REPRESENTATIONS OF THE ASSIGNEE Clause Samples
The "Representations of the Assignee" clause sets out the specific statements, assurances, or guarantees that the assignee makes to the assignor as part of an assignment agreement. These representations may include confirming the assignee’s authority to enter into the agreement, their financial capacity to fulfill obligations, or their compliance with relevant laws and regulations. By clearly outlining these representations, the clause helps ensure that the assignor can rely on the assignee’s qualifications and good standing, thereby reducing the risk of disputes or misunderstandings regarding the assignee’s ability to perform under the agreement.
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REPRESENTATIONS OF THE ASSIGNEE. (a) The Assignee represents and warrants that it has full power and authority to consummate the transactions contemplated hereunder including to subscribe for the Assigned Securities. The execution, delivery and performance by the Assignee of this Subscription Agreement have been duly authorized by all necessary action on behalf of the Assignee. This Subscription Agreement has been duly executed and delivered by the Assignee and this Subscription Agreement and the Subscription Agreement constitute valid and binding obligations of the Assignee in respect of the Assigned Securities, enforceable in accordance with their respective terms (as if the Assignee was a signatory to the Subscription Agreement with respect to the Assigned Securities).
(b) The Assignee hereby agrees to be bound by and, without prejudice to the generality of the foregoing, hereby gives the representations, warranties and other undertakings of Subscriber contained in the Subscription Agreement in relation to the Assigned Securities, as if all such representations, warranties and other undertakings were repeated at the date of this Subscription Agreement with respect to Assignee instead of Assignor, mutatis mutandis. In connection therewith, the Assignee has completed the questionnaire(s) set forth on Annex A attached hereto.
REPRESENTATIONS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other 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 the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, and (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA.
REPRESENTATIONS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Documentation Agent, the Assignor or any other Lender and based on such documents and information at it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are "plan assets" as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be "plan assets" under ERISA, [AND (VII) ATTACHES THE FORMS PRESCRIBED BY THE INTERNAL REVENUE SERVICE OF THE UNITED STATES CERTIFYING THAT THE ASSIGNEE IS ENTITLED TO RECEIVE PAYMENTS UNDER THE LOAN DOCUMENTS WITHOUT DEDUCTION OR WITHHOLDING OF ANY UNITED STATES FEDERAL INCOME TAXES].** **TO BE INSERTED IF THE ASSIGNEE IS NOT INCORPORATED UNDER THE LAWS OF THE UNITED STATES, OR A STATE THEREOF.
REPRESENTATIONS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other 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 the Loan Documents, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, and (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1.
REPRESENTATIONS OF THE ASSIGNEE. The Assignee hereby represents and warrants to the Assignor the following:
(a) The Assignee is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with full power and authority to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.
(b) The Assignee has the absolute and unrestricted right, power, legal capacity and authority to enter into and perform its respective obligations under this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Assignor.
(c) No filing with, authorization from or consent or approval of any governmental body, agency, official or authority or any other third party is necessary or required to be made or obtained to enable the Assignee to enter into, and to perform its obligations under, this Agreement.
(d) Assuming the due authorization, execution and delivery by the Assignor, this Agreement, when executed and delivered by the Assignee, will be a valid and binding obligation of the Assignee, enforceable against it in accordance with its terms.
(e) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to which the Assignee is a party or by which it is bound, or (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to the Assignee or its assets or properties.
(f) As of the date hereof, there are no liabilities, obligations, debts or payments directly or indirectly owed to any third party, including without limitation, the Optionor, by the Assignor as a result of, or related to, the Property or the Property Agreement.
REPRESENTATIONS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, and agrees to be bound by the terms thereof including, but not limited to, the provisions of Section 13.9.1 of the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Agent or the Assignor and based on such documents and information at it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are "plan assets" as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be "plan assets" under ERISA, [and (vii) attaches the forms prescribed by the Internal Revenue Service of the United States certifying that the Assignee is entitled to receive payments under the Loan Documents without deduction or withholding of any United States federal income taxes].
REPRESENTATIONS OF THE ASSIGNEE. The Assignee (a) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested ----------
REPRESENTATIONS OF THE ASSIGNEE. The Assignee represents and warrants that it has the power and authority and legal right to execute and deliver this Assignment Agreement and to perform its obligations hereunder. The execution and delivery by the Assignee of this Assignment Agreement and the performance by it of its obligations hereunder have been duly authorized by proper proceedings. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information at it shall ____________________________ (4) Assignor and Assignee to insert applicable payment terms.
REPRESENTATIONS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information at it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Facility Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Facility Documents as are delegated to the Agent by the terms thereof, together with such powers
REPRESENTATIONS OF THE ASSIGNEE. The Assignee hereby represents and warrants to the Assignor and the Beneficiary that:
(a) The Assignee is a Permitted Guarantor Assignee.
(b) This Agreement has been duly authorized, executed and delivered on behalf of the Assignee and constitutes its legal, valid and binding obligation.