Representations and Warranties of Assignors. Each Assignor (i) represents and warrants that (A) it is the legal and beneficial owner of the interests that it is assigning under clause (a) above, (B) such interests are free and clear of any lien, encumbrance or other adverse claim and (C) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby; and (ii) assumes no responsibility with respect to (A) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (B) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (C) the financial condition of the Borrower, its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (D) the performance or observance by the Borrower, its Subsidiaries or Affiliates or any other Person of any of its obligations under any Loan Document.
Representations and Warranties of Assignors. Assignors hereby represent and warrant that (i) they are the legal and direct holders of the Registration Rights, (ii) they have not assigned or purported to assign any right with respect thereto to any person or entity, and (iii) no other person or entity has any right, title or interest in or to the Registration Rights.
Representations and Warranties of Assignors. Each Assignor represents and warrants to the Assignees as follows:
Representations and Warranties of Assignors. Subject to Section 3.3, each Assignor hereby represents and warrants, severally and jointly, to the Company and USFS that:
Representations and Warranties of Assignors. Assignors hereby jointly and severally represent and warrant to Assignee, as a material inducement to Assignee to accept this Assignment and to make the Loan, that:
Representations and Warranties of Assignors. Each Assignor hereby represents and warrants to the other parties that, as of the date hereof:
Representations and Warranties of Assignors. Each Assignor hereby represents and warrants to NB Group with respect to itself and not with respect to the other Assignor that, except (i) as set forth on the corresponding section of the disclosure schedules delivered by Assignors to NB Group simultaneously with the execution of this Agreement (the “Disclosure Schedules”), or (ii) with respect to any Excluded Assets or Excluded Liabilities:
Representations and Warranties of Assignors. Assignor hereby represents and warrants to Assignee that as of the date hereof: Assignor is the sole owner and holder of the Note and is a party to or the beneficiary of the Security Documents, all of which are, to Assignor's knowledge, in full force and effect. To Assignor's knowledge, none of the provisions of the Note or any of the Security Documents have been amended, modified, extended, waived, released or renewed. Assignor has not previously sold, transferred or assigned any of its right, title or interest in the Note or Security Documents to any other person or entity. The unpaid principal balance of the Note as of May 31, 2002 is $9,995,456 and accrued and unpaid interest thereon as of such date is approximately $65,000. To the knowledge of Assignor, the Company has no defenses to, or rights of offset against its obligations under, the Notes or the Security Documents. Assignor has taken all requisite corporate or other action to authorize Assignor to execute and deliver this Agreement and to permit it make the Assignment as contemplated hereby. This Agreement has been duly executed by Assignor and constitutes the valid, binding and enforceable obligation of Assignor, except as may be limited by applicable bankruptcy, insolvency, or other laws of general application relating to the enforcement of creditor's rights. No authorization, approval or consent of, or notice to, any person under the provisions of the organizational documents of Assignor, or under any other relevant agreements, documents or instruments of Assignor, or under applicable law that has not been obtained or given is required to be obtained or given as of the date hereof with respect to the execution and delivery by Assignor of this Agreement, the consummation by Assignor of any transaction contemplated hereby or the performance and discharge by Assignor of its obligations hereunder. Assignor is acquiring the Shares for its own account and for investment purposes only; provided, however, nothing contained herein shall limit or prohibit Assignor from making a pro rata distribution of such Shares to its shareholders. Assignor is not acquiring the Shares with a view to dividing its participation with others or with a view to or in connection with any offering or distribution in violation of Section 5 of the Securities Act of 1933, as amended (the "Act"), or any other applicable federal or state securities laws; provided, however, nothing contained herein shall limit or prohibit Assigno...
Representations and Warranties of Assignors. Each Assignor (i) represents and warrants that, as of the Effective Date, its Commitment Amount, Applicable Commitment Percentage and the aggregate outstanding principal amount of the Syndicated Loans owing to it (without giving effect to assignments thereof set forth in this Agreement) are correctly set forth beneath each Assignor's signature on the attached signature pages under the heading "Before the Effective Date"; (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any of the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any of the Loan Documents or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under the Credit Agreement or any of the Loan Documents or any other instrument or document furnished pursuant thereto.
Representations and Warranties of Assignors. Each Assignor hereby represents and warrants unto Assignee that each and every one of the following statements is true, correct, and complete in all material respects as of the date of this Agreement and will be true, correct, and complete in all material respects as of the Closing Date; provided, that the representations and warranties of each Assignor relate solely to such Assignor except where noted below:
