Representations and Warranties of Assignors. Each Assignor (i) represents and warrants that (A) it is the legal and beneficial owner of the interests that it is assigning under clause (a) above, (B) such interests are free and clear of any lien, encumbrance or other adverse claim and (C) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby; and (ii) assumes no responsibility with respect to (A) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (B) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (C) the financial condition of the Borrower, its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (D) the performance or observance by the Borrower, its Subsidiaries or Affiliates or any other Person of any of its obligations under any Loan Document.
Representations and Warranties of Assignors. Assignors hereby represent and warrant that (i) they are the legal and direct holders of the Registration Rights, (ii) they have not assigned or purported to assign any right with respect thereto to any person or entity, and (iii) no other person or entity has any right, title or interest in or to the Registration Rights.
Representations and Warranties of Assignors. Assignor hereby represents and warrants to Assignee that as of the date hereof: Assignor is the sole owner and holder of the Note and is a party to or the beneficiary of the Security Documents, all of which are, to Assignor's knowledge, in full force and effect. To Assignor's knowledge, none of the provisions of the Note or any of the Security Documents have been amended, modified, extended, waived, released or renewed. Assignor has not previously sold, transferred or assigned any of its right, title or interest in the Note or Security Documents to any other person or entity. The unpaid principal balance of the Note as of May 31, 2002 is $9,995,456 and accrued and unpaid interest thereon as of such date is approximately $65,000. To the knowledge of Assignor, the Company has no defenses to, or rights of offset against its obligations under, the Notes or the Security Documents. Assignor has taken all requisite corporate or other action to authorize Assignor to execute and deliver this Agreement and to permit it make the Assignment as contemplated hereby. This Agreement has been duly executed by Assignor and constitutes the valid, binding and enforceable obligation of Assignor, except as may be limited by applicable bankruptcy, insolvency, or other laws of general application relating to the enforcement of creditor's rights. No authorization, approval or consent of, or notice to, any person under the provisions of the organizational documents of Assignor, or under any other relevant agreements, documents or instruments of Assignor, or under applicable law that has not been obtained or given is required to be obtained or given as of the date hereof with respect to the execution and delivery by Assignor of this Agreement, the consummation by Assignor of any transaction contemplated hereby or the performance and discharge by Assignor of its obligations hereunder. Assignor is acquiring the Shares for its own account and for investment purposes only; provided, however, nothing contained herein shall limit or prohibit Assignor from making a pro rata distribution of such Shares to its shareholders. Assignor is not acquiring the Shares with a view to dividing its participation with others or with a view to or in connection with any offering or distribution in violation of Section 5 of the Securities Act of 1933, as amended (the "Act"), or any other applicable federal or state securities laws; provided, however, nothing contained herein shall limit or prohibit Assigno...
Representations and Warranties of Assignors. The representations and warranties of each Assignor 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 prior to 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 Assignors. Each Assignor, severally and not jointly, represents and warrants that:
(a) Prior to the effectiveness of the transactions contemplated by this Agreement, each Assignor is the owner of the Interests set forth opposite its name on Exhibit A hereto, and such Interests constitute all of the issued and outstanding equity interests of the Company.
(b) All of the Interests are owned of record and beneficially by each Assignor free and clear of any Lien, and upon effectiveness of the transactions contemplated by this Agreement, the Assignee will own all of the Interests, free and clear of all Liens.
(c) The Company owns of record and beneficially 100% of the general partnership interests in the OP free and clear of all Liens.
(d) All of the Interests have been duly authorized and are validly issued, fully paid and non-assessable. All of the Interests were issued in compliance with all applicable Laws. None of the Interests were issued in violation of any of the Company’s Charter Documents or in violation of any other agreement, arrangement or commitment to which any Assignor or the Company is or was a party or is or was subject to or in violation of any preemptive or similar rights of any Person. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the equity of the Company or obligating any Assignor or the Company to issue or sell any equity of, or any other interest in, the Company. The Company does not have outstanding or authorized any equity appreciation, phantom equity, profit participation or similar rights. There are no voting trusts, equityholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Interests.
(e) The Company has not conducted any business prior to the Effective Date except for matters incidental to operating as the general partner of the OP and executing this Agreement, and has no assets, liabilities or obligations of any nature other than those incident to its formation, operation as the general partner of the OP and pursuant to this Agreement, none of which are material.
(f) The Company has (i) filed all Tax Returns required by applicable Law to be filed by the Company, and (ii) paid all Taxes due and payable, whether or not shown or required to be shown on any such Tax Return. The Company does not have any liability for any delinquent Taxes. There are no L...
Representations and Warranties of Assignors. Each Assignor represents that, as of the date hereof, such Assignor owns its Assigned Interests beneficially and of record, free of any Liens or adverse claims. Except as set forth in the immediately preceding sentence, each Assignor and the Prior Agent:
(a) 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 any other Credit Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other Credit Document or any other instrument or document furnished pursuant thereto; and
(b) makes no representation or warranty, and assumes no responsibility, with respect to the financial condition of the Company and its Subsidiaries or the performance by the Company and its Subsidiaries of their obligations under the Credit Agreement, any other Credit Document or any other instrument or document furnished pursuant hereto or thereto.
Representations and Warranties of Assignors. Each Assignor hereby represents and warrants unto Assignee that each and every one of the following statements is true, correct, and complete in all material respects as of the date of this Agreement and will be true, correct, and complete in all material respects as of the Closing Date; provided, that the representations and warranties of each Assignor relate solely to such Assignor except where noted below:
Representations and Warranties of Assignors. Each Assignor represents and warrants to the Assignees as follows:
(i) Such Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement;
(ii) the making and performance by such Assignor of this Agreement and all documents required to be executed and delivered by it hereunder do not and will not violate any law or regulation of the jurisdiction of its organization or any other law or regulation applicable to it;
(iii) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligations of such Assignor, enforceable against it in accordance with its terms;
(iv) all approvals and authorizations of, all filings with and all actions by any governmental or other administrative or judicial authority necessary for the validity or enforceability of such Assignor's obligations under this Agreement have been obtained;
(v) immediately prior to giving effect to the sale, assignment and transfer contemplated by SECTION 2, such Assignor has good title to, and is the sole legal and beneficial owner of, the Purchased Percentage, free and clear of all liens, security interests, participations and other encumbrances.
Representations and Warranties of Assignors. Each Assignor represents and warrants to Assignee as follows:
(a) as of the Transfer Date immediately before giving effect to the assignment transactions contemplated hereunder, each Assignor is the legal and beneficial owner of its pro rata share of the Debt and its Claim, free and clear of any adverse claim;
(b) Each Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and
(c) this Agreement constitutes the legal, valid and binding obligation of each Assignor enforceable in accordance with its terms. The Assignors make no representation or warranty express or implied, and assume no responsibility with respect to the financial condition of VUI or any of its Subsidiaries or the performance by VUI of the obligations under the Existing Loan Documents, and assume no responsibility with respect to any statements, warranties or representations made in or in connection with the Existing Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Existing Credit Agreement or any Existing Loan Document other than as expressly set forth above.
Representations and Warranties of Assignors. Each Assignor hereby represents and warrants to the other parties that, as of the date hereof:
