Representations and Warranties of the Assignors. The Assignor hereby makes the following representations and warranties to Assignee, which shall survive the Closing:
(a) The Assets are owned by Assignor free and clear of any and all liens, claims, encumbrances, preemptive rights, right or first refusal and adverse interests of any kind.
(b) Assignor has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and otherwise to carry out Assignor’s obligations hereunder.
(c) Except for Vicis Capital Mater Fund (which consent has been received), no consent, approval or agreement of any individual or entity is required to be obtained by Assignor in connection with the execution and performance by Assignor of this Agreement or the execution and performance by Assignor of any agreements, instruments or other obligations entered into in connection with this Agreement.
(d) Except as set forth in the Assignor’s filing with the Securities and Exchange Commission, there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, against Assignor or any of Assignor’s’ properties or any of its assets, at law or in equity.
(e) Except as set forth in the Assignor’s filing with the Securities and Exchange Commission, there is no judgment, decree or order against Assignor that could prevent, enjoin, alter, or delay any of the transactions contemplated by this Agreement.
(f) Except as set forth in the Assignor’s filing with the Securities and Exchange Commission, there are no material claims, actions, suits, proceedings, inquiries, labor disputes or investigations pending against the Assignor or any of its assets, at law or in equity or by or before any governmental entity or in arbitration or mediation.
(g) No bankruptcy, receivership or debtor relief proceedings are pending or, to Assignor’s knowledge, threatened against Assignor.
(h) Assignor has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal, state, local or foreign Law, judgment, decree, injunction or order, applicable to it, the conduct of its business, or the ownership or operation of its business. References in this Agreement to “Laws” shall refer to any laws, rules or regulations of any federal, state or local government or any governmental or quasi-governmental agency, bureau, commission, instrumentality or judicial body (including, withou...
Representations and Warranties of the Assignors. Each Assignor jointly and severally represents and warrants to Assignee as follows, except as otherwise disclosed in the disclosure schedules to this Agreement (the "Disclosure Schedules"), which Disclosure Schedules specifically reference the particular Sections hereof to which they relate:
Representations and Warranties of the Assignors. Each of the Greenbriar Parties represents and warrants, for and on behalf of itself and with respect to each Assignor and the Assigned Assets purported to be owned by each such Assignor, to the Lone Star Parties as follows:
Representations and Warranties of the Assignors. Each Assignor hereby represents and warrants to the Purchaser that:
Representations and Warranties of the Assignors. The Assignors hereby jointly and severally represent and warrant to PRF the following as of the date of this Agreement:
Representations and Warranties of the Assignors. Assignor hereby makes the following representations and warranties, based upon the actual knowledge of Xxxxx Xxxxxxx, without duty of inquiry, to Assignee, which shall survive the Closing:
3.1 The Assets are owned by Assignor free and clear of any and all liens, claims, encumbrances, preemptive rights, right or first refusal and adverse interests of any kind except as listed in section 3.(a) of Schedule B, attached hereto.
Representations and Warranties of the Assignors. Each Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Applicable Percentage of the Assigned Interest specified next to its name on Schedule 1 hereto, (ii) such 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 to consummate the transactions contemplated by this Article V; 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 the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Representations and Warranties of the Assignors. (a) (i) the full and correct legal name of such Assignor is as set forth in Annex I hereto and (ii) it has not, at any time prior to the date of this Agreement, changed its name; and (b) such Assignor’s mailing address and the address of its principal place of business, in each case, as at the date of this Agreement is correctly listed in Annex I hereto. Such Assignor has not, at any time prior to the date of this Agreement, chan...
Representations and Warranties of the Assignors. Each Assignor severally represents and warrants, each for itself and not for any other Assignor, to the Assignees as follows:
a. As of the date hereof, the Pro Rata Shares of such Assignor under the Loan Agreements are as set forth on Schedule A and Schedule B, in each case without giving effect to assignments thereof which have not yet become effective;
b. Such Assignor is the legal and beneficial owner of such Assignor's Assigned Pro Rata Share and such Assignor's Assigned Pro Rata Share is free and clear of any adverse claim. Schedule C accurately reflects the aggregate outstandings under the Existing Loan Agreements;
c. Such 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;
d. This Agreement constitutes the legal, valid and binding obligation of such Assignor. The Assignors make no representation or warranty and assume no responsibility with respect to the financial condition of Borrowers or the performance by Borrowers of the Obligations, and assume no responsibility with respect to any statements, warranties or representations made in or in connection with the Existing Loan Agreements or the execution, legality, validity, enforceability, genuineness, or sufficiency of the Existing Loan Agreements or any Loan Document other than as expressly set forth above.
Representations and Warranties of the Assignors. Each Assignor represents and warrants as of the date hereof to the Offshore Collateral Agent and the Secured Parties as follows:
(a) (i) the full and correct legal name of such Assignor is as set forth in Annex I hereto and (ii) it has not, at any time prior to the date of this Agreement, changed its name; and
(b) such Assignor’s mailing address and the address of its principal place of business, in each case, as at the date of this Agreement is correctly listed in Annex I hereto. Such Assignor has not, at any time prior to the date of this Agreement, changed its location (as defined in Section 9-307 of the UCC).
