Common use of Assignor[s] Clause in Contracts

Assignor[s]. [Each][The] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [its][the] Assigned Interest, (ii) [its][the] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) except as set forth herein, makes no representation or warranty and assumes no responsibility with respect to (i) any statements, representations or warranties made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, validity, legality, enforceability, sufficiency, genuineness or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or any collateral thereunder, (iii) the performance or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or (iv) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or any other Loan Document.

Assignor[s]. [Each][TheThe][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [its][thethe][the relevant] Assigned Interest, (ii) [its][thethe][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment, and the outstanding balances of its Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (ivv) it is [not] not a Defaulting Lender; and (b) except as set forth herein, makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations or warranties made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, validity, legality, enforceability, sufficiency, genuineness or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Assignment and Assumption) or any collateral thereunder, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Restricted Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the CompanyBorrowers, any of its their Restricted Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or (iv) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of to the Credit Agreement or any other Loan DocumentAgreement.

Assignor[s]. [Each][TheThe][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [its][thethe][the relevant] Assigned Interest, (ii) [its][thethe][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it the sale and assignment of the Assigned Interest is [not] a Defaulting Lendermade by this Assignment and Assumption in accordance with the terms and conditions contained in the Credit Agreement; and (b) except as set forth herein, makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations or warranties made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, legality, enforceability, sufficiencygenuineness, genuineness sufficiency or value of, or of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the CompanyBorrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or (iv) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or any other Loan Document.

Assignor[s]. [Each][TheThe][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [its][thethe][the relevant] Assigned Interest, (ii) [its][thethe][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claimclaim created by [the][such] Assignor, and (iii) it has full all necessary power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lenderhereby; and (b) except as set forth hereinin clause (a) above, it makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations or warranties made in or in connection with the Credit Agreement or any other Loan Credit Document, (ii) the execution, legality, validity, legality, enforceability, sufficiencygenuineness, genuineness sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, the Credit Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant thereto or any collateral thereunderthereto, (iii) the financial condition of any Credit Party, any of their respective Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document, or (iv) the performance or observance by the Companyany Credit Party, any of its their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant thereto or (iv) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or any other Loan Documentthereto.

Assignor[s]. [Each][The] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [its][the] Assigned Interest, (ii) [its][the] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) except as set forth herein, makes no representation or warranty and assumes no responsibility with respect to (i) any statements, representations or warranties made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, validity, legality, enforceability, sufficiency, genuineness or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or any collateral thereunder, (iii) the performance or observance by the CompanyBorrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or (iv) the financial condition of the CompanyBorrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or any other Loan Document.

Assignor[s]. [Each][The] Each Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [its][the] its Assigned Interest, (ii) [its][the] such Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lenderhereby; and (b) except as set forth herein, makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations or warranties made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any collateral thereunder or the execution, legality, validity, enforceability, sufficiencygenuineness, genuineness sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, the any Credit Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant thereto or any collateral thereunderthereto, (iii) the financial condition of the Borrower, any other Loan Party, or any of their respective Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance or observance by the CompanyBorrower, any other Loan Party, or any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or (iv) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or any other Loan Document.

Assignor[s]. [Each][TheThe][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [its][thethe][the relevant] Assigned Interest, (ii) [its][thethe][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lenderhereby; and (b) except as set forth herein, makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations or warranties made in or in connection with the Credit Term Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, legality, enforceability, sufficiencygenuineness, genuineness sufficiency or value of, or of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, (iv) any requirements under applicable law for [the][each] Assignee to become a lender under the Term Loan Agreement or to charge interest at the rate set forth therein from time to time or (v) the performance or observance by the CompanyBorrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or (iv) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or any other Loan Document.