Example ContractsClausesRepresentations of Assignee
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Assignee. The Assignee # represents and warrants that # 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, # it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, # 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 Interest, shall have the obligations of a Lender thereunder, # it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, 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 and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and # if it is a Foreign Lender, attached to the 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; and # agrees that # it will, independently and without reliance on 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, and # 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.

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

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Representations. In addition to the other covenants and representations herein, Borrower makes the following representations, covenants, or agreements to Lender, which representations, covenants, or agreements Borrower covenants to keep during the time that any indebtedness to be loaned to Borrower pursuant hereto remains unpaid (including renewals and extensions), to-wit:

Representations. By executing this Agreement, Executive represents that Executive is able to accept this role and carry out the work that it would involve.

Representations. All Representations shall be true as of the Closing and all such representations shall survive the Closing.

Representations by Enzo: Enzo hereby represents and warrants that: # as of the Effective Date, Enzo and/or its Affiliates own the Licensed Enzo Patent Rights, with all substantive rights in and to same, including the exclusive right to grant the license, collect royalties, collect past, present and future damages, grant the releases and covenants with respect to the Licensed Enzo Patent Rights set forth herein, and enforce those rights with legal standing; # as of the Effective Date, it has not assigned or otherwise transferred to any other Person any rights to the Licensed Enzo Patent Rights that would prevent Enzo from conveying the rights, releases and covenants set forth herein; # there are no liens or other encumbrances on the Licensed Enzo Patent Rights that would prevent Enzo from entering into this Agreement; # Enzo’s execution of this Agreement and the performance of Enzo’s obligations hereunder will not violate any agreement, whether oral or written, to which Enzo or its Affiliates is a party; # neither Enzo nor any of its Affiliates has granted, nor will grant, any licenses or other rights, under the Licensed Enzo Patent Rights, that would conflict with or prevent the rights granted to and its Affiliates; and # the person executing this Agreement on behalf of Enzo has the full right and authority to enter into this Agreement on Enzo’s behalf. Notwithstanding the foregoing, if any of Enzo’s patents are found invalid, this shall not cause a breach of the foregoing representation regarding Enzo or its Affiliates’ right to grant the license, release, or other rights provided herein.

The representations set out in this Clause are made by the Borrower to each Finance Party.

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Tenant hereby makes the following representations and warranties to Landlord:

Mutual Representations and Warranties. Assignee represents and warrants to Assignor that: # Assignee is duly authorized to execute and deliver this Agreement and to perform Assignee’s obligations hereunder; and # this Agreement is legally binding upon Assignee, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which Assignee is a party or by which Assignee may be bound. Assignor represents and warrants that this Agreement is legally binding upon Assignor, enforceable in accordance with its terms and does not conflict with any agreement, instrument or understanding, oral or written, to which Assignor is a party or by which Assignor may be bound.

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Representations. Assignee hereby represents and warrants to Assignor that as of the date hereof and immediately prior to the assignment of the Assigned Interests hereunder, the federal income tax basis in the Assigned Interests is not less than $2,750,000.

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