Common use of Representations and Warranties Assignor Clause in Contracts

Representations and Warranties Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby, and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Parent, the Borrower, any of their Subsidiaries or Affiliates or any other person obligated in respect of any Loan Document or (iv) the performance or observance by Parent, the Borrower, any of their Subsidiaries or Affiliates or any other person of any of their respective obligations under any Loan Document.

Representations and Warranties Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby, and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of ParentHoldings, the Borrower, any of their Subsidiaries or Affiliates or any other person obligated in respect of any Loan Document or (iv) the performance or observance by ParentHoldings, the Borrower, any of their Subsidiaries or Affiliates or any other person of any of their respective obligations under any Loan Document.

Representations and Warranties Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Note Assignment and Acceptance Assumption Agreement and to consummate the transactions contemplated hereby, ; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Parent, the Borrower, Company or any of their its Subsidiaries or Affiliates or any other person Person obligated in respect of any Loan Document or (iv) the performance or observance by Parent, the Borrower, Company or any of their its Subsidiaries or Affiliates or any other person Person of any of their respective obligations under any Loan Document.

Representations and Warranties Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby, and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Parent, the BorrowerBorrowers, any of their Subsidiaries or Affiliates or any other person obligated in respect of any Loan Document or (iv) the performance or observance by Parent, the BorrowerBorrowers, any of their Subsidiaries or Affiliates or any other person of any of their respective obligations under any Loan Document.

Representations and Warranties Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Revenue Stream Assignment and Acceptance Assumption Agreement and to consummate the transactions contemplated hereby, ; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Parent, the Borrower, Company or any of their its Subsidiaries or Affiliates or any other person Person obligated in respect of any Loan Document or (iv) the performance or observance by Parent, the Borrower, Company or any of their its Subsidiaries or Affiliates or any other person Person of any of their respective obligations under any Loan Document.

Representations and Warranties Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby, ; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the “Loan Documents Documents”), or any collateral thereunder, (iii) the financial condition of Parent, the Borrower, any of their Subsidiaries or Affiliates or any other person Person obligated in respect of any Loan Document or (iv) the performance or observance by Parent, the Borrower, any of their Subsidiaries or Affiliates or any other person Person of any of their respective obligations under any Loan Document.

Representations and Warranties Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance Assumption Agreement and to consummate the transactions contemplated hereby, hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of ParentHoldings, the Borrower, Borrower or any of their Subsidiaries or Affiliates or any other person Person obligated in respect of any Loan Document or (iv) the performance or observance by ParentHoldings, the Borrower, Borrower or any of their its Subsidiaries or Affiliates or any other person Person of any of their respective obligations under any Loan Document.

Representations and Warranties Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby, ; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Documents Document or any other instrument or document delivered pursuant thereto (other than this Assignment and Acceptance), or any other collateral thereunder, (iii) the financial condition of Parent, the Borrower, any of their Subsidiaries or Affiliates subsidiary, or any other person obligated in respect of or any Loan Document or (iv) the performance or observance by Parent, the Borrower, any of their Subsidiaries its subsidiaries or Affiliates or any other person of any of their respective obligations under the Credit Agreement or any other Loan Document.

Representations and Warranties Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance Assumption Agreement and to consummate the transactions contemplated hereby, ; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Parent, the Borrower, Company or any of their its Subsidiaries or Affiliates or any other person Person obligated in respect of any Loan Document or (iv) the performance or observance by Parent, the Borrower, Company or any of their its Subsidiaries or Affiliates or any other person Person of any of their respective obligations under any Loan Document.

Representations and Warranties Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby, and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Parent, the Borrower, any of their its Subsidiaries or Affiliates or any other person obligated in respect of any Loan Document or (iv) the performance or observance by Parent, the Borrower, any of their its Subsidiaries or Affiliates or any other person of any of their respective obligations under any Loan Document.

Representations and Warranties Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance Assumption and to consummate the transactions contemplated hereby, ; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan DocumentFinancing Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents Financing Agreements or any collateral thereunder, (iii) the financial condition of Parent, the Borrower, any of their its Subsidiaries or Affiliates or any other person Person obligated in respect of any Loan Document Financing Agreement or (iv) the performance or observance by Parent, the Borrower, any of their its Subsidiaries or Affiliates or any other person Person of any of their respective obligations under any Loan DocumentFinancing Agreement.

Representations and Warranties Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance Assumption and to consummate the transactions contemplated hereby, and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Parent, the Borrower, any of their its Subsidiaries or Affiliates or any other person obligated in respect of any Loan Document or (iv) the performance or observance by Parent, the Borrower, any of their its Subsidiaries or Affiliates or any other person of any of their respective obligations under any Loan Document.

Representations and Warranties Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby, and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of ParentHoldings, the BorrowerBorrowers, any of their Subsidiaries or Affiliates or any other person obligated in respect of any Loan Document or (iv) the performance or observance by ParentHoldings, the BorrowerBorrowers, any of their Subsidiaries or Affiliates or any other person of any of their respective obligations under any Loan Document.

Representations and Warranties Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lienLien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby, and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Parent, the Borrower, any of their its Subsidiaries or Affiliates or any other person Person obligated in respect of any Loan Document or (iv) the performance or observance by Parent, the Borrower, any of their its Subsidiaries or Affiliates or any other person Person of any of their respective obligations under any Loan Document.