Assignee’s Representations and Warranties Clause Samples

Assignee’s Representations and Warranties. The Assignee represents and warrants to and covenants with the Assignor that:

Assignee’s Representations and Warranties. Assignee hereby represents and warrants to Assignor that: (i) Assignee is a limited partnership, organized, validly existing and in good standing under the laws of the State of Delaware, (ii) Assignee has all requisite limited partnership power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and each other agreement executed and delivered by Assignor in connection herewith, (iii) this Agreement has been duly authorized, executed and delivered by Assignee and constitutes the legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms; and (iv) Assignee has obtained all necessary consents, releases and agreements required to enter into this Agreement and to consummate the transactions contemplated hereby.

Assignee’s Representations and Warranties. In consideration of Assignor entering into this Agreement and as an inducement to Assignor to sell Assignor's interest in the Limited Partnership Interest to Assignee, Assignee represents and warrants to Assignor as to each of the matters described in Section 5 of the Master Agreement, with the same force and effect as if such representations and warranties were set forth herein, and such representations and warranties are hereby incorporated by reference herein.

Assignee’s Representations and Warranties. The Assignee, for the benefit of the Assignor, the Borrower and the Agent on behalf of the Lenders, (i) represents and warrants that (A) it is duly and legally authorized to enter into this Assignment and Assumption Agreement, (B) the execution, delivery and performance of this Assignment and Assumption Agreement do not conflict with any provision of law or of the charter or by-laws or other constitutional documents 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 Assumption Agreement, 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 Warehouse Agreement, together with copies of the most recent financial statements of the Borrower and/or the Servicers delivered pursuant to the terms of the Warehouse Agreement and/or any other Loan Documents 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 Assumption Agreement; (iii) agrees that it will, independently and without reliance upon the Assignor, the Agent or any other Lender 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 Warehouse Agreement; (iv) represents and warrants that on the Effective Date, it is not a “Competitor” and 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 Warehouse Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (vi) represents and warrants as of the date hereof, as provided in Section 6.02 of the Warehouse Agreement; (vii) agrees to be bound by the provisions of Article X of the Warehouse Agreement; (viii) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Warehouse Agreement are required to be performed by it as a Lender; (ix) agrees to be bound by all provisions of the Warehouse Agreement applicable to [the holder ...

Assignee’s Representations and Warranties. By its execution of this Agreement, ASSIGNEE represents and warrants to ASSIGNOR that the following statements are true and accurate, as of the execution date of this Agreement, the Effective Date and the Closing Date.

Assignee’s Representations and Warranties. Assignee represents and warrants to Assignor and Lessee that: 4.1 [Assignee is a “citizen of the United States” within the meaning of the Federal Aviation Act of 1958, as amended, and as recodifed in Subtitle VII of Title 49 of the United States Code, and the regulations thereunder (including with respect to voting trust or other voting rights arrangements).] 4.2 Assignee is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [ ] and has the power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement. 4.3 This Agreement has been duly authorized all necessary corporate action on the part of Assignee and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignee with any of the terms and provisions hereof does or will contravene any law applicable to Assignee, conflict with the constitutional documents of Assignee, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignee under, any material credit agreement or instruments or other agreement or instruments to which Assignee is a party or by which Assignee or its properties or assets are bound. 4.4 Assignee has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignee. 4.5 This Agreement has been duly executed and delivered by Assignee and constitutes a legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 4.6 [Assignee has a tangible net worth (determined in accordance with GAAP) of at least Fifteen Million Dollars ($15,000,000)][or][Assignee’s debt obligations have an investment grade rating of [ ] according to [▇▇▇▇▇’▇ Investors Services, Inc./Standard & Poor’s Corporation.] [representation to be made in the alternative; or made with respect to a guarantor meeting either such standard;...

Assignee’s Representations and Warranties. Assignee represents and warrants to Assignor that:

Assignee’s Representations and Warranties. The Assignee represents and warrants that it properly treats, and will continue to treat, the transfer of any Assigned Interest to the Assignee for all purposes as a purchase on all of its relevant books and records (including for tax and accounting purposes).

Assignee’s Representations and Warranties. Assignee represents and warrants to Assignor as follows: