Representations, Warranties and Covenants of Assignee. 3.1 Assignee represents, warrants and covenants to Assignor that:
(a) The above premises are true and complete;
(b) Assignee is duly organized and validly existing under the laws of the jurisdiction of its formation, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder and each other document contemplated hereby to which Assignee is or will be a party and to consummate the transactions contemplated hereby and thereby;
(c) The execution, delivery and performance by Assignee of this Agreement and the transactions contemplated hereby (i) have been duly authorized by all necessary officers, managers or members of Assignee, (ii) do not contravene the terms of Assignee’s organizational documents, or any amendment thereof, (iii) do not materially violate, conflict with or result in any material breach or contravention of, or the creation of any lien under, any contractual obligation of Assignee or any requirement of law applicable to Assignee, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignee to the knowledge of Assignee;
(d) This Agreement has been duly executed and delivered by Assignee and constitutes the legal, valid and binding obligations of Assignee, enforceable against Assignee in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity);
(e) Assignee understands that the Assigned Debt will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) at the time of purchase and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Assignee is aware that Debtor is under no obligation to effect any such registration with respect to the Assigned Debt or to file for or comply with any exemption from registration. Assignee has not been formed solely for the purpose of making this investment . Assignee has such knowledge and experience in financial and business matters that Assignee is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such i...
Representations, Warranties and Covenants of Assignee. Assignee represents and warrants as follows:
Representations, Warranties and Covenants of Assignee. Assignee shall have complied in all material respects with all of its agreements and covenants contained herein (including the obligation of Assignee to deliver the documents specified in Section 1.05) to be performed at or prior to the Closing Date, and all of the representations and warranties of Assignee contained herein shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except to the extent that such representations and warranties were made as of a specified date and, as to such representations and warranties, the same shall continue on the Closing Date to have been true in all material respects as of the specified date.
Representations, Warranties and Covenants of Assignee. The Assignee hereby covenants, represents and warrants the following:
(a) The Assignee hereby represents and warrants that the Assignee has the power and authority to enter into and execute this Agreement and any other documents or instruments necessary or desirable in connection herewith, and to incur and perform the obligations provided for herein.
(b) Notwithstanding anything contained herein, the Assignee will notify the Assignor within 30 days of any change in use of the Project, including, but not limited to, any shut down, demolition or sale of the Project.
(c) The Assignee agrees to indemnify, defend and hold harmless the Assignor and each of the Seller Indemnities from and against any and all Losses arising from the failure of Assignee to purchase the Project and cause the transfer of title of the Project upon a defeasance of the Bonds as required by the Lease Agreement.
Representations, Warranties and Covenants of Assignee. (a) Assignee represents and warrants that it is a valid Delaware corporation, in good standing under the laws of the State of Delaware and qualified to do business in the State of Florida, and that Assignee has the power and authority to execute this Assignment with Assignor and to complete the purchase from Owner of the Property described in the Contract pursuant to the terms of the Contract and this Assignment. pb\gaynor\brentwdw\condass3.xxx 4
(b) All covenants, conditions and agreements to be performed by Assignor under the Contract will be performed by Assignee as required therein and herein, including disposition of the Property Documents and other Confidential Information as required under the Contract.
Representations, Warranties and Covenants of Assignee. Assignee hereby represents, warrants and covenants that:
Representations, Warranties and Covenants of Assignee. Assignee hereby represents, warrants and covenants to Assignor as follows:
A. The Assignee has the authority to execute this Agreement and other documents necessary to effectuate the purpose of this Agreement and has the authority to purchase and assume the transfer the Loan Documents from Assignor.
B. Assignee acknowledges and agrees that the Loan Documents are sold, transferred and assigned to Assignee on an "AS IS", "WHERE IS" basis and "WITH ALL FAULTS".
Representations, Warranties and Covenants of Assignee. Assignee hereby represents, warrants and covenants to the Financial Institution, Lockbox Escrow Agent, Lockbox Calculation Agent and Company that:
(i) the execution, delivery and performance by Assignee of this Agreement have been duly authorized by all necessary action;
(ii) this Agreement has been duly executed and delivered by Assignee;
(iii) this Agreement constitutes the legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law);
Representations, Warranties and Covenants of Assignee. Assignee represents, warrants and covenants as follows:
Representations, Warranties and Covenants of Assignee. Assignee represents, warrants and covenants to Assignor as of the date of this Agreement and as of each Delivery Date as follows:
