Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any claim or encumbrance; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower in respect of any of the Obligations or any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]
Assignor’s Representations. Assignor represents to Assignee, Emeritus and Lessor that, as of the date of this Agreement, (i) to Assignor's actual knowledge, there is no default on the part of Lessor under the Lease; (ii) there is no default on the part of Assignor under the Lease or event, which, with the giving of notice or passage of time or both, would constitute an Event of Default under the Lease; (iii) the Lease is valid and in full force and effect and has not been modified, supplemented, or amended, nor to its actual knowledge, has Lessor assigned its interest in the Lease; (iv) to Assignor's actual knowledge, there are no existing or impending condemnation proceedings which could affect the Leased Property; (v) all Impositions (as defined in the Lease) are current and fully paid; and (vi) the amount of the current Minimum Rent (per month) and the date through which rent has been paid for the Lease and for the Related Leases is set forth in Exhibit "B" to this Agreement.
Assignor’s Representations. Assignor warrants that the Contracts are in full force and effect and fully assignable or may be assigned with consent of Confirming Party. Assignor further warrants that the contract rights transferred in this Assignment are free of lien, encumbrance or adverse claim.
Assignor’s Representations a. Assignor is the Tenant under the Lease, a true and complete copy of which is attached hereto as Exhibit "A" and made a part hereof.
b. The Lease embodies the entire agreement and understanding between the parties thereto with respect to the Premises and the Lease is in full force and effect and has not been amended, modified, supplemented or superseded, except as shown in Exhibit "A", nor has Assignor's interest in the Lease and/or the Premises previously been assigned, sublet or otherwise transferred, nor has Assignor entered into any agreement to expand the Premises, extend the term of the Lease or terminate the Lease, except as shown in Exhibit "A".
c. The termination date of the present term of the Lease is December 31, 2003.
d. All rent, taxes and other charges recited in the Lease have been paid to the extent the same were payable prior to the Effective Date and no such rent or other charges have been prepaid.
e. As of the Effective Date, there is no defense, offset, claim or counterclaim by or in favor of Assignor against the obligations of Assignor under the Lease or otherwise.
f. To the best of Assignor's knowledge, as of the Effective Date there is no defense, offset, claim or counterclaim by or in favor of Landlord against the obligations of Landlord under the Lease or otherwise.
g. As of the Effective Date, there is no default of Assignor under the Lease and no event has occurred and is continuing which with the giving of notice or passage of time or both would constitute a default or violation of the Lease by Assignor.
h. Assignor has not received notice of any lien, sale, transfer, assignment, hypothecation or pledge of the Lease or the Premises.
i. There is no suit, action, proceeding or audit pending at law or in equity or before or by any court, administrative agency or other governmental authority, or, to the knowledge of Assignor, threatened against or affecting the undersigned or the Premises which brings into question the validity of the Lease or which if determined adversely against Assignor might impair the interest of Assignee under the Lease.
j. To the best of Assignor's knowledge, there is no fact which materially or adversely affects or in the future may materially or adversely affect the condition or operation of Assignee's business in the Premises under the Lease.
k. Assignor has not used and is not aware of any individual or entity who has used the Premises for any activities which, directly or indirectly, involve the use, ...
Assignor’s Representations. The Assignor (i) represents and warrants that (A) it is legally authorized to enter into this Assignment and Acceptance, (B) the Assignor's portion of the outstanding Term Loan and its Term Loan Percentage are sufficient to give effect to this Assignment and Acceptance, (ii) makes no representation or warranty, express or implied, and assumes and shall have no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto or the attachment, perfection or priority of any security interest or mortgage, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any claim or encumbrance; (iii) makes no representation or warranty and assumes and shall have no responsibility with respect to the financial condition of any of the Companies or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by any of the Companies or any other Person primarily or secondarily liable in respect of any of the Obligations of any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (iv) attaches hereto the Term Note delivered to it under the Credit Agreement. The Assignor requests that the Borrowers exchange the Assignor's Term Note for new Term Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of the Order of: Term Note ------------- --------- Assignor $6,397,222.22 Assignee $3,402,777.78
Assignor’s Representations. With respect to each Lease, Assignor represents to Assignee that: (a) a correct and complete copy of the Lease has previously been made available to Assignee and the Lease is in full force and effect; (b) Assignor’s interest in the Lease is free and clear of any liens, encumbrances, or adverse interests of third parties created by or on account of Assignor; (c) Assignor has full and lawful authority to assign its interest in the Lease; (d) to Assignor’s knowledge, there is no breach, default, or violation by Assignor under the Lease or any circumstances which by lapse of time or after notice or both would be a breach, default, or violation by Assignor under the Lease; and (e) the rent and all other amounts due under the Lease have been paid through the date specified on Schedule 1.
Assignor’s Representations. Assignor represents and warrants:
(i) that Assignor is the exclusive owner of the Trademarks,
(ii) that Assignor possesses all rights, title and interest in and to the Trademarks,
(iii) that Assignor has the power to enter into this Assignment,
(iv) that to the best of Assignor’s knowledge, as of the Effective Date the Trademarks do not infringe on the rights of any other person or entity,
(v) that to the best of Assignor’s knowledge, as of the Effective Date the rights transferred in this Assignment are free of any lien, encumbrance or adverse claim, and
(vi) that Assignor has made a good faith effort to use the Trademarks in a way which would permit registration, and that the Trademarks have not been abandoned by the Assignor.
Assignor’s Representations. Assignor represents and warrants to and for the benefit of Assignee and Lender that as of the date hereof:
(a) The execution, delivery and performance of this Assumption has been duly authorized by the governing authorities of Assignor and no other action of Assignor or any other party related to Assignor is a prerequisite to the execution, delivery and performance of this Assumption.
(b) The Loan Documents are in full force and effect.
(c) The Loan Documents have not been amended, modified, supplemented or assigned except as set forth herein.
(d) There are no defaults nor any events, which with the passage of time or notice, shall constitute a default by Assignor under the Loan Documents.
(e) Assignor has no defense as to any of its obligations under the Loan Documents.
(f) The representations and warranties contained in the Loan Documents are true, correct and complete as of the date hereof.
Assignor’s Representations. 2.01 The Assignor represents and warrants to the Assignee that:
a. the Option Agreement is in good standing;
b. the Assignor has full right and absolute authority to enter into the terms of this Agreement without first obtaining the consent of any person or body corporate;
c. the Option Agreement is valid and enforceable free and clear of all liens, charges and encumbrances.
2.02 The representations and warranties of the Assignor set out in subsection 2.01 above form a part of this Agreement and are conditions upon which the Assignee has relied in entering into this Agreement and shall survive the acquisition of any interest in the subject matter of this Agreement by the Assignee.
2.03 The Assignor will indemnify and save the Assignee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by him and contained in this Agreement.
2.04 The Assignor acknowledges and agrees that the Assignee has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to the Assignee shall limit or extinguish the right to indemnity hereunder, and, in addition to any other remedies he may pursue, the Assignee may deduct the amount of any such loss or damage from any amounts payable by him to the Assignor hereunder.
Assignor’s Representations. Assignor represents and warrants to Assignee as follows:
(a) The Assignor has good, valid and marketable title to the Promissory Note, free and clears from all Security Interests or encumbrances.
(b) The Assignor has not assigned, pledged, hypothecated or otherwise encumbered the Promissory Note. Upon delivery of the original Promissory Note and this duly executed assignment to the Purchasers pursuant to this Agreement, the Purchasers will acquire valid title thereto, free and clear of any Security Interests.
(c) The Assignor has not received any payments of principal or interest under the Promissory Note, nor has Assignor compromised, forgiven or otherwise reduced the amount of principal and interest due under the Promissory Note.
(d) The issuance and delivery of the Promissory Note to the Assignor was duly authorized by all requisite corporate action and the Promissory Note constitutes a legal, valid and binding obligation of the Company and is enforceable with respect to the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, priority or other laws or court decisions relating to or affecting generally the enforcement of creditors' rights or affecting generally the availability of equitable remedies.
