Representations and Warranties of Assignors Clause Samples

Representations and Warranties of Assignors. Each Assignor, severally and not jointly, represents and warrants that: (a) Prior to the effectiveness of the transactions contemplated by this Agreement, each Assignor is the owner of the Interests set forth opposite its name on Exhibit A hereto, and such Interests constitute all of the issued and outstanding equity interests of the Company. (b) All of the Interests are owned of record and beneficially by each Assignor free and clear of any Lien, and upon effectiveness of the transactions contemplated by this Agreement, the Assignee will own all of the Interests, free and clear of all Liens. (c) The Company owns of record and beneficially 100% of the general partnership interests in the OP free and clear of all Liens. (d) All of the Interests have been duly authorized and are validly issued, fully paid and non-assessable. All of the Interests were issued in compliance with all applicable Laws. None of the Interests were issued in violation of any of the Company’s Charter Documents or in violation of any other agreement, arrangement or commitment to which any Assignor or the Company is or was a party or is or was subject to or in violation of any preemptive or similar rights of any Person. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the equity of the Company or obligating any Assignor or the Company to issue or sell any equity of, or any other interest in, the Company. The Company does not have outstanding or authorized any equity appreciation, phantom equity, profit participation or similar rights. There are no voting trusts, equityholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Interests. (e) The Company has not conducted any business prior to the Effective Date except for matters incidental to operating as the general partner of the OP and executing this Agreement, and has no assets, liabilities or obligations of any nature other than those incident to its formation, operation as the general partner of the OP and pursuant to this Agreement, none of which are material. (f) The Company has (i) filed all Tax Returns required by applicable Law to be filed by the Company, and (ii) paid all Taxes due and payable, whether or not shown or required to be shown on any such Tax Return. The Company does not have any liability for any delinquent Taxes. There are no L...

Representations and Warranties of Assignors. Assignors hereby represent and warrant that (i) they are the legal and direct holders of the Registration Rights, (ii) they have not assigned or purported to assign any right with respect thereto to any person or entity, and (iii) no other person or entity has any right, title or interest in or to the Registration Rights.

Representations and Warranties of Assignors. The representations and warranties of each Assignor contained in this Agreement and in each other Loan Document to which it is a party are true and correct in all material respects immediately prior to each Effective Date, except to the extent any such representation or warranty is stated expressly to be made only on or as of another prior date, in which case, such representation or warranty is true and correct in all material respects on and as of such earlier date.

Representations and Warranties of Assignors. Each Assignor hereby represents and warrants to the other parties that, as of the date hereof:

Representations and Warranties of Assignors. Each Assignor hereby represents and warrants to THI as follows: (a) As of the date hereof, the Authorizations set forth opposite such Assignor's name in Exhibit 1 are in full force and effect, and there is no proceeding pending, or, to such Assignor's knowledge, threatened, before the FCC, that could result in the revocation, or material impairment of any of the Authorizations. (b) Each Assignor has the full corporate power and authority to enter into this Agreement and to assign its rights under the Authorizations pursuant hereto, and this Agreement has been duly authorized, executed and delivered by such Assignor and (assuming due authorization, execution and delivery by all other parties) constitutes the legal, valid and binding obligation of such Assignor, enforceable against such Assignor in accordance with its terms.

Representations and Warranties of Assignors. Each Assignor (i) represents and warrants that, as of the Effective Date, its Commitment Amount, Applicable Commitment Percentage and the aggregate outstanding principal amount of the Syndicated Loans owing to it (without giving effect to assignments thereof set forth in this Agreement) are correctly set forth beneath each Assignor's signature on the attached signature pages under the heading "Before the Effective Date"; (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any of the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any of the Loan Documents or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under the Credit Agreement or any of the Loan Documents or any other instrument or document furnished pursuant thereto.

Representations and Warranties of Assignors. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Utah. Each Assignor has all requisite legal right, power, capacity and authority to execute, deliver and perform his obligations under this Agreement. The Assignors own all of the outstanding membership units of the Company, which constitute the Transferred Interest. There are no liens or other encumbrances upon the Transferred Interest, and the contribution of such interest hereunder will not result in any such liens or other encumbrances thereon. Except for the option to purchase membership interests granted by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to ▇▇▇▇ ▇. ▇▇▇▇, there are (i) no agreements, written or oral, between the Company and any holders of its securities or between the Company or any holder of its securities and any other persons or among any holders of the Company’s securities, relating to the sale or transfer or voting of the membership interests of the Company or (ii) outstanding rights or options to subscribe for or purchase from the Company or any holders of its securities, or any warrants or other agreements providing for or requiring the issuance or purchase by the Company of, any membership interests in the Company. The contribution of the Transferred Interest hereunder, will not (i) violate the organizational documents of the Company, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default under, or result in the termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien or other encumbrance upon any of the properties of the Company, under any note, bond, mortgage, indenture, license, franchise, permit, lease, contract, agreement or other instrument or commitment or obligation to which the Company or any of their respective properties may be bound, (iii) violate any law applicable to the Company or any of its properties, or (iv) require any consent, approval or authorization of, or notice to, or declaration, qualification, filing or registration with, any federal, state or local governmental authority or any other person, including any party to a contract or other agreement to which the Company is a party, in connection with the execution, delivery and performance of this Agreement. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, legatees, succe...

Representations and Warranties of Assignors. Subject to Section 3.3, each Assignor hereby represents and warrants, severally and jointly, to the Company and USFS that:

Representations and Warranties of Assignors. Assignor represents and warrants that as of the date hereof: (i) the Agreements are in full force and effect; (ii) all amounts required to be paid as of the date hereof under the Agreements have been paid; and (iii) Assignor is not in default under the Agreements.