Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any collateral thereunder, (iii) the financial condition of any Loan Party, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement, or (iv) the performance or observance by the Guarantor, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement.
Appears in 5 contracts
Samples: Assignment and Assumption (Omnicom Group Inc.), Day Credit Agreement (Omnicom Group Inc.), Five Year Credit Agreement (Omnicom Group Inc.)
Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any collateral thereunderAgreement, (iii) the financial condition of any Loan Partythe Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement, or (iv) the performance or observance by the GuarantorBorrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement.
Appears in 5 contracts
Samples: Credit Agreement (Celgene Corp /De/), Credit Agreement (Celgene Corp /De/), Credit Agreement (Emc Corp)
Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit AgreementAgreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any collateral thereunderLoan Documents, (iii) the financial condition of any Loan Partythe Borrowers, any of its their Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreementany Loan Document, or (iv) the performance or observance by the GuarantorBorrowers, any of its their Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreementany Loan Document.
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (Sl Green Operating Partnership, L.P.), Credit Agreement (Hub Group, Inc.)
Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance Lien or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit AgreementAgreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement Loan Documents or any collateral thereunder, (iii) the financial condition of any Loan Partyeither Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreementany Loan Document, or (iv) the performance or observance by the Guarantoreither Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreementany Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Applied Medical Corp), Credit Agreement (Applied Medical Corp)
Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement Loan Documents or any collateral thereunder, (iii) the financial condition of any Loan Partythe Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement, or (iv) the performance or observance by the GuarantorCompany, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement.
Appears in 1 contract
Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit AgreementAgreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement Loan Documents or any collateral thereunder, (iii) the financial condition of any Loan Partythe Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreementany Loan Document, or (iv) the performance or observance by the GuarantorBorrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreementany Loan Document.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Hunt Companies Finance Trust, Inc.)
Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit AgreementLoan Agreement or any other Loan Document[16], (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any collateral thereunderLoan Documents, (iii) the financial condition of any Loan Partythe Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreementany Loan Document, or (iv) the performance or observance by the GuarantorBorrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreementany Loan Document.
Appears in 1 contract
Samples: Loan Agreement (Aaon, Inc.)