Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreement, the parties to the Assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) Other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; (b) The assigning Bank makes no representation or warranty and assumes no responsibility of the financial condition of any Loan Party or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the Banks, or the performance or observance by any Loan Party or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) Such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Assignment Agreement; (d) Such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement; (e) Such assignee represents and warrants that it is an Eligible Assignee; (f) Such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) Such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and (h) Such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreement.
Appears in 5 contracts
Sources: Loan Agreement (Matthews International Corp), Loan Agreement (Matthews International Corp), Loan Agreement (Matthews International Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or the Trust or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or the Trust or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §7.4 and §8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Assumption; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 5 contracts
Sources: Revolving Credit Agreement (First Potomac Realty Trust), Revolving Credit Agreement (First Potomac Realty Trust), Revolving Credit Agreement (First Potomac Realty Trust)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of the Borrower, any Loan Party Subsidiary Guarantor or their respective Subsidiaries or the Trust or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by the Borrower, any Loan Party Subsidiary Guarantor or their respective Subsidiaries or the Trust or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §7.4 and §8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Assumption; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption.
Appears in 4 contracts
Sources: Senior Secured Term Loan Agreement (First Potomac Realty Trust), Senior Secured Term Loan Agreement (First Potomac Realty Trust), Secured Term Loan Agreement (First Potomac Realty Trust)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of the Borrower or any Loan Party of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by the Borrower or any Loan Party of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §6.4 and §7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Assumption; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 4 contracts
Sources: Revolving Credit and Term Loan Agreement (Mack Cali Realty L P), Revolving Credit Agreement (Mack Cali Realty L P), Revolving Credit Agreement (Mack Cali Realty L P)
Certain Representations and Warranties; Limitations; Covenants. By -------------------------------------------------------------- executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 (S)8.4 and (S)9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro --- rata share of Letter of Credit Fees in respect of outstanding Letters of ---- Credit.
Appears in 4 contracts
Sources: Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage;
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent Agents or any other Bank 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent Agents to take such action as agent agents on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent Agents by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a BankLender; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 4 contracts
Sources: Subordination Agreement (BTHC VII Inc), Intercreditor and Lien Subordination Agreement (Whitehall Jewellers Inc), Bridge Term Loan Credit Agreement (Whitehall Jewellers Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 6.4 and Section 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Agreement;
, (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent "Agent" on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 3 contracts
Sources: Credit Agreement (Liberty Property Limited Partnership), Revolving Credit and Guaranty Agreement (Sl Green Realty Corp), Revolving Secured Credit and Guaranty Agreement (Sl Green Realty Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §6.4 and §7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Agreement;
, (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent “Agent” on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 3 contracts
Sources: Revolving Credit and Guaranty Agreement (Sl Green Realty Corp), Revolving Secured Credit and Guaranty Agreement (Sl Green Realty Corp), Revolving Secured Credit and Guaranty Agreement (Sl Green Realty Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
thereto or the validity or enforceability or priority of any lien or any Collateral; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.6.4 and ss.7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and Collateral decisions in taking or not taking action under this Agreement;
, (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent "Agent" on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 3 contracts
Sources: Term Loan Agreement (Amerivest Properties Inc), Revolving Credit Loan Agreement (Koger Equity Inc), Revolving Credit Agreement (Amerivest Properties Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §7.4 and §8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Assumption;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Credit Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(f) such assignee confirms that is has received a copy of the Intercreditor Agreement and agrees to be bound to the terms therein;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; andLender;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption;
(i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit;
(j) such assignee acknowledges that it has complied with the provisions of §5.2.3 to the extent applicable; and
(k) such assignee represents and warrants that it is an Eligible Assignee.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Barnes Group Inc), Senior Unsecured Revolving Credit Agreement (Barnes Group Inc), Senior Unsecured Revolving Credit Agreement (Barnes Group Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents Agreement or any other instrument or document furnished pursuant hereto;
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksCompany and its Subsidiaries, or the performance or observance by any Loan Party or any other Person primarily or secondarily liable in respect the Company and its Subsidiaries of any of the Indebtedness of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 herein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, the Administrative 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 this Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent Administrative Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereofhereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Leucadia National Corp), Revolving Credit Agreement (Leucadia National Corp), Revolving Credit Agreement (Leucadia National Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(ai) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Holder makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Note Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(bii) The the assigning Bank Holder makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Company and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Note Parties or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their its obligations under this Agreement or any of the other Loan Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(ciii) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 5.05 and Section 6.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Assumption;
(div) Such such assignee will, independently and without reliance upon the assigning BankHolder, the Administrative Agent or any other Bank Holder 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 this Agreement;
(ev) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Note Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gvi) Such such assignee agrees that it will perform in accordance with their terms this Agreement and the other Note Documents all of the obligations that by the terms of this Agreement thereof are required to be performed by it as a Bank; andHolder;
(hvii) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption; and
(viii) such assignee acknowledges that it has complied with the provisions of Section 12.15 to the extent applicable.
Appears in 3 contracts
Sources: Note Agreement (NewStar Financial, Inc.), Revolving Credit Facility (NewStar Financial, Inc.), Note Agreement (NewStar Financial, Inc.)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the Banks or any of their obligations Obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §7.4 and §8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Assumption;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Credit Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gf) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; andLender;
(hg) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption;
(h) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit;
(i) such assignee acknowledges that it has complied with the provisions of §5.2.3 to the extent applicable; and
(j) such assignee represents and warrants that it is an Eligible Assignee.
Appears in 3 contracts
Sources: Credit Agreement (Barnes Group Inc), Senior Unsecured Revolving Credit Agreement (Barnes Group Inc), Senior Unsecured Revolving Credit Agreement (Barnes Group Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and the other Transaction Parties or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and the other Transaction Parties or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.7.4 and ss.8.4 And such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Hadco Acquisition Corp Ii), Revolving Credit Agreement (Hadco Corp), Revolving Credit Agreement (Hadco Acquisition Corp Ii)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a1) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b2) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c3) Such such assignee confirms that it has received a copy of this AgreementAgreement (together with any amendments thereto), together with copies of the most recent financial statements referred to in Section 5.01 5.05 and Section 6.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Assumption;
(d4) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Agreement;
(e5) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g6) Such such assignee agrees that it will perform in accordance with their terms this Agreement and the other Loan Documents all of the obligations that by the terms of this Agreement thereof are required to be performed by it as a Bank; andLender;
(h7) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption;
(8) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of letter of credit fees in respect of outstanding Letters of Credit; and
(9) such assignee acknowledges that it has complied with the provisions of Section 15.15 to the extent applicable.
Appears in 3 contracts
Sources: Credit Agreement (Famous Daves of America Inc), Credit Agreement (Famous Daves of America Inc), Credit Agreement (Famous Daves of America Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.7.4 and ss.8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Genrad Inc), Revolving Credit Agreement (Genrad Inc), Revolving Credit Agreement (Genrad Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage;
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the Banks Obligations or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Silverleaf Resorts Inc), Revolving Credit Agreement (Silverleaf Resorts Inc), Revolving Credit Agreement (Silverleaf Resorts Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of the Borrower or any Loan Party of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by the Borrower or any Loan Party of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §6.4 and §7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Assumption; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption.
Appears in 3 contracts
Sources: Term Loan Agreement (Mack Cali Realty L P), Term Loan Agreement (Mack Cali Realty Corp), Term Loan Agreement (Mack Cali Realty L P)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of the Borrower or any Loan Party of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by the Borrower or any Loan Party of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 6.4 and Section 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Assumption; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Mack Cali Realty Corp), Revolving Credit Agreement (Mack Cali Realty Corp), Revolving Credit Agreement (Mack Cali Realty L P)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.8.4 and ss.9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Marcam Corp), Revolving Credit and Term Loan Agreement (Western Digital Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
thereto or the validity or enforceability or priority of any lien or any Collateral; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §6.4 and §7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and collateral decisions in taking or not taking action under this Agreement;
, (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent “Agent” on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Amerivest Properties Inc), Unsecured Revolving Credit Agreement (Amerivest Properties Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the such Assignment thereunder and Acceptance confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage;
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrowers and its affiliates, related entities or subsidiaries or any other Person person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrowers or any other Person person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 and provided by the Borrowers as required by the terms of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 2 contracts
Sources: Warehousing Credit and Security Agreement (Centerline Holding Co), Warehousing Credit and Security Agreement (Centerline Holding Co)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 8.4 and Section 9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Flextronics International LTD), Revolving Credit and Term Loan Agreement (Flextronics International LTD)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Obligors and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Obligors and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.7.5 and ss.8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Credit Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a BankLender; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Credit Instruments.
Appears in 2 contracts
Sources: Credit Agreement (Baker J Inc), Credit Agreement (Baker J Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
thereto or the validity or enforceability or priority of any lien or any Collateral; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 6.4 and Section 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions and Collateral decisions in taking or not taking action under this Agreement;
, (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent "Agent" on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 2 contracts
Sources: Credit Agreement (Prime Group Realty Trust), Credit Agreement (Prime Group Realty Trust)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 7.4 and Section 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Michaels Stores Inc), Revolving Credit Agreement (Michaels Stores Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage;
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.8.4 and ss.9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance or Instrument of Accession; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Sources: Credit Agreement (HPSC Inc), Credit Agreement (HPSC Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
hereto or the attachment, perfection or priority of any security interest or mortgage; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §§4.4 and 5.4 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Assumption; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Credit Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a BankLender; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption.
Appears in 2 contracts
Sources: Credit Agreement (Staples Inc), Credit Agreement (Staples Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §8.4 and §9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Credit Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gf) Such such assignee agrees that it will perform in accordance with their terms the Credit Agreement and the other Loan Documents all of the obligations that by the terms of this Agreement thereof are required to be performed by it as a Bank; andLender;
(hg) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance;
(h) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit; and
(i) such assignee acknowledges that it has complied with the provisions of §6.2.3 to the extent applicable.
Appears in 2 contracts
Sources: Revolving Credit Agreement (McCormick & Schmicks Seafood Restaurants Inc.), Revolving Credit Agreement (McCormick & Schmick Holdings, L.L.C.)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or BPI or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or BPI or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §7.4 and §8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Assumption; (d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (gf) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and
(hg) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption; and (h) if applicable, such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Sources: Credit Agreement (Boston Properties LTD Partnership), Credit Agreement (Boston Properties LTD Partnership)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents Lender Agreements or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksLender Obligations, or the performance or observance by any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the Banks Lender Obligations or any of their obligations under this Agreement or any of the other Loan Documents Lender Agreements or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.5.9 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents Lender Agreements as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and (i) such assignee represents that it is acquiring the portion of the Loans assigned to it pursuant to the Assignment and Acceptance for investment only and not with a view to or with any intention to resell, distribute, subdivide or fractionalize such portion in whole or in part, or grant any participation therein.
Appears in 2 contracts
Sources: Credit Agreement (Asc East Inc), Credit Agreement (American Skiing Co /Me)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 (S)8.4 and (S)9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata --- ---- share, if any, of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Petro Stopping Centers Holdings Lp), Revolving Credit and Term Loan Agreement (Petro Stopping Centers L P)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the Banks Obligations or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 5.7 and Section 8.5 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 2 contracts
Sources: Credit Agreement (Rottlund Co Inc), Credit Agreement (Rottlund Co Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or BPI or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or BPI or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §7.4 and §8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Assumption; (d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Boston Properties Inc), Revolving Credit Agreement (Boston Properties Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or BPI or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or BPI or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §7.4 and §8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Assumption; (d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (gf) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and
(hg) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption; and (h) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Boston Properties LTD Partnership), Revolving Credit Agreement (Boston Properties LTD Partnership)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.6.4 and ss.7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Agreement;
, (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent "Agent" on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 2 contracts
Sources: Credit Agreement (Liberty Property Limited Partnership), Credit Agreement (Liberty Property Limited Partnership)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
hereto or the attachment, perfection or priority of any security interest or mortgage; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §§5.4 and 6.4 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Credit Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a BankLender; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and (i) such assignee acknowledges that it has made satisfactory arrangements with the assigning Lender with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Staples Inc), Revolving Credit Agreement (Staples Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest,
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrowers or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrowers or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.7.4 and ss.8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; andLender;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) if applicable, such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Nationsrent Inc), Revolving Credit and Term Loan Agreement (Nationsrent Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or the Guarantor or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or the Guarantor or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Assumption; (d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Grove Property Trust), Revolving Credit Agreement (Grove Property Trust)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, and that it has made arrangements with the assignee Bank satisfactory to such assignor with respect to its pro rata share of Letter of Credit Fees with respect to outstanding Letters of Credit, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage;
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.10.4 and ss.11.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, the Agent Agents 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent Agents to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent Agents by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Hvide Marine Inc), Debtor in Possession Revolving Credit and Term Loan Agreement (Hvide Marine Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a1) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage;
(b2) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its affiliates, related entities or subsidiaries or any other Person person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower or any other Person person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the Banks Obligations or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c3) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 provided by the Borrower and Guarantor as required by the terms of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Assumption;
(d4) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Agreement;
(e5) Such such assignee represents and warrants that it is an Eligible AssigneeAssignee if required hereunder;
(f6) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g7) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
(h) Such 8) such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption.
Appears in 2 contracts
Sources: Bridge Loan Warehousing Credit and Security Agreement (Ares Commercial Real Estate Corp), Bridge Loan Warehousing Credit and Security Agreement (Ares Commercial Real Estate Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 6.4 and Section 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Stride Rite Corp), Multicurrency Revolving Credit Agreement (Rogers Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties warranties, or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the Banks Obligations or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 5.4 and Section 6.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning Bank, the Agent Administrative 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 this Credit Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Alliance Capital Management L P), Revolving Credit Agreement (Alliance Capital Management Lp Ii)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 8.4 and Section 9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee confirms that it has made satisfactory arrangements with the assigning Bank with respect to Letter of Credit Fees.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Restaurant Co), Revolving Credit Agreement (Perkins Finance Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a1) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage;
(b2) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its affiliates, related entities or subsidiaries or any other Person person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower or any other Person person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the Banks Obligations or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c3) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 provided by the Borrower and Guarantor as required by the terms of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d4) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Agreement;
(e5) Such such assignee represents and warrants that it is an Eligible AssigneeAssignee if required hereunder;
(f6) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g7) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
(h) Such 8) such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 2 contracts
Sources: Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.), Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
hereto or the attachment, perfection or priority of any security interest or mortgage; (b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of the Parent, any Loan Party of the Borrowers, any of the Guarantors or any of the Parent's other Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by the Parent, any Loan Party of the Borrowers, any of the Guarantors and the Parent's other Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 (S)7.4 and (S)8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and (i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees, if any, in respect of outstanding Letters of Credit and with respect to its pro rata share of Commitment Fees.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Trico Marine Services Inc), Revolving Credit Agreement (Trico Marine Services Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Company and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Company and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 8.8 and 9.5 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gf) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and;
(hg) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(h) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Hasbro Inc), Revolving Credit Agreement (Hasbro Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Company and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Company and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.7.4 and ss.8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Holmes Products Corp), Revolving Credit and Term Loan Agreement (Holmes Products Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreement, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Transaction Documents or any other instrument or document furnished pursuant hereto;
(b) The assigning Bank Lender makes no representation or warranty and assumes no responsibility of the financial condition of any Loan Bausch Party or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksLenders, or the performance or observance by any Loan Bausch Party or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the Banks Lenders or any of their obligations under this Agreement or any of the other Loan Transaction Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 5.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Assignment Agreement;
(d) Such assignee will, independently and without reliance upon the assigning Bank▇▇▇▇▇▇, the Administrative Agent or any other Bank 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 this Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Transaction Documents to which the Administrative Agent is a party as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gf) Such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
(hg) Such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreement.
Appears in 2 contracts
Sources: Credit and Security Agreement (Bausch Health Companies Inc.), Credit and Security Agreement (Bausch Health Companies Inc.)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is legally authorized to enter into the Assignment and Acceptance and the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents Financing Agreements or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage;
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksCredit Parties and their Subsidiaries, or the performance or observance by any Loan Party or any other Person primarily or secondarily liable in respect Credit Parties and their Subsidiaries of any of the Indebtedness of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents Financing Agreements or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 9.6 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents Financing Agreements as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it is bound by and will perform in accordance with their terms all of the obligations that by the terms of this Agreement and other Financing Agreements are required to be performed by it as a Bank; andLender;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its share of interest, letter of credit fees and other fees payable to Lenders hereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement (Clean Harbors Inc), Loan and Security Agreement (Clean Harbors Inc)
Certain Representations and Warranties; Limitations; Covenants. By -------------------------------------------------------------- executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage;
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 (S)5.4 and (S)6.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 2 contracts
Sources: Revolving Credit Agreement (New England Business Service Inc), Revolving Credit Agreement (New England Business Service Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Credit Party or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan a Credit Party or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 § 8.4 and § 9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent, the Collateral Agent or any other Bank 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 this Credit Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent or Collateral Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gf) Such such assignee agrees that it will perform in accordance with their terms the Credit Agreement and the other Loan Documents all of the obligations that by the terms of this Agreement thereof are required to be performed by it as a Bank; andLender;
(hg) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance;
(h) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit; and
(i) such assignee acknowledges that it has complied with the provisions of § 6.2.3 to the extent applicable.
Appears in 2 contracts
Sources: Credit Agreement (McCormick & Schmicks Seafood Restaurants Inc.), Revolving Credit Agreement (McCormick & Schmicks Seafood Restaurants Inc.)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreement, and Acceptance the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §8.4 and §9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance (or, if applicable, L/C Assignment), the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank (or Issuing Bank) makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
hereto or the attachment, perfection or priority of any security interest or mortgage; (b) The the assigning Bank (or Issuing Bank) makes no representation or warranty and assumes no responsibility of with respect to the financial condition of the Parent, any Loan Party of the Borrowers, any of the Guarantors or any of the Parent's other Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by the Parent, any Loan Party of the Borrowers, any of the Guarantors and the Parent's other Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 SECTION 7.4 and SECTION 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance (or, if applicable, L/C Assignment); (d) Such such assignee will, independently and without reliance upon the assigning Bank (or Issuing Bank), the Administrative 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
a bank or institution; (f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank (or Issuing Bank); and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and (i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees, if any, in respect of outstanding Letters of Credit and with respect to its pro rata share of Commitment Fees.
Appears in 1 contract
Sources: Revolving Credit Agreement (Trico Marine Services Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 6.4 and 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
, (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent "Agent" on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance. Each of the Syndication Banks shall be subject to the provisions of this 18.2 to the same extent as though it were becoming a party to this Agreement as an assignee by entering into an Assignment and Acceptance with BankBoston effective on the Closing Date.
Appears in 1 contract
Sources: Term Loan Agreement (Liberty Property Limited Partnership)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
hereto or the attachment, perfection or priority of any security interest or mortgage; (b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of the Parent, any Loan Party of the Borrowers, any of the Guarantors or any of the Parent's other Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by the Parent, any Loan Party of the Borrowers, any of the Guarantors and the Parent's other Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 7.4 and Section 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and (i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees and Tender Guaranty Fees, if any, in respect of outstanding Letters of Credit and the Tender Guaranty and with respect to its pro rata share of Commitment Fees.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Trico Marine Services Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 7.4 and Section 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gf) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; andLender;
(hg) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(h) such assignee acknowledges that it has made arrangements with the assigning Revolving Credit Lender satisfactory to such assignee with respect to its PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreement, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Transaction Documents or any other instrument or document furnished pursuant hereto;
(b) The assigning Bank Lender makes no representation or warranty and assumes no responsibility of the financial condition of any Loan Columbus Party or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksLenders, or the performance or observance by any Loan Columbus Party or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the Banks Lenders or any of their obligations under this Agreement or any of the other Loan Transaction Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 5.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Assignment Agreement;
; (d) Such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Agreement;
; (e) Such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Transaction Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
and (h) Such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreement.
Appears in 1 contract
Sources: Credit and Security Agreement (Columbus McKinnon Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
thereto or the validity or enforceability or priority of any lien or any Collateral; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 (S)6.4 and (S)7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions and Collateral decisions in taking or not taking action under this Agreement;
, (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent "Agent" on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender ; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance. Each of the Syndication Lenders shall be subject to the provisions of this (S)18.2 to the same extent as though it were becoming a party to this Agreement as an assignee by entering into an Assignment and Acceptance with each Lead Lender effective on the Effective Date.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, Credit Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto;Documents,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party of the Holdings Companies or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party of the Holdings Companies or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 7.4 and Section 8.4 of the Original Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 1 contract
Sources: Revolving Credit Agreement (Decisionone Holdings Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
hereto or the attachment, perfection or priority of any security interest or mortgage; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 sections 4.4 and 5.4 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Credit Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a BankLender; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
, (b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Guarantors, the Borrower and its other Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 (S)9.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and
(h) Such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreement.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (CMG Information Services Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(ai) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage;
(bii) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(ciii) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 Financial Statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(div) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Agreement;
(ev) Such such assignee represents and warrants that it is an Eligible Assignee;
(fvi) Such such assignee appoints and authorizes the Agent Lender to take such action as agent Lender on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent Lender by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gvii) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
(hviii) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or BXP or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or BXP or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §7.4 and §8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Assumption; (d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption; and (i) if applicable, such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Sources: Credit Agreement (Boston Properties LTD Partnership)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.7.4 and ss.8.4 and such other documents and information as it has deemed deeMed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Credit Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gf) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; andLender;
(hg) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance;
(h) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit; and
(i) such assignee acknowledges that it has complied with the provisions of ss.5.3.3 to the extent applicable.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage;
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §§7.4 and 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Credit Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gf) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; andLender;
(hg) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance;
(h) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit; and
(i) such assignee acknowledges that it has complied with the provisions of §5.2.3 to the extent applicable; provided, that no assignment and delegation may be made to any Person if, at the time of such assignment and delegation, the Borrower would be obligated to pay any greater amount under §§5.2.2, 5.6 or 5.7 to the assignee than the Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Borrower will not be required to pay the incremental amounts).
Appears in 1 contract
Sources: Revolving Credit Agreement (Friendly Ice Cream Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 § 6.4 and § 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Agreement;
, (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent "Agent" on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Sl Green Realty Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 7(e) and Section 9.1(a) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit and German Risk Participation Fees in respect of German Outstandings.
Appears in 1 contract
Sources: Loan Agreement (Metallurg Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreement, the parties to the Assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
(b) The assigning Bank makes no representation or warranty and assumes no responsibility of the financial condition of any Loan Party the Borrowers or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrowers or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or theretoObligations;
(c) Such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 8 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Assignment Agreement;
(d) Such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and
(h) Such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreement.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, unless specifically agreed in writing otherwise by the assigning Bank Lender, the assigning Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Loan Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage;
(b) The unless specifically agreed in writing otherwise by the assigning Bank Lender, the assigning Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of either Borrower and its affiliates, related entities or subsidiaries or any Loan Party other person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by either Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks, or the performance or observance by any Loan Party or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the Banks or any of their obligations under this Loan Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Loan Agreement, together with copies of the most recent financial statements referred to in Section 5.01 and provided by each Borrower as required by the terms of this Loan Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such unless specifically agreed in writing otherwise by the assigning Lender, such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Loan Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Loan Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Loan Agreement are required to be performed by it as a BankLender; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §6.4 and §7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank▇▇▇▇▇▇, the Administrative Agent or any other Bank 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible AssigneeAssignee and that, on the effective date of such Assignment and Acceptance, the circumstances described in §§4.5, 4.6 and 4.7 hereto are not applicable to such assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; andLender;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has complied with the provisions of §4.2.3 to the extent applicable.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage;
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this AgreementCredit Agreement and each of the other Loan Documents, together with copies of the most recent financial statements referred to in Section 5.01 7.3 and Section 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.7.4 and ss.8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 8.4 and Section 9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, the Administrative 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent Administrative Agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance;
(i) if applicable, such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit; and
(j) if such assignee is not incorporated or organized under the laws of the United States of America or a state thereof or the District of Columbia (a "Non-U.S. Bank"), such assignee agrees that it will deliver to the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 or successor applicable form, as the case may be, certifying in each case that such Non-U.S. Bank is entitled to receive payments under this Agreement and the Notes payable to it, without deduction or withholding of any United States federal income taxes. Each Non-U.S. Bank that so delivers a Form 1001 or 4224 pursuant to the preceding sentence further undertakes to deliver to each of the Borrower and the Administrative Agent two further copies of Form 1001 or 4224 or successor applicable form, or other manner of certification, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, and such extensions or renewals thereof as may reasonably be requested by the Borrower, certifying in the case of a Form 1001 or 4224 that such Non-U.S. Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Non-U.S. Bank from duly completing and delivering any such form with respect to it and such Non-U.S. Bank advises the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Bangor Hydro Electric Co)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Company and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Company and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 8.8 and 9.5 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gf) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and
(hg) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By ----------------------------------------------------------------- executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of the Borrower and its Subsidiaries or any Loan Party of the Guarantors or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by the Borrower and its Subsidiaries or any Loan Party of the Guarantors or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.7.4 and ss.8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata --- ---- share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Sources: Revolving Credit Agreement (Fairfield Communities Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 7.4 and Section 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Stride & Associates Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 6.4 and Section 7.4 and such other documents and information as it has haS deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Agreement;
, (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent "Agent" on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 1 contract
Sources: Credit Agreement (Liberty Property Limited Partnership)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or BPI or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or BPI or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §7.4 and §8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Assumption; (d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption; and (i) if applicable, such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Sources: Credit Agreement (Boston Properties LTD Partnership)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 8.4 and Section 9.4 93 85 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Western Digital Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
hereto or the attachment, perfection or 98 priority of any security interest or mortgage; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party Obligor or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party Obligor or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 6.4 and Section 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the any Agent or any other Bank 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent Administrative Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 1 contract
Sources: Revolving and Term Credit Agreement (Heritage Property Investment Trust Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.9.4 and ss.10.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Genrad Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished -41- pursuant hereto;
hereto or the attachment, perfection or priority of any security interest or mortgage; (b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 Sections 4.4 and 5.4 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 (S)8.4 and (S)9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share, if any, of Letter of Credit Fees in respect of --- ---- outstanding Letters of Credit.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Petro Stopping Centers L P)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant heretohereto or the attachment, perfection or priority of any security interest or mortgage;
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §6.4 and §7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Assumption;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Credit Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gf) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; andLender;
(hg) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption;
(h) such assignee acknowledges that it has complied with the provisions of §4.1.3 to the extent applicable; and
(i) such assignee represents and warrants that it is an Eligible Assignee.
Appears in 1 contract
Sources: Senior Unsecured Credit Agreement (Barnes Group Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
hereto or the attachment, perfection or priority of any security interest or mortgage; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 Sections 5.4 and 6.4 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Credit Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a BankLender; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and (i) such assignee acknowledges that it has made satisfactory arrangements with the assigning Lender with respect to its PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By -------------------------------------------------------------- executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 (S)(S)7.4 and 8.4 of the Revolver Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible AssigneeAssignee and that, on the effective date of such Assignment and Acceptance, the circumstances described in (S)(S)5.7 and 5.8 hereof are not applicable to such assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 1 contract
Sources: Acquisition Revolving Credit Agreement (Ameriking Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
thereto or the validity or enforceability or priority of any lien or any Collateral; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §6.4 and §7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and Collateral decisions in taking or not taking action under this Agreement;
, (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent “Agent” on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 1 contract
Sources: Unsecured Revolving Credit Agreement (Amerivest Properties Inc)
Certain Representations and Warranties; Limitations; Covenants. By -------------------------------------------------------------- executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 7.4 and Section 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Credit Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gf) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; andLender;
(hg) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(h) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata --- ---- share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Sources: Revolving Credit Agreement (Us Xpress Enterprises Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 8.4 and Section 9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Credit Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gf) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a BankLender; and95 -87-
(hg) Such such assignee represents and warrants that it is an Eligible Assignee and that it is legally authorized to enter into such Assignment Agreementand Acceptance;
(h) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit; and
(i) such assignee, if organized under the laws of a jurisdiction outside the United States, shall provide the Administrative Agent and the Borrower with the forms prescribed by the Internal Revenue Service of the United States certifying as to its status for purposes of determining the applicability of any exemption from United States withholding taxes with respect to all payments to be made hereunder to such assignee or any other documents reasonably satisfactory to the Borrower and the Administrative Agent indicating that all payments to be made hereunder to such assignee are subject to such tax at a rate reduced by an applicable tax treaty. Unless the Borrower and the Administrative Agent have received such forms or such documents validly indicating that payments hereunder are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Borrower or the Administrative Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any assignee organized under the laws of a jurisdiction outside the United States in accordance with Section 6.2.2.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Il Fornaio America Corp)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to assigning Lender and the Assignment thereunder assignee thereunder, as applicable, confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 7.3 and Section 8.3 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Credit Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gf) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; andLender;
(hg) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance;
(h) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit; and
(i) such assignee acknowledges that it has complied with the provisions of Section 5.3.3 to the extent applicable.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 ss.8.4 and ss.9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Facility Agent or any other Bank 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Facility Agent to take such action as agent Facility Agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Facility Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; andLender;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its PRO RATA share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Sources: Revolving Credit Agreement (Sassco Fashions LTD /De/)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Assumption, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or BPI or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or BPI or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 §7.4 and §8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Assumption; (d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (gfg) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and
(hgh) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Assumption; and (hi) if applicable, such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Sources: Credit Agreement (Boston Properties LTD Partnership)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party of the Borrowers or their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party of the Borrowers or their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 8.4 and Section 9.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance;
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit;
(j) such assignee, if organized under the laws of a jurisdiction outside the United States, shall provide the Agent and the Borrowers with the forms prescribed by the Internal Revenue Service of the United States certifying as to its status for purposes of determining the applicability of any exemption from United States withholding taxes with respect to all payments to be made hereunder to such assignee or any other documents reasonably satisfactory to the Borrowers and the Agent indicating that all payments to be made hereunder to such assignee are subject to such tax at a rate reduced by an applicable tax treaty. Unless the Borrowers and the Agent have received such forms or such documents validly indicating that payments hereunder are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Borrower or the Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any assignee organized under the laws of a jurisdiction outside the United States.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Dave & Busters Inc)
Certain Representations and Warranties; Limitations; Covenants. By -------------------------------------------------------------- executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Loan Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Loan Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Loan Agreement, together with copies of the most recent financial statements referred to in Section 5.01 (S)4.4 or (S)5.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Administrative Agent or any other Bank 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 this Loan Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Loan Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(gf) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Loan Agreement are required to be performed by it as a Bank; andLender;
(hg) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has complied with the provisions of (S)3.3.3 to the extent applicable.
Appears in 1 contract
Sources: Loan Agreement (Finova Group Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrowers or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;; 110
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 7.4 and Section 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; andLender;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank Lender makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank Lender makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements statement referred to in Section 5.01 9.3 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning BankLender, the Agent or any other Bank 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 this Agreement;
; (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a BankLender; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Humphrey Hospitality Trust Inc)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 (S)7.4 and (S)8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such such assignee represents and warrants that it is an Eligible AssigneeAssignee and that, on the effective date of such Assignment and Acceptance, the circumstances described in (S)(S)5.7 and 5.8 hereof are not applicable to such assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
: (a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;
; (b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
thereto or the validity or enforceability or priority of any lien or any Collateral; (c) Such such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 6.4 and 7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreement;
and Acceptance; (d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 and Collateral decisions in taking or not taking action under this Agreement;
, (e) Such such assignee represents and warrants that it is an Eligible Assignee;
; (f) Such such assignee appoints and authorizes the Agent to take such action as agent "Agent" on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
; (g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and
and (h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance.
Appears in 1 contract
Sources: Loan Agreement (Liberty Property Limited Partnership)
Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreementand Acceptance, the parties to the Assignment assignment thereunder confirm to and agree with each other and the other parties hereto as follows:
(a) Other other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation and warranty or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto;hereto or the attachment, perfection or priority of any security interest or mortgage,
(b) The the assigning Bank makes no representation or warranty and assumes no responsibility of with respect to the financial condition of any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness of the Borrower to the BanksObligations, or the performance or observance by any Loan Party the Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Indebtedness Obligations of the Borrower to the Banks or any of their obligations under this Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
(c) Such such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.01 7.4 and Section 8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the such Assignment Agreementand Acceptance;
(d) Such such assignee will, independently and without reliance upon the assigning Bank, 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 this Credit Agreement;
(e) Such assignee represents and warrants that it is an Eligible Assignee;
(f) Such such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;
(g) Such such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as a Bank; and;
(h) Such such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreementand Acceptance; and
(i) such assignee acknowledges that it has made arrangements with the assigning Bank satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.
Appears in 1 contract