Common use of Assignor’s Representations and Warranties Clause in Contracts

Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee and Lessee that: 5.1 Assignor 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. 5.2 This Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignor with any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents of Assignor, 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 Assignor under, any material credit agreement or instruments or other agreement or instruments to which Assignor is a party or by which Assignor or its properties or assets are bound. 5.3 Assignor 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 Assignor. 5.4 This Agreement has been duly executed and delivered by Assignor and constitutes a legal, valid and binding obligation of Assignor, enforceable against Assignor 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).

Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee and Lessee that: 5.1 Assignor 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. 5.2 This Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignor with any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents of Assignor, 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 Assignor under, any material credit agreement or instruments or other agreement or instruments to which Assignor is a party or by which Assignor or its properties or assets are bound. 5.3 Assignor 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 Assignor. 5.4 This Agreement has been duly executed and delivered by Assignor and constitutes a legal, valid and binding obligation of Assignor, enforceable against Assignor 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).

Assignor’s Representations and Warranties. As a material inducement to Assignee to execute this Agreement and consummate the transactions contemplated hereby Assignor represents and warrants to Assignee and Lessee that: 5.1 Assignor 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. 5.2 This Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignor with any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents of Assignor, 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 Assignor under, any material credit agreement or instruments or other agreement or instruments to which Assignor is a party or by which Assignor or its properties or assets are bound. 5.3 Assignor has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the executionAcquired Interest and Company that: (a) Assignor is the owner and holder of 49% of the membership interests in Company. The Acquired Interest is free and clear of any encumbrances, delivery including, but not limited to, any and all security interests, pledges, liens, charges, charging orders, claims, purchase options or performance other encumbrances or restrictions of any kind, including, without limitation, any restriction on the use, transfer, receipt of income or other exercise of any attribute of ownership, and is otherwise subject only to restrictions on transfer imposed under applicable U.S. federal and state securities Laws and the operating agreement of the Company (the “Company Agreement”). Based on Assignor’s knowledge and belief, the Acquired Interest has been duly and validly issued. Except as contemplated by this Agreement or the Company Agreement, there exists no agreement, arrangement or obligation (actual or contingent) to issue, transfer, redeem, repay or repurchase the Acquired Interest or any portion thereof. (b) The Acquired Interest represents the entirety of the membership interest in the Company held by the Assignor. 5.4 This Agreement has been duly executed and delivered by Assignor and constitutes a legal(c) Other than as provided in the Company Agreement, valid and binding there are no options, warrants, stock appreciation rights, pre-emptive rights, subscriptions, contribution rights, convertible securities, or other rights or other agreements or commitments of any character whatsoever which are an obligation of AssignorAssignor to issue, enforceable against Assignor transfer or sell any securities exercisable for, or otherwise evidencing a right to acquire, any interests of any kind in accordance with its terms, Company (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 lawAssignee under this Agreement). (d) Assignor is acquiring the Consideration for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act")) thereof. Assignor understands that the Consideration has not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

Assignor’s Representations and Warranties. Assignor hereby represents and warrants to Assignee Assignee, and Lessee agrees, that: 5.1 7.1 Assignor is a [corporation][limited liability company][national banking association] organized the sole legal and validly existing beneficial owner and holder of the Loan Documents. Except as may be evidenced by the Loan Documents, Assignor (i) has not assigned or otherwise transferred to any third party any rights with respect to the Loan or any rights to the indebtedness represented by the Loan Documents or any rights to the collateral securing the Loan; (ii) has not released any collateral securing the Loan or modified or terminated its security interest in good standing under such collateral; and (iii) has not modified the laws of [_______] Loan Documents in any material respect. 7.2 Assignor has all right, power, legal capacity and has the ______ power authority to own its assets execute and deliver this Agreement and to carry on its business as presently conducted perform hereunder and to enter into under each other agreement that Assignor may execute and perform this Agreementdeliver in connection herewith. 5.2 This 7.3 The execution, delivery and performance of this Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by this Agreement do not and will not (i) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Assignor with or any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents property of Assignor, or (ii) result in any a breach of, or constitute a default under any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments to which Assignor is a party subject, or by which Assignor (iii) require any authorizations, consents, approvals, licenses, exemptions from or its properties filings or assets are boundregistrations with any state, commonwealth, federal, foreign, territorial, regulatory, or other governmental department, commission, board, bureau, agency or instrumentality. 5.3 Assignor 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 Assignor. 5.4 7.4 This Agreement has been duly executed and delivered by Assignor and constitutes a the legal, valid and binding obligation of Assignor, Assignor enforceable against Assignor in accordance with its terms, except as such enforceability may be limited terms and is entered into voluntarily 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 Assignor. The transaction represented hereby is considered in a proceeding in equity or at law)an arms-length transaction for fair value.

Assignor’s Representations and Warranties. As of the Agreement Date and again as of the Effective Date, Assignor represents and warrants to Assignee and Lessee thatas follows: 5.1 a. Assignor is a [corporation][limited liability company][national banking association] organized has full power 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 authority to enter into into, deliver and perform this AgreementAgreement and the Transaction. 5.2 b. This Agreement has been duly authorized pursuant to all necessary corporate action on Agreement, constitutes the part legally binding obligation of Assignor and neither enforceable in accordance with its terms. c. Neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby this Agreement, nor compliance by Assignor with any the provisions of the terms and provisions hereof does or this Agreement, will contravene any law applicable to Assignor, conflict with the constitutional documents of Assignor, or result in any a breach of, or constitute any a default under, any of the terms, conditions or result in the creation provisions of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments instrument to which Assignor is a party party, or by which Assignor of any law or its properties or assets are boundregulation applicable to Assignor. 5.3 d. There are no actions, suits, claims, proceedings, or investigations pending or threatened against Assignor that could interfere with its ability to perform under this Agreement. e. Assignor owns, and hereby transfers to Assignee, good and marketable title in and to the Partnership Interest, free and clear of any liens, claims and encumbrances of any type or nature whatsoever. Assignor has received every consentnot previously transferred or encumbered any of its right, approval title or authorization ofinterest in or to the Partnership Interest, or made any agreement to do so, and has given every notice tono knowledge that any other person or entity is claiming any interest in the Partnership Interest. f. No consent or approval of any third party is required for Assignor to execute, each Government Entity having jurisdiction with respect to the execution, delivery or performance of deliver and perform this Agreement by Assignoror the Transaction. 5.4 This g. THE SOLE REPRESENTATIONS AND WARRANTIES OF ASSIGNEE IN RESPECT OF THIS AGREEMENT AND THE TRANSACTION ARE THOSE EXPRESSLY SET FORTH IN SECTION 4. Other than the representations and warranties of Assignee expressly set forth in Section 4, Assignor has not relied upon any statement, representation or warranty of Assignee or its affiliates in connection with this Agreement has been duly executed OR the Transaction, and delivered by Assignor aSSIGNOR hereby waives all representations and constitutes a legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, except as such enforceability warranties that may be limited implied by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement law in respect 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)same.