The Assignor. (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby, and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (AeroVironment Inc), Exhibit (AeroVironment Inc), Credit Agreement (Arhaus, Inc.)
The Assignor. (a) represents and warrants that that: (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lienLien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby, and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to to: (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan DocumentPaper, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents Papers or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan DocumentPaper, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan DocumentPaper.
Appears in 2 contracts
Samples: Amendment Agreement (Vail Resorts Inc), Credit Agreement (Vail Resorts Inc)
The Assignor. (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Agreement and to consummate the transactions contemplated hereby, hereby and (iv) it is [not] a Defaulting LenderPurchaser; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Note Purchase Agreement or any other Loan Note Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Note Documents or any collateral thereunder, (iii) the financial condition of the BorrowerIssuers, any of its their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, Note Document or (iv) the performance or observance by the BorrowerIssuers, any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Note Document.
Appears in 1 contract
The Assignor. (a) represents and warrants that that: (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lienLien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby, and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to to: (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan DocumentPaper, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents Papers or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan DocumentPaper, or (iv) the performance or observance by the BorrowerXxxxxxxx, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan DocumentPaper.
Appears in 1 contract
Samples: Eighth Amended and Restated Credit Agreement (Vail Resorts Inc)