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:
(a) The Assignee is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of it incorporation.
(b) The execution, delivery and performance by the Assignee of this Agreement are within the Assignee's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Assignee's charter or by-laws or (ii) any applicable law or any contractual restriction binding on or affecting the Assignee.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Assignee of this Agreement.
(d) This Agreement has been duly executed and delivered by the Assignee and is a legal, valid and binding obligation of the Assignee enforceable against the Assignee in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally.
Representations, Warranties and Covenants of the Assignee. The Assignee warrants and represents to, and covenants with, the Assignor and each Seller and Servicer that:
(a) The Assignee has full power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of the Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of the Assignee. This AAR Agreement has been duly executed and delivered by the Assignee and, upon the due authorization, execution and delivery by each Seller and Servicer and the Assignor, will constitute the valid and legally binding obligation of the Assignee enforceable against the Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law. The execution, delivery and performance by the Assignee of this AAR Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof. There are no actions, suits or proceedings pending or, to the knowledge of the Assignee, threatened, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this AAR Agreement or (ii) with respect to any other matter that in the judgment of the Assignee will be determined adversely to the Assignee and, if determined adversely to the Assignee, wi...
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 hereby covenants, represents and warrants the following:
(a) 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) Following the Effective Date and throughout the remaining term of the Assigned Documents, the Assignee will at its own expense indemnify and hold harmless the Assignor from all actions, suits, losses, costs (including, without limitation, reasonable attorneys’ fees and expenses), obligations and liability arising with respect to (i) the Assignee’s default with respect to its covenants and obligations under this Agreement, (ii) any misrepresentation or incorrect warranty of the Assignee set forth herein, and (iii) the Assigned Documents and the performance and observance of any and all other agreements of the Assignor provided in the Assigned Documents other than the Retained Liabilities. The obligations of the Assignee under this Section 4(b) shall be absolute and unconditional and shall remain in full force and effect until the Assigned Documents have expired.
Representations, Warranties and Covenants of the Assignee. The Assignee hereby represents, warrants and covenants to the Assignor 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. The Assignee hereby represents and warrants to the Assignor as follows:
(a) The Assignee has full power and authority, and has taken all action necessary, to execute and deliver this Agreement, and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith;
(b) This Agreement constitutes the legal, valid and binding obligation of the Assignee;
(c) The Assignee has independently and without reliance upon the Assignor and based on such documents and information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. The Assignee will, independently and without reliance upon any Lender, and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement;
(d) The Assignee has received copies of the Loan Agreement and such of the Loan Documents delivered pursuant to Section 9.1 of the Loan Agreement as it has requested, together with copies of the most recent financial statements delivered pursuant to Section 8.1 of the Loan Agreement;
(e) The Assignee will perform in accordance with their respective terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender; and
(f) The Assignee hereby makes each and every representation and warranty contained in Section 4.9 of the Loan Agreement (pertaining to the Convertible Notes and Conversion Stock).
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.
5.2 The Assignee hereby undertakes that it shall if and when necessary according to any applicable law duly execute and deliver any necessary documents for any recording, filing, notification, registration, notarization of this Agreement or of a separate document referring to the Collaterals, as well as any other evidence, as maybe required in obtaining all the benefits under this Agreement and/or of the rights and powers herein granted, including any registrations that may be necessary to maintain valid or preserve this Agreementand/or the Collaterals;
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.
