Representations and Warranties of Assignees. Each Assignee hereby represents and warrants to Assignor and the Company that:
(a) Such Assignee has been duly formed and is validly existing and in good standing under the Laws of the jurisdiction of its formation. Such Assignee has all requisite power and authority to execute and deliver this Assignment, and to perform its obligations hereunder and to consummate the transactions contemplated hereby and by the Investment Agreement. The execution and delivery by such Assignee of this Assignment and the consummation by such Assignee of the transactions contemplated hereby and by the Investment Agreement have been duly authorized by all necessary action and no other proceedings on the part of such Assignee are necessary to authorize the execution, delivery and performance by such Assignee of this Assignment or the consummation by such Assignee of the transactions contemplated hereby and by the Investment Agreement. This Assignment has been duly executed and delivered by such Assignee and, assuming due authorization, execution and delivery hereof by the other Assignee, Assignor and the Company, such Assignment constitutes a legal, valid and binding obligation of such Assignee, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(b) Such Assignee’s compliance with all of the provisions of this Assignment and the Investment Agreement and the consummation of the transactions contemplated hereby and by the Investment Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions of such Assignee’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such Assignee of it...
Representations and Warranties of Assignees. The representations and warranties of each Assignee contained in this Agreement and in each other Loan Document to which it is a party are true and correct in all material respects immediately upon the occurrence of, and as of, each Effective Date, except to the extent any such representation or warranty is stated expressly to be made only on or as of another prior date, in which case, such representation or warranty is true and correct in all material respects on and as of such earlier date.
Representations and Warranties of Assignees. Each Assignee represents and warrants to Assignor as follows:
Representations and Warranties of Assignees. Each Purchaser ------------------------------------------- acquiring Common Stock hereby represents and warrants that the Common Stock is being acquired for its own account for investment and not with a view to resale or distribution thereof.
Representations and Warranties of Assignees. Each Assignee (a) represents and warrants that it is legally authorized to enter into this Global Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.1 or delivered pursuant to Section 6.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Global Amendment; (c) agrees that it will, independently and without reliance upon LCPI, 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 the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.18(d) of the Credit Agreement.
Representations and Warranties of Assignees. Each Assignee severally and not jointly represents and warrants to Assignors, as of the date hereof, as follows:
Representations and Warranties of Assignees. Assignees hereby represent and warrant to Assignor, as of the date hereof, the following:
(i) Assignees have full power and capacity to enter into, execute and perform this Assignment Agreement, which Assignment Agreement, once executed by Assignees, shall be the valid and binding obligation of such party, enforceable against such party by any court of competent jurisdiction in accordance with its terms; and
(ii) Assignees are not bound by or subject to any contract, agreement, law, court order or judgment, administrative ruling, regulation or any other item which prohibits or restricts such party from entering into and performing this Assignment Agreement in accordance with its terms, or requiring the consent of any third party prior to the entry into or performance of this Assignment Agreement in accordance with its terms by such party.
Representations and Warranties of Assignees. Assignees hereby represent and warrant to Assignor that:
(a) it has all necessary authority to execute, deliver and perform its obligations under this Agreement, and it has taken all necessary action to approve and adopt this Agreement and authorize its execution, delivery and performance;
(b) this Agreement has been duly executed and delivered on behalf of each of the Assignees and this Agreement constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms;
(c) Assignees have all requisite power, authority and capacity to acquire and hold the interests which comprise the Assets.
Representations and Warranties of Assignees. Each of Multicanal and Cablevision hereby represents and warrants, as of the date hereof, each representation and warranty set forth in Sections 4.1 and 4.2 of the Purchase Agreement.
Representations and Warranties of Assignees. Each of the Assignees represents and warrants that (a) the execution, delivery and performance of this Assignment are within its power and authority and has been duly authorized by appropriate proceedings, and (b) this Assignment constitutes a legal, valid, and binding obligation of such Assignee enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity.
