Common use of Assignee’s Representations Clause in Contracts

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. Assignees jointly The Assignee hereby represents and severally --------------------------- representwarrants to the Assignor and its successors and assigns, warrant and covenant to Assignor the followingthat: (a) Except A. The Assignee has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has obtained all consents and approvals, and, to the best of its knowledge, made all registrations required in connection herewith. B. This Agreement and any documents to be executed and delivered in connection herewith have been duly authorized by the Assignee, are valid and enforceable against the Assignee in accordance with their terms and are not in contravention of any law, rule, regulation or agreement by which the Assignee is bound. C. The Assignee has made such examination, review and investigation of facts and circumstances necessary to evaluate the Assigned Interest as it has deemed necessary or appropriate. D. The Assignee has made its credit determination and analysis based upon such information as the Assignee deems sufficient to enter into this Agreement and not based on any statements or representations by the Assignor except as expressly set forth herein. E. The sale of the Assigned Interest hereunder is made without recourse, representation or warranty of any kind, except as expressly set forth in this Agreement. F. The Assignee is a sophisticated investor with respect to a breach the Assigned Interest, has adequate information concerning the business and financial condition of the representations Borrower to make an informed decision regarding the Assigned Interest, and warranties specifically has independently, without reliance upon the Assignor and based on such information as it deemed appropriate, made by Assignor in Section 7 of this Agreement or an action for specific performance if Assignor improperly fails or refuses its own analysis and decision to consummate the Closing under enter into this Agreement, that, to the extent Assignees have or may have any claims, rights or recourse against Assignee acknowledges that the Assignor relating to has advised 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 Assignee 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 Borrower is in default 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 the Loans are not relying on any representations or warranties of Assignor, except for those representations due and warranties specifically made by Assignor in Section 7 of this Agreementowing. (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. Assignees jointly Assignee represents and severally --------------------------- represent, warrant warrants to and covenant to for the benefit of Assignor the followingand Lender that: (a) Except Assignee has delivered to Lender a true, correct and complete copy of its Operating Agreement. The Operating Agreement has not been modified, amended or otherwise changed since the date thereof and all documents required to be filed in connection with respect the conduct of Assignee's business have been filed in the appropriate offices; (b) All statements, representations, and warranties contained in any writing previously delivered by Assignee to a breach Lender in connection with the transfer of the representations Loan are true and warranties specifically made by Assignor correct in Section 7 all material respects, and all obligations of this Agreement or an action for specific performance if Assignor improperly fails or refuses to consummate the Closing under this Agreement, that, Assignee and all conditions to the extent Assignees making of the transfer of the Loan have been performed and satisfied; (c) There have been no material adverse changes, financial or otherwise, in the condition of Assignee from that submitted to Lender by Assignee or in any supporting data submitted therewith, and all of the information contained therein is true and correct; (d) There is no claim, investigation, litigation or condemnation proceeding pending or threatened against Assignee except as heretofore disclosed in writing to Lender; (e) There is no judgment, decree, or order of any court or governmental or administrative agency or instrumentality which has been issued against Assignee and which has or may have any claimsmaterial effect on the Property or on the business of Assignee, rights or recourse against Assignor relating except as have been heretofore disclosed to Lender in writing; (f) This Assumption and all other documents required to be executed by Assignee pursuant to the indebtedness terms hereof have been duly authorized, executed and delivered and the Assumption and Loan Documents constitute valid and binding obligations of Assignee enforceable in accordance with their respective terms. No approval, consent, order or authorization of any governmental authority and no designation, registration, declaration or filing with any governmental entity is required in connection with the execution and delivery by Assignee of the Borrower, Assumption 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 the assumption 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.Loan Documents; and (bg) That Assignees have conducted their own investigation and analysis The assumption of the Borrower and the Loan Documents and are will not relying on violate or contravene any representations agreement, indenture, or warranties instrument to which Assignee is a party or by which it or the Property may be bound, or be in conflict with, result in a breach of, or constitute a default under any such agreement, indenture, or other instrument, or result in the creation or imposition of Assignorany lien, except for those representations and warranties specifically made by Assignor in Section 7 charge, or encumbrance of this Agreement. (c) If Assignor must disgorge the payment any nature whatsoever upon any of the Purchase Price, property or any portion thereof, Assignor receives from Assignees, Assignees shall immediately reconvey, assign and transfer to Assignor all right, title and interest in assets of Assignee except as contemplated by the provisions of the Loan Documents, and no action 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 approval with respect to such disgorged amountthereto by any third person is required.