Common use of Representations Upon Purchase and Sale Clause in Contracts

Representations Upon Purchase and Sale. Such purchase shall be expressly made without representation or warranty of any kind by First Lien Lenders as to the First Lien Debt, the Collateral or otherwise and without recourse to First Lien Lenders, except that each First Lien Lender shall represent and warrant, severally, as to it: (a) the principal amount of the First Lien Debt being purchased from it are as reflected in the books and records of such First Lien Lender (but without representation or warranty as to the collectibility, validity or enforceability or any other matter in respect thereof), (b) that such First Lien Lender owns the First Lien Debt being sold by it free and clear of any liens or encumbrances and (c) such First Lien Lender has the right to assign the First Lien Debt being sold by it and the assignment is duly authorized. Upon the purchase by the Noteholders of the First Lien Debt, the Noteholders agree to indemnify and hold the First Lien Lenders harmless from and against all loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) suffered or incurred by the First Lien Lenders arising from or in any way relating to acts or omissions of the First Lien Agent or any other First Lien Lender after the purchase.

Representations Upon Purchase and Sale. Such purchase shall be expressly made without representation or warranty of any kind by First Lien Lenders Secured Parties as to the First Lien Debt, the Second Lien Collateral or otherwise and without recourse to First Lien LendersSecured Parties, except that each First Lien Lender Secured Party shall represent and warrant, severally, as to it: (a) the principal amount of the First Lien Debt being purchased from it are as reflected in the books and records of such First Lien Lender Secured Party (but without representation or warranty as to the collectibilitycollectability, validity or enforceability or any other matter in respect thereof), (b) that such First Lien Lender Secured Party owns the First Lien Debt being sold by it free and clear of any liens or encumbrances and (c) such First Lien Lender Secured Party has the right to assign the First Lien Debt being sold by it and the assignment is duly authorized. Upon the purchase by the Noteholders Second Lien Secured Parties of the First Lien Debt, the Noteholders Second Lien Secured Parties agree to indemnify and hold the First Lien Lenders Secured Parties harmless from and against all loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) suffered or incurred by the First Lien Lenders Secured Parties arising from or in any way relating to acts or omissions of the First Lien Agent or any of the other First Second Lien Lender Secured Parties after the purchase.

Representations Upon Purchase and Sale. Such purchase shall be expressly made without representation or warranty of any kind by First Lien Lenders as to the First Lien Debt, the Collateral or otherwise and without recourse to First Lien Lenders, except that each First Lien Lender shall represent and warrant, severally, as to it: (a) the principal amount of the First Lien Debt being purchased from it are as reflected in the books and records of such First Lien Lender (but without representation or warranty as to the collectibility, validity or enforceability or any other matter in respect thereof), (b) that such First Lien Lender owns the First Lien Debt being sold by it free and clear of any liens or encumbrances and (c) such First Lien Lender has the right to assign the First Lien Debt being sold by it and the assignment is duly authorized. Upon the purchase by the Purchasing Noteholders of the First Lien Debt, the Purchasing Noteholders agree will enter into an agreement to indemnify and hold the First Lien Lenders harmless from and against all loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) suffered or incurred by the First Lien Lenders arising from or in any way relating to acts or omissions of the First Lien Agent or any other First Lien Lender after the purchase.

Representations Upon Purchase and Sale. Such purchase shall be expressly made without representation or warranty of any kind by First Lien Lenders Secured Parties as to the First Lien Debt, the Second Lien Collateral or otherwise and without recourse to First Lien LendersSecured Parties, except that each First Lien Lender Secured Party shall represent and warrant, severally, as to it: (a) the principal amount of the First Lien Debt being purchased from it are as reflected in the books and records of such First Lien Lender Secured Party (but without representation or warranty as to the collectibility, validity or enforceability or any other matter in respect thereof), (b) that such First Lien Lender Secured Party owns the First Lien Debt being sold by it free and clear of any liens or encumbrances and (c) such First Lien Lender Secured Party has the right to assign the First Lien Debt being sold by it and the assignment is duly authorized. Upon the purchase by the Noteholders Second Lien Secured Parties of the First Lien Debt, the Noteholders Second Lien Secured Parties agree to indemnify and hold the First Lien Lenders Secured Parties harmless from and against all loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) suffered or incurred by the First Lien Lenders Secured Parties arising from or in any way relating to acts or omissions of the First Lien Agent or any of the other First Second Lien Lender Secured Parties after the purchase.