Assignee’s Representations Sample Clauses
Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent 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 Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreement.
Assignee’s Representations. Assignee hereby represents and warrants to the Assignor and PharmaKinetics as follows:
(a) Assignee intends to acquire Shares, Warrants, Contingent Warrants, and Conversion Shares for his own account. All Shares, Warrants, Contingent Warrants, and Conversion Shares to be acquired by Assignee will be acquired by it for investment and not with a view to distribution or resale thereof. Assignee understands and agrees that, until registered under the Securities Act or transferred pursuant to Rule 144 under the Securities Act, all certificates representing all Shares, Warrants, Contingent Warrants or Conversion Shares acquired by Assignee shall bear a legend reading substantially as follows: The securities represented by this certificate have not been registered under the Securities Act of 1933 or applicable state securities laws. These securities may not be offered for sale, sold, delivered after sale, transferred, pledged or hypothecated in the absence of an effective registration statement covering such securities under the Act and any applicable state securities laws, or the availability of an exemption from registration thereunder.
(b) Assignee or his representatives have had the opportunity to ask questions of and receive answers from management of PharmaKinetics concerning PharmaKinetics' business, assets, financial condition, results of operations, and liabilities.
(c) Assignee is an accredited investor as defined in Regulation D under the Securities Act. Assignee, himself or through his representatives, has the requisite knowledge and experience in financial and business matters to render him fully capable of evaluating the merits and risks of the purchase of the Shares and Warrants. Assignee can bear the economic risks of his investment and can afford a complete loss of his investment.
(d) Assignee has obtained each required authorization, consent, approval, license, qualification, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, necessary in connection with (i) the execution and delivery by Assignee of this Assignment Agreement, (ii) his purchase of Shares, Warrants and Contingent Warrants, and (iii) his performance of his obligations under this Assignment and the obligations under the Purchase Agreement that he is assuming pursuant to this Assignment Agreement.
Assignee’s Representations. Assignees jointly and severally --------------------------- represent, warrant and covenant to Assignor the following:
(a) Except with respect to a breach of the representations and warranties specifically made by Assignor in Section 7 of this Agreement or an action for specific performance if Assignor improperly fails or refuses to consummate the Closing under this Agreement, that, to the extent Assignees have or may have any claims, rights or recourse against Assignor relating to the indebtedness of the Borrower, or this Agreement, Assignees fully release Assignor from and against any and all such liability, intend this Agreement to be a full and final accord and satisfaction of any such claims, rights, or recourse, known or unknown, and acknowledge that they are familiar with Section 1542 of the California Civil Code, and hereby waive and relinquish any right or benefit they have or may have under Section 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.
(b) That Assignees have conducted their own investigation and analysis of the Borrower and the Loan Documents and are not relying on any representations or warranties of Assignor, except for those representations and warranties specifically made by Assignor in Section 7 of this Agreement.
(c) If Assignor must disgorge the payment of the Purchase Price, or any portion thereof, Assignor receives from Assignees, Assignees shall immediately reconvey, assign and transfer to Assignor all right, title and interest in the Loan Documents, or the respective portion thereof, and take all further necessary actions to ensure and protect the rights of Assignor. If Assignor must disgorge any amounts received from Borrower prior to the Closing, Assignees shall assign to Assignor such rights in the Loan Documents as Assignor reasonably requests to enforce the Loan Documents with respect to such disgorged amount.
Assignee’s Representations. 3.01 The Assignee warrants and represents to the Assignor that it is a body corporate, duly incorporated under the laws of the Province of British Columbia with full power and absolute capacity to enter into this Agreement and that the terms of this Agreement have been authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof.
Assignee’s Representations. 1.5.1. The Assignee represents and warrants to the Lessor that the person or persons signing this agreement on the Assignee’s behalf have the authority to bind the Assignee to this agreement.
1.5.2. The Assignee makes the same representations and warranties (with any necessary changes in points of detail) to the Lessor that the Lessee made in the Lease.
Assignee’s Representations. The Assignee (i) represents and warrants that (A) it is duly and legally authorized to enter into this Assignment and Acceptance, (B) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any ----------
Assignee’s Representations. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Assignee, Assignee hereby represents and warrants to Assignor and the GWCCA, as of the Effective Date, as follows:
Assignee’s Representations. Assignee represents that it is a corporation in -------------------------- good standing under Florida law and is qualified to transact interstate business in California and the person signing this Assignment on behalf of Assignee has the full power and authority to bind Assignee to this Assignment.
Assignee’s Representations. Assignee represents and warrants to and for the benefit of Lender that:
(a) Assignee is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, duly qualified to transact business in, and in good standing under the laws of, the State of Arizona. Assignee is member managed. The sole member of Assignee is TNP SRT NORTHGATE PLAZA TUCSON HOLDINGS, LLC, a Delaware limited liability company (“NPT Holdings”).
(b) NPT Holdings is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with the requisite limited liability company power and authority to be the sole member of Assignee.
(c) TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, is the sole member of NPT Holdings (“Sole Member”).
(d) Sole Member is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, with the requisite partnership power and authority to be the sole member of NPT Holdings. The sole general partner of Sole Member is TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation (“General Partner”).
(e) General Partner is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland.
(f) Assignee has delivered to Lender true, correct and complete copies of its Certificate of Formation and Operating Agreement, and any amendments thereto, and such documents have not been further modified, amended or otherwise changed since the date thereof and all documents required to be filed in connection with the conduct of Assignee’s business have been filed in all appropriate offices.
(g) NPT Holdings has delivered to Lender true, correct and complete copies of its Certificate of Formation and Operating Agreement, and any amendments thereto, and such documents have not been further modified, amended or otherwise changed since the date thereof and all documents required to be filed in connection with the conduct of NPT Holdings’ business have been filed in all appropriate offices.
(h) Sole Member has delivered to Lender true, correct and complete copies of its Certificate of Limited Partnership and Form of Limited Partnership Agreement, and such documents have not been further modified, amended or otherwise changed since the date thereof and all documents required to be filed in connection with the conduct of Sole Member’s business have been ...
Assignee’s Representations. Assignee represents and warrants that Assignee has full right, authority and power to enter into this Agreement and assume the Lease, subject to any consent which may be required under the Lease.