Borrower Parties Clause Samples

Borrower Parties. Each of the Borrower Parties represents and warrants to Lender, as of the date of this Assumption Agreement, that: (i) It has full and lawful power, authority, and capacity to execute, deliver, and perform its respective obligations under this Assumption Agreement and all other documents and instruments executed in connection with the Transfer and Guaranty Assumption. (ii) If an entity, it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation or organization. (iii) The execution, delivery, and performance of this Assumption Agreement and the other documents and instruments executed in connection with the Guaranty Assumption will not (A) if it is an entity, contravene any provision of its organizational documents, (B) conflict with any judgment, order, or decree to which it is subject, or (C) constitute a material breach of any Lease or material contract to which it is a party. (iv) Upon consummation of the Transfer, the organizational structure of Borrower will be as set forth in Exhibit C.

Borrower Parties. Borrower has the knowledge necessary to make these representations and warranties regarding each Borrower Party. Borrower has the authority to commit to providing any report, information or document related to any other Borrower Party required by this Agreement.

Borrower Parties. The Borrower Parties have fully disclosed to Administrative Agent all material aspects of the ownership structure of the Borrower Parties and have disclosed to Administrative Agent (1) the correct legal name of each such Person, the type of organization, and the jurisdiction of its incorporation or organization, and (2) the class of outstanding Capital Stock of Borrower along with the percentage thereof owned, directly or indirectly, by the Borrower Parties. None of such issued and outstanding Capital Stock is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Capital Stock, except as disclosed in Schedule 4.9.

Borrower Parties. MID-AMERICA APARTMENT COMMUNITIES, INC., a Tennessee corporation

Borrower Parties. INTERPACE DIAGNOSTICS GROUP, INC., a Delaware corporation, formerly known as PDI, INC., a Delaware Corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President & CEO INTERPACE DIAGNOSTICS, LLC, a Delaware limited liability corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President & CEO GUARANTOR PARTIES: GROUP DCA, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President & CEO PDI BIOPHARMA, LLC, a New Jersey limited liability company, f/k/a Interpace BioPharma, LLC, a New Jersey limited liability company By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President & CEO

Borrower Parties. 25 7. EVENTS OF DEFAULT AND REMEDIES............................................................................26 7.1

Borrower Parties. TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVE. RELINQUISH AND FOREVER FOREGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT, THE LOAN DOCUMENTS, THE INDEBTEDNESS SECURED BY THE LOAN DOCUMENTS OR ANY CONDUCT, ACT OR OMISSION OF BORROWER PARTIES OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH BORROWER PARTIES IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. The parties have executed and delivered this Agreement as of the day and year first above Signed, sealed and delivered LENDER: in the presence of LASALLE NATIONAL BANK FOR THE BENEFIT OF CERTIFICATEHOLDERS OF AMERICAN SOUTHWEST FINANCIAL SECURITIES CORPORATION, COMMERCIAL MORTGAGE PASS -THROUGH CERTIFICATES, SERIES 1995-Cl Sign: By: LENNAR PARTNERS, INC., as attorney-in-fact Print Name: By:_______________________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President STATE OF FLORIDA ) ) SS.: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this 19 day of February, 1999, by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Vice President of Lennar Partners Inc., a Florida corporation, on behalf of said corporation as attorney-in-fact for LASALLE NATIONAL BANK FOR THE BENEFIT OF CERTIFICATEHOLDERS OF AMERICAN SOUTHWEST FINANCIAL SECURITIES CORPORATION, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1995-Cl. He/She is personally known to me or has produced a Florida driver's license as identification. ----------------------------- Notary Public, State of Florida Print Name of Notary: Notary's Commission Expires: Signed, sealed and delivered in the presence of: ORIGINAL BORROWER: MAD RIVER PROPERTIES LTD., an Ohio limited liability company, successor in interest to Mad River Ltd., an . Ohio limited partnership By:_____________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Manager and President STATE OF FLORIDA ) ) SS.: COUNTY OF MONROE I HEREBY CERTIFY that before me personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, to me well known and known to me to be the President of MAD RIVER PROPERTIES LTD., an Ohio limited liability company, successor in interest to Mad River Ltd., an Ohio limited partnership and he did acknowledge before me that said instrument is the free act and deed by him for the purposes therein expressed.

Borrower Parties. All references to the Borrower Parties and Subsidiaries in this First Amendment shall be deemed to be references to the Borrower Parties and Subsidiaries immediately after consummation of the ▇▇▇▇▇▇▇ Acquisition. In furtherance of this and for the avoidance of doubt, each reference to the “Borrower Parties” and the “Subsidiaries” in this First Amendment shall be deemed to include each Additional Guarantor and each reference to the “Subsidiaries” shall also be deemed to include each First Amendment Unrestricted Subsidiary, each reference to the “Additional Guarantors” shall be deemed to include each Acquired Company, and each reference to any assets of any Borrower Party shall be deemed to include any assets acquired by such Borrower Party in connection with the ▇▇▇▇▇▇▇ Acquisition or the Port ▇▇▇▇▇▇ Acquisition. As of the First Amendment Effective Date, each Additional Guarantor shall be a “Borrower Party” and “Subsidiary” as defined in the Credit Agreement. The Borrower represents that (i) each Additional Guarantor is a Restricted Subsidiary as of the First Amendment Effective Date and (ii) after giving effect to the ▇▇▇▇▇▇▇ Acquisition, the Subject Assets will be owned by Additional Guarantors or First Amendment Foreign Subsidiaries.

Borrower Parties. INTERPACE DIAGNOSTICS GROUP, INC., a Delaware corporation, formerly known as PDI, INC., a Delaware corporation