Common use of Representations at Closing Clause in Contracts

Representations at Closing. At any RoFR Closing, the Sellers shall represent and warrant in writing to American III only that the Sellers (i) are the sole beneficial and record owners of the Offered Interests and have good title thereto free and clear of all Liens (other than restrictions imposed pursuant to this Agreement or under any applicable securities laws and other than Liens under or pursuant to the Senior Credit Facility and the other Loan Documents (as defined therein)) and (ii) have full power and authority to sell the Offered Interests without conflict with the terms of any Applicable Law, order or agreement or instrument binding upon them or their assets. The Sellers shall deliver to American III such customary instruments of assignment with respect to the Offered Interests as may be reasonably requested by American III to vest in American III all right, title and interest therein.

Representations at Closing. At any RoFR Closing, the Sellers shall represent and warrant in writing to American III II only that the Sellers (i) are the sole beneficial and record owners of the Offered Interests and have good title thereto free and clear of all Liens (other than restrictions imposed pursuant to this Agreement or under any applicable securities laws and other than Liens under or pursuant to the Senior Credit Facility and the other Loan Documents (as defined therein)) and (ii) have full power and authority to sell the Offered Interests without conflict with the terms of any Applicable Law, order or agreement or instrument binding upon them or their assets. The Sellers shall deliver to American III II such customary instruments of assignment with respect to the Offered Interests as may be reasonably requested by American III II to vest in American III II all right, title and interest therein.