Representations and Warranties: Assignee. Assignee represents and warrants to Assignor and Vendor as of the Effective Date as follows:
Representations and Warranties: Assignee. At each Closing, the Assignee represents and warrants to the Assignor as follows:
Representations and Warranties: Assignee. Assignee hereby represents and warrants to Assignor that (a) it is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and is qualified in each jurisdiction required in order to execute, deliver and perform this Agreement, (b) Assignee has the full power and authority to enter into and consummate the transactions contemplated by this Agreement without the consent of any third party, and is authorized to execute, deliver and perform this Agreement, and the person or persons signing this Agreement on behalf of Assignee have been duly authorized to sign this Agreement on behalf of Assignee, (c) this Agreement constitutes a valid, legal and binding agreement of Assignee enforceable against Assignee in accordance with its terms subject to (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity which may apply regardless of whether a proceeding is brought in law or in equity, (d) all actions (including, without limitation, all internal approvals) necessary to authorize the execution, delivery, and performance of this 4641-007 Doc#45 Agreement on behalf of Assignee have been duly taken, and all such actions continue in full force and effect as of the date hereof, and Assignee has duly executed and delivered this Agreement, (e) there are no conditions precedent to the effectiveness of this Agreement as against Assignee that have not been satisfied or waived, (f) the execution and delivery of this Agreement and the performance of Assignee's obligations hereunder, will not (i) violate Assignee's organizational documents, (ii) constitute a default under, or result in the breach of, any material agreement or instrument to which Assignee is a party or to which any of Assignee's assets are subject, or (iii) to Assignee's knowledge, constitute a violation by Assignee of any statute, law or regulation that is applicable to Assignee, which, in each case, would materially and adversely affect Assignee's ability to carry out the transactions contemplated by this Agreement, and (g) Assignee satisfies one or more of the criteria set forth in the definition of “Qualified Transferee” in the Intercreditor Agreement.
Representations and Warranties: Assignee. Assignee represents and warrants that it has the legal right and capacity to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder; and that this Agreement has been duly executed and delivered by Assignee and constitutes the valid and binding obligation of Assignee, enforceable against it in accordance with its terms.
