Representations, Warranties and Covenants of the Assignors. The Assignors shall have complied in all material respects with all of their agreements and covenants contained herein (including the obligations of the Assignors 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 the Assignors 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 Assignors. The Assignor hereby warrants and represents that it has not assigned or pledged, and hereby covenants that, without the prior written consent of the Collateral Agent thereto, so long as this Agreement shall remain in effect, it will not assign or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Collateral Agent, its successors or assigns, and that it will not take or omit to take any action, the taking or omission of which might result in an alteration or impairment of the Collateral or this Agreement, or of any of the rights created in the Collateral by this Agreement.
Representations, Warranties and Covenants of the Assignors. Each Assignor represents and warrants on the date hereof, on each date on which any Advance is made and on each date on which any Mortgage Loans are delivered to the Lender for the purposes of pledge hereunder, and covenants that:
Representations, Warranties and Covenants of the Assignors. Each of GE Capital and Lone Star (a) represents and warrants to NBCU I 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 collectively the legal and beneficial owner of the Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims, and (iii) each of the persons signing, executing and delivering this Agreement on behalf of GE Capital and Lone Star is authorized to execute, sign and deliver this Agreement, (b) makes no other representation or warranty and assumes no responsibility with respect to any statements, representations and warranties made in or in connection with any Loan Documents and any other documents or instruments delivered pursuant thereto (including, without limitation, the Venture Pledge Agreement, the LP Security Agreement and any other Collateral Documents) or any other document or information provided in connection therewith and the existence, nature and 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 any Affiliate or Subsidiary of any Credit Party or the performance or nonperformance by any Credit Party of any obligations under any Loan Document and any other documents or instruments delivered pursuant thereto (including, without limitation, the Venture Pledge Agreement, the LP Security Agreement and any other Collateral Documents), and (d) confirms that it has delivered all Notes, affidavits and other possessory collateral required to be delivered to NBCU I pursuant to Section 5.01(c)(ii) of the Transaction Agreement.
Representations, Warranties and Covenants of the Assignors. The Assignors represent and warrant that on the date of the deposit by the Assignors of any Collateral in the Concentration Account, it will be the legal, record and beneficial owner of, and will have good and marketable title to, the Collateral, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other interests other than the lien created by this Agreement. The Assignors covenant and agree that they will defend the Collateral Agent's right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all Persons whomsoever; and the Assignors covenant and agree that they will have like title to and right to pledge any other property at any time hereafter pledged to the Collateral Agent as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Collateral Agent.
