Assignor’s Representations and Warranties. Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.
Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee and Lessee that:
5.1 Assignor is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [_______] and has the ______ power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement.
5.2 This Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignor with any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents of Assignor, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments to which Assignor is a party or by which Assignor or its properties or assets are bound.
5.3 Assignor has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignor.
5.4 This Agreement has been duly executed and delivered by Assignor and constitutes a legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee that:
Assignor’s Representations and Warranties. Assignor hereby represents and warrants to Assignee as of the date hereof that:
(1) Assignor is the sole owner of the Partnership Interests identified on Exhibit A of the Exchange Offer.
(2) Assignor has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have 92
(3) To the best of Assignor's knowledge, there is no litigation, proceeding or action pending or threatened against or relating to Assignor which might materially and adversely affect Assignor or which questions the validity of this Agreement or any action taken or to be taken by Assignor pursuant hereto.
(4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or constitute a default under any term or provision of any agreement, instrument or lease to which Assignor is a party.
(5) Neither Assignor, nor, to the best of Assignor's knowledge any prior owner of the Beachwood Marriott, Buffalo Marriott, or Columbus Marriott (collectively the "Boykxx Xxxriott Hotels") has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge of the Release (as hereinafter defined) or existence of any Hazardous Substances on or about the Boykxx Xxxriott Hotels or property surrounding the Boykxx Xxxriott Hotels which might affect the Boykxx Marriott Hotels; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the Boykxx Xxxriott Hotels or on property surrounding the Boykxx Xxxriott Hotels which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as of the date of this Agreement and all rules and regulations promulgated thereunder, including, but not limited to: the Comprehensive Environm...
Assignor’s Representations and Warranties. The Assignor represents and warrants to and covenants with the Assignee that:
Assignor’s Representations and Warranties. The Assignor:
(a) represents and warrants that it is the legal and beneficial owner of the Assigned Interest assigned by it hereunder and that such Assigned Interest is free and clear of any lien or security interest; and
(b) makes no representation or warranty, other than as provided in this Assignment and Acceptance, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto.
Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee that:
(a) the Lease is in full force and effect, unmodified except as provided in this Agreement;
(b) Assignor’s interest in the Lease is free and clear of any liens, encumbrances or adverse interests of third parties;
(c) Assignor possesses the requisite legal authority to assign its interest in the Lease as provided herein.
(d) There are no sums due and owing by Assignor under the Lease as of the effective date hereof, and there exists no condition of default thereunder.
Assignor’s Representations and Warranties. By its execution of this Agreement, ASSIGNOR represents and warrants to ASSIGNEE that the following statements are true and accurate, as of the execution date of this Agreement, the Effective Date and the Closing Date.
Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee that the following matters are true as of the Effective Date:
(i) Assignor is duly organized and legally existing under the laws of the State of California, (ii) the execution and delivery by Assignor of, and Assignor’s performance under, this Assignment Agreement and the instruments and documents referenced herein are within Assignor’s powers and have been duly authorized by all requisite corporate action, and (iii) the person executing this Assignment Agreement and the instruments and documents referenced herein on behalf of Assignor has the authority to do so.
B. Assignor is a “United States Person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended.
C. This Assignment Agreement constitutes (and all agreements, instruments and documents to be executed and delivered by Assignor pursuant to this Assignment Agreement shall be) the legal, valid and binding obligation of Assignor enforceable in accordance with its terms, subject to laws applicable generally to creditor’s rights. Performance of this Assignment Agreement will not result in any breach of, or constitute a default under, any agreement or other instrument, judicial or administrative order or judgment to which Assignor is a party or by which Assignor or any portion of the Property might be bound.
D. Assignor has received no written notice from any governmental agency that the Property or the current use and operation thereof violate any applicable federal, state or municipal law, statute, code, ordinance, rule or regulation (including those relating to environmental matters), except with respect to such violations as have been fully cured prior to the date hereof.
E. Assignor has not received written notice from any governmental agency of any currently pending condemnation, zoning or other land-use regulation proceedings relating to the Property which would affect the use or operation of the Property or any portion thereof.
F. Assignor has not received service of process with respect to any litigation that has been filed against Assignor that arises out of the occupancy of the Property and would materially affect the Property or the use thereof, or Assignor’s ability to perform hereunder. There are no proceedings or claims pending, or to Assignor’s knowledge, contemplated or threatened, before any court, commission, regulatory body, administrative agency or other governmental or quasi-governmental body with respect ...
Assignor’s Representations and Warranties. Installation Assignor represents, warrants, and agrees as follows as of the Effective Date:
(a) Installation Assignor is the legal and equitable owner and holder of the Warranty Agreement;
(b) The Warranty Agreement has not been assigned or hypothecated by Installation Assignor in any manner, except to Assignee;
(c) Buyer has made all payments of principal, finance charges, and any other amounts due, if any, under the Home Improvement Agreement;
(d) Any liens are valid against the property described in the Credit Agreement and the Warranty Agreement;
(e) The collateral subject to the Credit Agreement and the Warranty Agreement has been well maintained and is in good operating condition and repair, ordinary wear and tear excepted, and is free from defects other than such minor defects as do not interfere with the intended use or materially adversely affect its resale value;
(f) There are no defaults by Buyer or Installation Assignor presently existing under the Warranty Agreement, and Installation Assignor knows of no claims or offsets that Buyer may have against the payment of indebtedness under the Credit Agreement, or performance of the Warranty Agreement;
(g) Installation Assignor has full right, power and authority to transfer and convey the Warranty Agreement and to execute this Assignment; and
(h) Upon the Interconnection Date, Assignee will be the legal and equitable owner of the Warranty Agreement, free of all liens or other encumbrances.
