Representations, Warranties and Covenants of Assignor. 2.1 Assignor represents, warrants and covenants to Assignee that:
(a) the above premises are true and complete;
(b) Assignor 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 Assignor is or will be a party and to consummate the transactions contemplated hereby and thereby;
(c) The execution, delivery and performance by Assignor of this Agreement and the transactions contemplated hereby (i) have been duly authorized by all necessary officers, managers or members of Assignor, (ii) do not contravene the terms of Assignor’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 Assignor or any requirement of law applicable to Assignor, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignor to the knowledge of Assignor;
(d) This Agreement has been duly executed and delivered by Assignor and constitutes the legal, valid and binding obligations of Assignor, enforceable against Assignor 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) Assignor is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect;
(f) There are no brokerage commissions, finder’s fees or similar fees or commissions payable by any party in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with Assignor or any action taken by Assignor;
(g) the full amount of the Assigned Debt is due and owing by Debtor to Assignor; and
(h) Assignor now has a lawful right, full power and absolute authority to assign its/an unencumbered right, title and interest in and to the Assigned Debt in the manner setout in Article 1 hereof, according to the true intent and meaning of this Agreement.
2.2 The representations, warranties and covenants contained in Section 2.1...
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 has caused the defeasance of the Bonds on or prior to the date hereof, and there are no further obligations with respect to the Bonds or under the Indenture.
(b) 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.
(c) Interest on the Bonds is excludable from gross income of the holders thereof and Assignor is in compliance in all material respects with all representations and covenants in connection with the Bonds relating to tax exemption of interest on the Bonds.
(d) 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.
(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.
(f) [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.]
(g) To the 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 or the Lease Agreement.
Representations, Warranties and Covenants of Assignor. Assignor
(a) represents and warrants to Assignee and the Agents 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. 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. 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. (a) Assignor represents and warrants that it is a valid Oregon corporation, in good standing under the laws of the State of Oregon, and that Assignor has the power and authority to contract for the purchase of the Property described in the Contract and to execute this Assignment to Assignee.
(b) Assignor warrants that there has been no other assignment, pledge, transfer, hypothecation, encumbrance, or other transfer of the rights of the Assignor in and to the Contract, and in and to the Property described therein.
(c) Assignor represents that it knows of no conditions, either physical or legal, nor of any hidden defects, which would prevent the Assignee from utilizing the Property to be purchased under the Contract for the purpose stated therein or herein.
(d) Assignor represents and covenants that it will direct Owner immediately to send all Property Documents (as defined in the Contract) and similar due diligence materials directly to Assignee for review and will, to the extent required by Owner, execute any receipts therefor on behalf of Assignor and Assignee. Assignor further represents and covenants that it will immediately forward any additional Property Documents and similar due diligence materials sent by Owner to Assignor both before and after the date hereof and will collaborate with Assignee in furnishing any response or assurance required by Owner with respect to the use and disposition of such material.
(e) All covenants, conditions and agreements to be performed by Assignor under the Contract have been performed or will be performed as required therein, except those which are not to be performed until after the date hereof, including delivery of the Initial Earnest Money as defined xx xxx Contract, which will be performed by Assignor or Assignee pursuant to the terms of this Assignment.
Representations, Warranties and Covenants of Assignor. (a) Assignor, as of the date of the Closing, does hereby represent and warrant to Assignee and Operating Assignee as follows:
(i) Assignor has complete and unrestricted power and authority to sell, assign, and transfer all its right, title and interest in the Lease as contemplated by this Assignment and Assumption Agreement, and such sale; assignment and transfer does not and will not require the consent or approval of any third party or government entity, except for the prior written consent of the Port Authority, which written consent is set forth in the Acknowledgment, Consent and Estoppel Certificate (the “Consent”) attached hereto as Exhibit 1 and incorporated herein by reference.
(ii) Neither the execution and delivery of this Assignment and Assumption Agreement nor compliance with the terms hereof on the part of Assignor will violate the Articles of Incorporation or Bylaws, or the Certificate of Limited Partnership or Partnership Agreement, as the case may be, of Assignor, breach any governmental law, statute or regulation, or conflict with or result in the breach of any of the terms, conditions or provisions of any agreement or instrument to which Assignor is a party or by which it is or may be bound, or constitute a default thereunder, or result in the creation or imposition of any lien, claim, charge, or encumbrance. Except as set forth in Schedule C attached hereto and incorporated herein by this reference, Assignor has no knowledge of any fact or condition regarding or involving the Demised Premises (as defined in the Lease) or any of Assignor’s duties and obligations under the Lease that constitute a violation or breach of any law, statute, ordinance, regulation, order, contract or other agreement including, without limitation, environmental laws and regulations.
(iii) Assignor has all necessary corporate power and authority to enter into this Assignment and Assumption Agreement, and has taken all corporate action necessary to make this Assignment and Assumption Agreement enforceable upon Assignor in accordance with its terms.
(iv) A true, correct and complete copy of the Lease, and all amendments thereto, are attached hereto as Schedule A. The Lease has not been amended or modified, except as set forth on Schedule A attached hereto and incorporated herein by this reference. The Lease, as amended or modified, is in full force and effect and constitutes the legal, valid and binding obligation of all of the parties thereto and is enforceable in ...
