Assignee Representations. That Assignee warrants and represents to, and covenants with, the Assignor, the Custodian and the Company that:
Assignee Representations. Assignee hereby represents and warrants that:
Assignee Representations. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Assumption Agreement; (ii) confirms that it has received copies of the Agreement and the other Loan Documents, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement; (iii) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Agreement and the Notes or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty; (iv) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Bank and based on 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 Agreement and the other Loan Documents; and (v) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Agreement are required to be performed by it as a Bank.
Assignee Representations. The Assignee, by entering into this Agreement, agrees to the terms of Section 5 of the Loan Agreement as if fully incorporated herein.
Assignee Representations. As of the Effective Time, Assignee hereby represents and warrants to Assignor that:
Assignee Representations. If the representations in Section 4.4 as they apply to the Buyer Assignee (it being understood that the Overlap exceptions set forth in Section 4.4 shall not apply to the Buyer Assignee) are materially inaccurate and, as a result of such inaccuracy, the grant of the FCC Consent would reasonably be expected to be materially delayed.
Assignee Representations. Assignee represents to Assignor that it has reviewed the Lockup Agreement and Registration Rights Agreement, and has obtained, to the extent Assignor deems necessary, legal advice with respect to the transactions contemplated hereunder, the effects of entering into this Assignment, and the consequences of being bound by the terms and conditions of the Lockup Agreement and Registration Rights Agreement.
Assignee Representations. Assignee has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations as provided herein. The execution and delivery of this Agreement and the performance by Assignee of its obligations hereunder in accordance with the terms hereof has been authorized by all necessary corporate action on the part of Assignee and does not result in a violation of any loan agreement, mortgage, indenture or other material agreement to which Assignee is a party.
Assignee Representations. Assignee hereby represents and warrants to the Company and Buyer that:
Assignee Representations. (a) The Assignee is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing in all jurisdictions where necessary in light of the business it conducts (including without limitation performance of its obligations under the Assigned Agreement) and the properties it owns.
