Common use of Representations and Warranties of CIT Clause in Contracts

Representations and Warranties of CIT. CIT hereby represents and warrants as follows: (a) CIT (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) has the power and authority to assume the obligations of CIT Nevada under the Credit Agreement and to execute, deliver and perform this Assumption Agreement. (b) The execution, delivery and performance by CIT of this Assumption Agreement and the assumption of the obligations of CIT Nevada under the Credit Agreement (i) have been duly authorized by all necessary company action, (ii) do not and will not contravene CIT's certificate of incorporation or bylaws, any material law or any material contractual restriction binding on CIT or any of its material properties and (iii) do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance upon any of CIT's material properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other regulatory body is required for the due execution, delivery and performance by CIT of this Assumption Agreement or for its assumption of the obligations of CIT Nevada under the Credit Agreement. (d) This Assumption Agreement is the legal, valid and binding obligation of CIT, enforceable against CIT in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (e) No litigation, investigation or proceeding of or before any arbitrator or governmental authority or other regulatory body is pending or, to the knowledge of CIT, threatened by or against CIT with respect to this Assumption Agreement or any of the transactions contemplated hereby. (f) CIT is not, effective immediately following the Merger, in default in the performance of any covenant or condition in the Credit Agreement.

Representations and Warranties of CIT. CIT hereby represents and warrants as follows: (a) CIT (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Nevada and (ii) has the power and authority to assume the obligations of CIT Nevada Corporation under the Credit Agreement and to execute, deliver and perform this Assumption Agreement. (b) The execution, delivery and performance by CIT of this Assumption Agreement and the assumption of the obligations of CIT Nevada Holdings under the Credit Agreement (i) have been duly authorized by all necessary company action, (ii) do not and will not contravene CIT's certificate its articles of incorporation or bylaws, any material law or any material contractual restriction binding on or affecting CIT or any of its material properties and (iii) do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of CIT's its material properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other regulatory body is required for the due execution, delivery and performance by CIT of this Assumption Agreement or for its assumption of the obligations of CIT Nevada Holdings under the Credit Agreement. (d) This Assumption Agreement is the legal, valid and binding obligation of CIT, enforceable against CIT in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (e) No litigation, investigation or proceeding of or before any arbitrator or governmental authority or other regulatory body is pending or, to the knowledge of CIT, threatened by or against CIT with respect to this Assumption Agreement or any of the transactions contemplated hereby. (f) CIT is not, effective immediately following the MergerTransfer, in default in the performance of any covenant or condition in the Credit Agreement.

Representations and Warranties of CIT. CIT hereby represents and warrants as follows: (a) CIT (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) has the power and authority to assume the obligations of CIT Nevada under the Credit Agreement and to execute, deliver and perform this Assumption Agreement. (b) The execution, delivery and performance by CIT of this Assumption Agreement and the assumption of the obligations of CIT Nevada under the Credit Agreement Guaranty (i) have been duly authorized by all necessary company action, (ii) do not and will not contravene CIT's certificate of incorporation or bylaws, any material law or any material contractual restriction binding on CIT or any of its material properties and (iii) do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance upon any of CIT's material properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other regulatory body is required for the due execution, delivery and performance by CIT of this Assumption Agreement or for its assumption of the obligations of CIT Nevada under the Credit AgreementGuaranty. (d) This Assumption Agreement is the legal, valid and binding obligation of CIT, enforceable against CIT in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (e) No litigation, investigation or proceeding of or before any arbitrator or governmental authority or other regulatory body is pending or, to the knowledge of CIT, threatened by or against CIT with respect to this Assumption Agreement or any of the transactions contemplated hereby. (f) CIT is not, effective immediately following the Merger, in default in the performance of any covenant or condition in the Credit AgreementGuaranty.

Representations and Warranties of CIT. CIT hereby represents and warrants as follows: (a) CIT (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Nevada and (ii) has the power and authority to assume the obligations of CIT Nevada Corporation under the Credit Agreement Guaranty and to execute, deliver and perform this Assumption Agreement. (b) The execution, delivery and performance by CIT of this Assumption Agreement and the assumption of the obligations of CIT Nevada Holdings under the Credit Agreement Guaranty (i) have been duly authorized by all necessary company action, (ii) do not and will not contravene CIT's certificate its articles of incorporation or bylaws, any material law or any material contractual restriction binding on or affecting CIT or any of its material properties and (iii) do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of CIT's its material properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other regulatory body is required for the due execution, delivery and performance by CIT of this Assumption Agreement or for its assumption of the obligations of CIT Nevada Holdings under the Credit AgreementGuaranty. (d) This Assumption Agreement is the legal, valid and binding obligation of CIT, enforceable against CIT in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (e) No litigation, investigation or proceeding of or before any arbitrator or governmental authority or other regulatory body is pending or, to the knowledge of CIT, threatened by or against CIT with respect to this Assumption Agreement or any of the transactions contemplated hereby. (f) CIT is not, effective immediately following the MergerTransfer, in default in the performance of any covenant or condition in the Credit AgreementGuaranty.