The Assignee Sample Clauses

The Assignee. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements most recently required to have been delivered under Section 7.1 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iii) 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 Credit Agreement, (iv) confirms that it is an Eligible Assignee, (v) appoints and authorizes the Agent to take such actions as agent on its behalf under the Credit Agreement and the other Credit Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender. [To the extent legally entitled to do so, the Assignee will deliver to the Agent, as and when required to be delivered under the Credit Agreement, duly completed and executed originals of the applicable tax withholding forms described in Section 2.17(d) of the Credit Agreement].

The Assignee. The Assignee (a) confirms that it has received a copy of the Facilities Papers, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this A&A Agreement; (b) 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 Facilities Papers; (c) appoints and authorizes the Agent to take such action as Agent on behalf of the Assignee and to exercise such powers under the Facilities Papers as are delegated to the Agent by its terms, together with such powers as are reasonably incidental thereto; (d) represents and warrants that it is an Eligible Assignee and (e) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Facilities Papers are required to be performed by it as a Lender.

The Assignee. (a) represents and warrants that it is an Eligible Assignee; (b) confirms that it has received a copy of the Credit Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter this Assignment and Acceptance; (c) 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 Credit Agreement or any other Credit Documents; (d) appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (e) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by a Lender.

The Assignee. THE ASSIGNEE (A) CONFIRMS THAT IT HAS RECEIVED A COPY OF THE CREDIT DOCUMENTS, TOGETHER WITH SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE TO MAKE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT; (B) AGREES THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT, THE OTHER AGENTS, 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 CREDIT DOCUMENTS; (C) APPOINTS AND AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION ON BEHALF OF THE ASSIGNEE AND TO EXERCISE SUCH POWERS UNDER THE CREDIT DOCUMENTS AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT BY THE TERMS THEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO; AND (D) AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS WHICH BY THE TERMS OF THE CREDIT DOCUMENTS ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER. IF THE ASSIGNEE IS ORGANIZED UNDER THE LAWS OF ANY JURISDICTION OTHER THAN THE UNITED STATES OF AMERICA OR ANY STATE THEREOF, THE ASSIGNEE HEREBY (A) FURNISHES TO THE ASSIGNOR, THE ADMINISTRATIVE AGENT AND THE COMPANY THE FORMS REQUIRED BY SECTION 10.10(D) OF THE CREDIT AGREEMENT, EITHER U.S. INTERNAL REVENUE SERVICE FORM W-8 BEN OR U.S. INTERNAL REVENUE SERVICE FORM W-8 ECI (WHEREIN THE ASSIGNEE CLAIMS ENTITLEMENT TO COMPLETE EXEMPTION FROM U.S. FEDERAL WITHHOLDING TAX ON ALL INTEREST PAYMENTS UNDER THE CREDIT DOCUMENTS), AND (B) AGREES FOR THE BENEFIT OF THE ASSIGNOR, THE ADMINISTRATIVE AGENT AND THE COMPANY TO PROVIDE THE ASSIGNOR, THE ADMINISTRATIVE AGENT AND THE COMPANY FROM TIME TO TIME NEW FORMS AS REQUIRED BY SECTIONS 10.10(D)(III) AND 3.3(B) OF THE CREDIT AGREEMENT, AND TO COMPLY FROM TIME TO TIME WITH ALL APPLICABLE U.S. LAWS AND REGULATIONS WITH REGARD TO SUCH WITHHOLDING TAX EXEMPTION.

The Assignee. As of the Effective Date, the Assignee: (a) acknowledges and represents and warrants that it contacted the Assignor and initiated discussions and negotiations with respect to the assignment of the Assigned Note Interest and the Assigned Warrant Interests; (b) represents and warrants that the Assignee is legally authorized to enter into this Assignment and Acceptance and that this Assignment and Acceptance constitutes the legal, valid and binding obligation of the Assignee, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws which affect the enforcement of creditors' rights in general and the availability of equitable remedies; (c) represents and warrants that the Assignee was not formed, and is not being utilized, primarily for the purpose of making an investment in the Borrower and Holdings; (d) confirms that the Assignee has received a copy of the Bridge Loan Agreement and the other Bridge Loan Documents, together with copies of the financial statements and related certificates of Holdings and its Subsidiaries most recently required to have been delivered under Sections 7.01 and 7.02 of the Bridge Loan Agreement and such other documents and information as the Assignee has reasonably deemed appropriate to make its own investment analysis and decision to enter into this Assignment and Acceptance; (e) agrees that it will, independently and without reliance upon the Assignor, and based on such documents and information as it shall deem appropriate at the time, continue to make its own investment decisions in taking or not taking action under the Bridge Loan Agreement or the other Bridge Loan Documents; (f) agrees to execute such documents as are required to become a party to and join the Bridge Loan Agreement and other Bridge Loan Documents as a Lender and holder of the Bridge Notes and the Warrants thereunder (including without limitation the provisions pursuant to which consents, waivers and other actions in respect of the Bridge Notes and the Warrants are to be taken by the holders of less than all of the Bridge Notes or the Warrants, which actions shall be binding on all holders of the Bridge Notes or the Warrants); (g) agrees to perform in accordance with their respective terms all of the obligations that by the terms of the Bridge Loan Agreement and other Bridge Loan Documents are required to be performed by...

The Assignee. (i) confirms that it has received a copy of the Credit Agreement, together with copies of such financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption 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 Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as its agent on its behalf and to exercise such powers under the Credit Agreement 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 Credit Agreement are required to be performed by it as a Lender; and (v) specifies as its addresses for Base Rate Loans and Eurodollar Loans (and address for notices) the offices set forth beneath its name on the signature page hereof.

The Assignee. The Assignee represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is an Eligible Assignee and meets all the requirements to be an assignee under Section 11.6 of the Credit Agreement (subject to such minimum amounts and consents as required under Section 11.6(b)), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Share, shall have the obligations of a Lender hereunder, (iv) attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee, (v) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Share and either it, or the person exercising discretion in making its decision to acquire the Assigned Share, is experienced in acquiring assets of such type, (vi) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements most recently required to have been delivered under Sections 6.1(a) and 6.1(b) of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption, (vii) 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 Credit Agreement, (viii) appoints and authorizes the Administrative Agent to take such actions as Administrative Agent on its behalf under the Credit Agreement and the other Credit Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Administrative Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (ix) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender.

The Assignee. (a) represents and warrants that it is an Eligible Assignee; (b) confirms that it has received a copy of the Credit Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter this Assignment and Acceptance; (c) 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 Credit Agreement or any other Credit Documents; (d) appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and

The Assignee represents and warrants that it is a commercial bank registered with the Ministry of Finance and [resident] [having its principal office as a resident] for tax purposes in a jurisdiction] [branch or agency of a financial institution that is a resident of a jurisdiction] that is a party to an income tax treaty to avoid double taxation with Mexico and is legally authorized to enter into this Assignment and Acceptance;