Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) makes no representation or warranty, express or implied, 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 other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any claim or encumbrance; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower in respect of any of the Obligations or any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]
Assignor’s Representations. Assignor represents and warrants to Assignee that:
Assignor’s Representations. Assignor represents to Assignee, Emeritus and Lessor that, as of the date of this Agreement, (i) to Assignor's actual knowledge, there is no default on the part of Lessor under the Lease; (ii) there is no default on the part of Assignor under the Lease or event, which, with the giving of notice or passage of time or both, would constitute an Event of Default under the Lease; (iii) the Lease is valid and in full force and effect and has not been modified, supplemented, or amended, nor to its actual knowledge, has Lessor assigned its interest in the Lease; (iv) to Assignor's actual knowledge, there are no existing or impending condemnation proceedings which could affect the Leased Property; (v) all Impositions (as defined in the Lease) are current and fully paid; and (vi) the amount of the current Minimum Rent (per month) and the date through which rent has been paid for the Lease and for the Related Leases is set forth in Exhibit "B" to this Agreement.
Assignor’s Representations. Assignor represents, warrants, and covenants to Assignee the following:
Assignor’s Representations. Assignor warrants that the Contracts are in full force and effect and fully assignable or may be assigned with consent of Confirming Party. Assignor further warrants that the contract rights transferred in this Assignment are free of lien, encumbrance or adverse claim.
Assignor’s Representations. The Assignor represents and warrants to the Trustee:
Assignor’s Representations a. Assignor is the Tenant under the Lease, a true and complete copy of which is attached hereto as Exhibit "A" and made a part hereof.
Assignor’s Representations. Assignor represents that:
Assignor’s Representations. Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto or the attachment, perfection or priority of any security interest or mortgage, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any claim or encumbrance; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations of any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto. Assignee's Representations. The Assignee (i) represents and warrants that (A) it is duly and legally authorized to enter into this Assignment and Acceptance, (B) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (C) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Sections 8.4 and 9.4 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (iii) agrees that it will, independently and without reliance upon the Assignor, the Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Cre...
Assignor’s Representations. The Assignor represents and warrants to the Security Trustee on the date specified above and on each day for the duration of this Assignment that:
