Representations, Warranties and Covenants of the Assignee. The Assignee hereby covenants, represents and warrants the following:
Representations, Warranties and Covenants of the Assignee. The Assignee warrants and represents to, and covenants with, the Assignor and the Company that:
Representations, Warranties and Covenants of the Assignee. The Assignee shall have complied in all material respects with all of its agreements and covenants contained herein (including the obligation of the Assignee to deliver the documents specified in Section 1.5) to be performed at or prior to the Closing Date, and all of the representations and warranties of the 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 the Assignee. The Assignee represents and warrants, as of the date hereof, as follows:
Representations, Warranties and Covenants of the Assignee. The Assignee hereby represents, warrants and covenants to the Company and the Investor, as of the date hereof and as of the Closing Date as follows:
Representations, Warranties and Covenants of the Assignee. 5.1 The Assignee hereby declares that it is acquainted with all facts regarding court and administrativeproceedings listed in the Schedule 3 of this Agreement.
Representations, Warranties and Covenants of the Assignee. Section 4.1. The Assignee hereby represents and warrants to the Assignor that (i) Assignee has independently conducted its due diligence in connection with its assumption of the obligations of the Assignor under the Funding Documents and has made its decision to assume the obligations of the Assignor under the Funding Documents based upon such independent due diligence and has not relied upon any oral or written information provided by the Assignor or any agent or representative thereof except as expressly set forth in Section 3 hereof and the other provisions of this Agreement; (ii) the transactions contemplated by this Agreement, and the documents to be executed and delivered by or on behalf of the Assignee in connection therewith, have been duly authorized by the Assignee; and (iii) the person executing this Agreement on behalf of the Assignee has the full power and authority to execute and deliver all documents necessary to consummate this transaction on behalf of the Assignee and to cause the Assignee to perform any act which may be necessary pursuant to the terms of this Agreement.
Representations, Warranties and Covenants of the Assignee. 3.1 The Assignee represents and warrants to the Assignor as follows:
Representations, Warranties and Covenants of the Assignee. NBCU I represents and warrants to each of GE Capital and Lone Star that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, (ii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either it or the person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type and (iii) the person signing, executing and delivering this Agreement on behalf of NBCU I is authorized to execute, sign and deliver this Agreement. NBCU I confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decisions to enter into this Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and based upon such documents and information as it shall deem appropriate at the time.
Representations, Warranties and Covenants of the Assignee. (a) Organization; Authority. The Assignee is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder, and the execution, delivery and performance by the Assignee of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Assignee. This Agreement, when executed and delivered by the Assignee, will constitute a valid and legally binding obligation of the Assignee, enforceable against the Assignee in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (c) to the extent the indemnification provisions contained herein may be limited by federal or state securities laws.
