time agree) is suitable for you and that you are aware of all risks involved with such Transactions; and (d) that you are willing and financially able to sustain a total loss of funds resulting from Transactions performed hereunder.
68.2 By using our Online Trading Facility, you represent, warrant, covenant and declare that all the funds that you use and invest on our Services do not originate in any way from drug trafficking, abduction, terrorist activity or any other criminal activity that is unlawful or could be considered unlawful by any authority. In the event that we may become suspicious that you may be engaging in or have engaged in such fraudulent, unlawful or improper activity, including, without limitation, money laundering activities, or conduct otherwise in violation of these Terms, your access to our Online Trading Facility may be terminated immediately and/or your Account blocked. If your Account is terminated or blocked in such circumstances, we are under no obligation to refund any funds that may be in your account, unless otherwise instructed by a relevant regulatory authority. In addition to terminating your access to our Online Trading Facility and/or blocking your Account, we reserve the right to prevent you from accessing any of our other websites or servers, or accessing any other services offered by us. We shall be entitled to inform the relevant authorities, other online service providers and banks, credit card companies,...
Further Representations, Warranties and Covenants. 7.1 Grantee further represents and warrants that:
(A) All information, data or reports heretofore or hereafter provided to City is, shall be, and shall remain complete and accurate as of the date shown on the information, data, or report, and that since said date shown, shall not have undergone any significant change without written notice to City.
(B) It is financially stable and capable of fulfilling its obligations under this Agreement and that Grantee shall provide City immediate written notice of any adverse material change in the financial condition of Grantee that may materially and adversely affect its obligations hereunder.
(C) No litigation or proceedings are presently pending or to Xxxxxxx’s knowledge, threatened against Xxxxxxx.
(D) None of the provisions contained herein contravene or in any way conflict with the authority under which Xxxxxxx is doing business or with the provisions of any existing indenture or agreement of Grantee.
7.2 Grantee covenants and agrees that Grantee is an independent contractor and not an officer, agent, servant or employee of City; that Grantee shall have exclusive control of, and exclusive right to control, the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and consultants; that the doctrine of respondeat superior shall not apply as between City and Grantee, its officers, agents, employees, contractors, subcontractors and consultants; and nothing herein shall be construed as creating the relationship of employer-employee, principal-agent, partners or joint ventures or any other similar such relationship between the Parties hereto. The parties hereto understand and agree that the City shall not be liable for any claims which may be asserted by any third party occurring in connection with the services to be performed by the Grantee under this Agreement and that the Grantee has no authority to bind the City.
Further Representations, Warranties and Covenants. 8.01 Partner further represents and warrants that:
A. All information, data or reports heretofore or hereafter provided to City is and shall be complete and accurate as of the date shown on the information, data, or report. Partner shall notify City in the event of any material change affecting the information, data or reports heretofore or hereafter provided to City.
B. It is financially stable and capable of fulfilling its obligations under this Agreement. Partner shall provide City immediate written notice of any adverse material change in the financial condition of Partner that may materially and adversely effect its obligations hereunder. C No litigation or proceedings are presently pending or, to Partner’s knowledge, threatened against Partner.
D. No provision contained herein contravenes or in any way conflicts with the authority under which Partner is doing business or with the provisions of any existing indenture or agreement of Partner.
Further Representations, Warranties and Covenants. Assignor Participant and each Assignee Participant further represent and warrant to and covenant with each other, Lessor, Agent and the other Participants as follows:
Further Representations, Warranties and Covenants. Assignor further represents and warrants to and covenants with Assignee as follows:
(a) Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any lien, encumbrance, security interest or adverse claim, and has the power and authority to transfer such interest pursuant to this Assignment Agreement.
(b) Assignor has not made to Assignee any untrue statement of a material fact about Borrower, or omitted to state a material fact about Borrower, necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
Further Representations, Warranties and Covenants. Notwithstanding, and without partiality, to some other portrayals, guarantees and pledges set out in this Agreement, you thus further speak to, warrant, agreement and concur: (a) that you go about as Principal and sole gainful proprietor (yet not as trustee) in going into this Agreement and every Transaction or potentially Contract performed hereunder and that no Person other than you has or will have an enthusiasm for your Account(s); (b) that, paying little heed to any ensuing assurance despite what might be expected, exchanging utilized Financial Instruments on the Over-the-Counter Market (and in such different speculations as we may now and again concur) is reasonable for you and that you know about all dangers associated with such Transactions as well as Contracts; and (c) that you are willing and monetarily ready to continue an absolute loss of assets coming about because of Transactions and additionally Contracts performed hereunder.
Further Representations, Warranties and Covenants. Assignor Lender and each Assignee Lender further represent and warrant to and covenant with each other, Agent and Lenders as follows:
(a) Other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, Assignor Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the other Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or the other Credit Documents furnished or the Collateral or any security interest therein.
Further Representations, Warranties and Covenants. Assignor Bank and each Assignee Bank further represent and warrant to and covenant with each other, Agent and the Banks as follows:
Further Representations, Warranties and Covenants. Assignor Lender and Assignee Lender further represent and warrant to and covenant with each other, the Administrative Agent and the Lenders as follows:
(a) Assignor Lender is the legal and beneficial owner of the Assigned Interest free and clear of any adverse claim.
(b) Attachment 1 hereto sets forth administrative information with respect to Assignee Lender.
