Representations, Warranties and Covenants of Assignor. Assignor ----------------------------------------------------- represents, warrants and covenants to Collateral Agent:
(i) That Schedule A attached hereto contains a complete list as of ---------- the date hereof of the Leases, (ii) that Assignor is the sole owner of the entire leasehold interest in each Lease, free and clear and of all Liens, except for the Liens created in favor of the Collateral Agent pursuant to, or in connection with, the Credit Agreement, (iii) each Lease is valid and enforceable, subject to the effect of this Assignment and bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, and has not been altered, modified or amended in any manner, except as shown on Exhibit A, (iv) to Assignor's knowledge, neither Assignor nor the Lessor under --------- any Lease is in default under such Lease nor, to the knowledge of Assignor, has any event occurred (other than pursuant to this Assignment) which with the passage of time or the giving of notice would constitute a default under such Lease and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits.
b. Assignor agrees (i) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to do, or permit to be done, anything to materially impair Assignor's rights thereunder; (ii) not to assign Assignor's interest under any Lease or sublet all or any part of the Premises, (iii) other than upon the expiration of the terms of the respective Leases in accordance with their terms, not alter, modify or change the terms of any Lease in any material respect, or cancel or terminate any Lease, or surrender possession of the Premises, or any part thereof, without the prior written consent of Collateral Agent, which consent shall not be unreasonably withheld and (iv) to use reasonable efforts to enforce the performance by the Lessor under each Lease of all of such Lessor's obligations under such Lease.
c. Assignor has full power and authority to execute, deliver and perform its obligations under this Assignment.
d. In the event that Assignor receives a written landlord consent from the Lessors under the Leases, this Assignment shall be a legal, valid and binding obligation of Assignor, enforceable in accordance with its terms with respect to those Leases.
e. Assignor agrees that Collateral Agent shall have the right, exercisable at any time tha...
Representations, Warranties and Covenants of Assignor. Assignor:
(a) represents and warrants to Assignee and Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims and (iii) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Assignment;
(b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Loans and Commitments, the percentage of the Loans and Commitments represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral; and
(c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Credit Party or the performance or nonperformance by any Credit Party of any obligation under any Loan Document or any document provided in connection therewith.
Representations, Warranties and Covenants of Assignor. Assignor hereby represents, warrants, covenants and agrees as follows:
Representations, Warranties and Covenants of Assignor. The Assignor hereby covenants, represents and warrants the following.
(a) The Assignor is not in default in any material respect (and no circumstances exist or fail to exist that, with the giving of notice or passage of time or both would constitute such a default) under the Lease Agreement.
(b) The Assignor has the power and authority to enter into and execute this Agreement and any other documents or instruments necessary or desirable in connection herewith.
(c) [As required by the Lease Agreement, the Assignor shall cause a copy of this Agreement to be delivered to the Issuer [and the Trustee] within [thirty (30)] days from the date hereof under notice in the form substantially similar to that which is attached hereto as Exhibit A.]
(d) To Assignor’s knowledge, the Assignor has received no notice from the Issuer or any taxing authority regarding any challenge to any tax benefits arising by reason of the issuance of the Bonds or the existence of the Lease Agreement, and the Assignor shall use commercially reasonable efforts to assist the Assignee in securing any such benefit to which the Assignor is entitled by reason of the existence of the Bonds and/or the Lease Agreement.
(e) Upon expiration or termination of the Lease Agreement and upon the written request of the Assignee, the Assignor will cooperate with the Assignee to cause title to the Project to be transferred from the Issuer to the Assignee or its assigns, which transfer of title will be in accordance with the procedures set forth in the Lease Agreement; provided, however, that nothing herein shall preclude the Assignee from approaching the Issuer directly to obtain title to the Project upon the expiration or termination of the Lease Agreement.
Representations, Warranties and Covenants of Assignor. Assignor does hereby represent and warrant that Assignor has not sold, assigned or pledged or otherwise disposed of the whole or any part of the rights hereby assigned, and that such rights are free and clear of all liens, claims or encumbrances, except as provided in the Purchase Agreement.
Representations, Warranties and Covenants of Assignor. Assignor
(a) represents and warrants to Assignee and the Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims and (iii) the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Loans and Commitments, the percentage of the Loans and Commitments represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Credit Party or the performance or nonperformance by any Credit Party of any obligation under any Loan Document or any document provided in connection therewith and (d) attaches any Notes held by it evidencing at least in part the Assigned Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Agent exchange such Notes for new Notes in accordance with the Loan Agreement.
Representations, Warranties and Covenants of Assignor. The Assignor represents, warrants, covenants and agrees that (i) the Lease is in full force and effect; (ii) an accurate and complete copy of the Lease, including all amendments, is attached hereto as Exhibit A; (iii) the Assignor has the right to assign the Lease to the Assignee, subject only to the consent of the Lessor; (iv) this Assignment has been duly authorized and approved by all necessary corporate action on the part of Assignor; (v) this Assignment will not breach the terms of or constitute a default under any agreement, indenture, deed of trust or other instrument or document to which Assignor is a party (vi) the Lease is free and clear of all liens, encumbrances or claims of third parties; (vii) the Assignor is not in default under any of the terms and conditions of the Lease and the Assignor does not know or have reason to know of any facts that could cause a default under the Lease; (viii) Assignor does not know or have reason to know of any action, lawsuit, proceeding or governmental action pending, threatened or anticipated which could affect the Lease, this Assignment or the Assignee’s interest or rights under the Lease; and (ix) Assignor has paid all rent and other amounts due under the Lease through the Effective Date. The representations, warranties, covenants and agreements contained in this Section 3 shall survive the execution and delivery of this Assignment.
Representations, Warranties and Covenants of Assignor. Assignor ---------------------------------------------------- represents, warrants and covenants as follows (all of such representations, warranties and covenants to remain in full force and effect until all of the Obligations have been fully paid and performed):
Representations, Warranties and Covenants of Assignor. Assignor hereby represents, warrants and covenants to Assignee as follows:
A. The Loan Documents were acquired by Assignor pursuant to the instruments set forth on Exhibit "A", have not been assigned, pledged or otherwise encumbered by Assignor, and have not been subjected to any liens placed thereon by third parties or by operation of law since the respective dates of Assignor's acquisition thereof as set forth on Exhibit "A".
B. The Assignor has the authority to execute this Agreement and other documents necessary to effectuate the purpose of this Agreement and has the authority to sell and transfer the Loan Documents to Assignee. It shall be a condition of Assignee's obligation to effect the Closing that the representations set forth in the Section 3 shall be true and correct as of the Closing Date as if made at and as of said date.
Representations, Warranties and Covenants of Assignor. Assignor represents, warrants and covenants to Assignee as of the date of this Agreement and as of each Delivery Date as follows:
