Assignment of Guaranties and Warranties Sample Clauses

Assignment of Guaranties and Warranties. Developer, as assignor, hereby conditionally assigns, transfers and sets over to Owner, as assignee, all of its right, title and interest in and to all guarantees and warranties received by the Developer from contractors and suppliers in connection with the design, construction and development of the Project, provided that Developer shall be subrogated to the rights of the Owner with respect to any claims which have been guaranteed hereunder and satisfied by Developer pursuant hereto. Developer shall not take, and has not taken, any action or done anything which could limit the enforceability of such guarantees and warranties.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Assignment of Guaranties and Warranties. JY-TV ASSOCIATES, LLC, a Florida limited liability company, (the "Assignor") hereby assigns, sets over and transfers to MURANO 240, LLC, a Delaware limited liability company (the "Assignee") any right, title and interest, if any, in and to any and all transferable warranties and transferable guaranties relating to the personal property, assignable governmental permits, licenses, certificates and approvals relating to the Property, utility agreements, manufacturers’ warranties and guaranties relating to the personal property, and all development rights relating or appurtenant to the Property and the personal property situated on the Property described as follows: See Exhibit "A" attached hereto and made a part hereof (collectively the land with all improvements, the "Property"). but excluding (i) any rights or claims against the general contractor affiliate of the Assignor, any predecessors and former affiliates thereof, and (ii) any rights or claims under or with respect to the construction contract with the contractor of the Assignor, or any predecessors and former affiliates thereof. Dated: February 20, 2018 ASSIGNOR: JY-TV ASSOCIATES, LLC, a Florida limited liability company By: COURTELIS PROMENADE ASSOCIATES, LLC, its manager By: NEWCASTER DEVCORP., INC., its managing member By: /s/ Name: Exxxx Xxxxxxxxxx Title: Executive Vice President ASSIGNEE: MURANO 240, LLC, a Delaware limited liability company By: Cardone Equity Fund, LLC, a Delaware limited liability company Its: Managing Member By: Cardone Capital, LLC, a Delaware limited liability company Its: Manager By: /s/ Name: Gxxxx Xxxxxxx Title: Manager EXHIBIT "P" PENDING LITIGATION NONE EXHIBIT “R” ENVIROMNMENTAL AND OTHER REPORTS PHASE I ENVIRONMENTAL SITE ASSESSMENT GRANDE LAKES SEC OF JXXX XXXX G PARKWAY & TXXX-VINELAND ROAD OXXXX DO, ORANGE COUNTY, FLORIDA UES Project No.0140.1300360.000 UES Report No.1083302 Date: November 2013 EXHIBIT “S” PROHIBITION AGAINST CONDOMINIUM CONVERSION
Sample 1
Assignment of Guaranties and Warranties. Upon the completion of Tenant’s Additional Construction Obligations, Tenant shall assign to Landlord all guaranties and warranties by Contractor and/or any subcontractor relating to Tenant’s Additional Construction Obligations. In addition, to the extent necessary, at Landlord’s request, Tenant shall use commercially reasonable effects to assist Landlord in the enforcement of such guaranties and warranties.
Sample 1

Related to Assignment of Guaranties and Warranties

  • Representations and Warranties of Guarantor Guarantor hereby represents and warrants to the Lender as follows:

  • Representations and Warranties of Guarantors The Borrower has no knowledge that any of the representations or warranties of any Guarantor contained in any Loan Document to which such Guarantor is a party are untrue or inaccurate in any material respect.

  • Representations, Warranties and Covenants of Guarantor Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

  • Representations and Warranties of Each Guarantor To induce the Collateral Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Guarantor hereby represents and warrants to the Collateral Agent and each other Secured Party that the representations and warranties set forth in Section 5 of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party, each of which representations and warranties is hereby incorporated herein by reference, are true and correct in all material respects, and the Collateral Agent and each other Secured Party shall be entitled to rely on each of such representations and warranties as if fully set forth herein; provided that each reference in each such representation and warranty to the Borrower’s knowledge shall, for the purposes of this Subsection 4.1, be deemed to be a reference to such Guarantor’s knowledge.

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

  • Representations and Warranties; Reaffirmation (a) Borrower hereby represents and warrants to each Lender as follows:

  • Representations, Warranties and Agreements of the Purchaser The Purchaser hereby represents and warrants to, and agrees with, the Company as follows:

  • Reaffirmation of Representations and Warranties Each acceptance by the Company of an offer for the purchase of Notes (whether to one or more Agents as principal or through an Agent as agent), and each delivery of Notes (whether to one or more Agents as principal or through an Agent as agent), shall be deemed to be an affirmation that the representations and warranties of the Company herein contained and contained in any certificate theretofore delivered to the Agents pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to such Agent(s) or to the purchaser or its agent, as the case may be, of the Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (it being understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to each such time).

  • Representations and Warranties, Acknowledgments, and Agreements The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company, Series #TICKER and the Manager as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.