No Reliance on Assignor. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition or statements of the Borrower, or the validity and enforceability of the Borrower’s obligations under the Credit Agreement or any Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrower.
No Reliance on Assignor. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition or statements of the Borrowers, or the validity and enforceability of the Borrowers’ obligations under the Credit Agreement or any Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrowers. 1 Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee, net of any portion of any upfront fee to be paid by the Assignor to the Assignee. It may be preferable in an appropriate case to specify these amounts generically or by formula rather than as a fixed sum.
No Reliance on Assignor. The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned hereby and that such interest is free and clear of any other adverse claim created by it. The Assignor makes no representation or warranty (other than that 1 Delete if consent is not required. 2 Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee, net of any portion of any upfront fee to be paid by the Assignor to the Assignee. It may be preferable in an appropriate case to specify these amounts generically or by formula rather than as a fixed sum. 3 Delete if consent is not required. 4 Delete if execution and delivery of a Note is not required. mentioned immediately above) in connection with, and shall have no responsibility with respect to, the solvency, financial condition or statements of the Borrower, or the validity and enforceability of the Borrower’s obligations under the Credit Agreement or any Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrower.
No Reliance on Assignor. The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned hereby and that such interest is free and clear of any other adverse claim created by it. The Assignor makes no representation or warranty (other than that mentioned immediately above) in connection with, and shall have no responsibility with respect to, the solvency, financial condition or statements of the Borrower, or the validity and enforceability of the Borrower’s obligations under the Credit Agreement or any Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrower.
No Reliance on Assignor. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition or statements of the Company, 4 Delete if consent is not required. 5 Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee, net of any portion of any upfront fee to be paid by the Assignor to the Assignee. It may be preferable in an appropriate case to specify these amounts generally or by formula rather than as a fixed sum. 6 Delete if consent is not required. or the validity and enforceability of the obligations under the Credit Agreement or any Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Company.
No Reliance on Assignor. Assignee acknowledges and agrees that it is a sophisticated lender and/or investor in real estate and commercial loans, including, without limitation, mortgage loans secured by real estate or mezzanine loans of the same type as the Loans, and, except for the representations, warranties and covenants of Assignor set forth herein, its decision to enter into this Agreement and to purchase Assignor's interest in the Loans is based upon its own independent evaluation of the terms, covenants, conditions and provisions of, respectively, the Loan Documents, the Co-Lender Agreements, the Intercreditor Agreement and such other matters, materials and market conditions and criteria which Assignee deems relevant, and Assignee will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrower, the Junior Mezzanine Borrower, any Guarantor and the principals of Borrower, the Junior Mezzanine Borrower and Guarantor. Assignee recognizes the special nature of the transaction that is the subject of this Agreement, understands and is freely taking all risks involved in connection with the transaction and acknowledges that the nature and risks are reflected in the purchase price of the Loans and in the terms and conditions pursuant to which Assignor is willing to purchase and Assignor is willing to sell the Assignor's interest in the Loans. Assignee further acknowledges that Assignee has not relied upon any statements, representations, warranties or covenants other than those specifically contained in this Agreement. Without limiting the foregoing, Assignee acknowledges that Assignor has made no representations or warranties in connection with, and shall have no responsibility with respect to, the Assigned Interests and/or the Premises other than those specifically contained in this Agreement (including, without limitation, the cash flow of the Premises, the value, marketability, condition or future performance thereof, the existence, status, adequacy or sufficiency of the leases, the tenancies or occupancies of the Premises, or the sufficiency of the cash flow of the Premises to pay all amounts which may become due from time to time pursuant to the Loan Documents, the solvency, financial condition or statements of the Borrower, the Junior Mezzanine Borrower, any Guarantor, the principals of Borrower, the Junior Mezzanine Borrower, any Guarantor or any other Person, or the validity and enforceability of the ...
No Reliance on Assignor. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition or statements of the Borrowers, or the validity and enforceability of the Borrowers’ obligations under the Credit Agreement or any Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for 8 Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee, net of any portion of any upfront fee to be paid by the Assignor to the Assignee. It may be preferable in an appropriate case to specify these amounts generically or by formula rather than as a fixed sum making its own independent appraisal of the business, affairs and financial condition of the Borrowers.
No Reliance on Assignor. The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned hereby and that such interest is free and clear of any other adverse claim created by it. The Assignor makes no representation or warranty (other than that mentioned immediately above) in connection with, and shall have no responsibility with respect to, the solvency, financial condition or statements of the Borrower, or the validity and enforceability of the Borrower's ----------
No Reliance on Assignor. Assignee acknowledges and agrees that it is a sophisticated lender and/or investor in real estate and commercial loans, including, without limitation, mortgage loans secured by real estate or mezzanine loans of the same type as the Loans, and, except for the representations, warranties and covenants of Assignor set forth herein, its decision to enter into this Agreement and to purchase Assignor's interest in the Loans is based upon its own independent evaluation of the terms, covenants, conditions and provisions of, respectively, the Loan Documents, the Co-Lender Agreements, the Intercreditor Agreement and such other matters, materials and market conditions and criteria which Assignee deems relevant, and Assignee will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrower, the Junior Mezzanine Borrower, any Guarantor and the principals of Borrower, the Junior Mezzanine Borrower and Guarantor. Assignee recognizes the special nature of the transaction that is the subject of this Agreement, understands and is freely taking all risks involved in connection with the transaction and acknowledges that the nature and risks are reflected in the purchase price of the Loans and in the terms and conditions pursuant to which Assignor is willing to purchase and Assignor is willing to sell the Assignor's interest in the Loans. Assignee further acknowledges that Assignee has not relied upon any statements, representations, warranties or covenants other than those specifically contained in this Agreement. Without limiting the foregoing, Assignee acknowledges that Assignor has made no representations or warranties in connection with, and shall have no responsibility with respect to, the Assigned Interests and/or the Premises other than those specifically contained in this Agreement (including, without limitation, the cash flow of the Premises, the value, marketability, condition or future performance thereof, the existence, status, adequacy or sufficiency of the leases, the tenancies or occupancies of the Premises, or the sufficiency of the cash flow of the Premises to pay all amounts which may become due from time to time pursuant to the Loan Documents, the solvency, financial condition or statements of the Borrower, the Junior Mezzanine Borrower, any Guarantor, the principals of Borrower, the Junior Mezzanine Borrower, any Guarantor or any other Person, or the validity and enforceability of the ...
