Assignor Representations and Warranties. As of the date hereof and as of the Effective Date, Assignor hereby represents and warrants to Assignee the following:
Assignor Representations and Warranties. The Assignor represents and warrants to the Company that to the best of Assignor’s knowledge the Assignor is the owner, inventor and/or author of, and can grant exclusive right, title and interest in and to, each of the Assigned Assets transferred by the Assignor hereunder and that none of the Assigned Assets are subject to any dispute, claim, prior license or other agreement, assignment, lien or rights of any third party, or any other rights that might interfere with the Company’s use, or exercise of ownership of, any of the Assigned Assets. The Assignor further represents and warrants to the Company that to the best of Assignor’s knowledge the Assigned Assets are free of any claim of any prior employer or third party client of the Assignor or any school, university or other institution the Assignor attended, and that the Assignor is not aware of any claims by any third party to any rights of any kind in or to any of the Assigned Assets. The Assignor agrees to immediately notify the Company upon becoming aware of any such claims.
Assignor Representations and Warranties. The Assignor warrants and represents to, and covenants with, the Assignee that:
Assignor Representations and Warranties. The Assignor (i) represents and warrants to the Assignee, (A) the Assignor is the sole legal and beneficial owner of the Assigned Interests being contributed, assigned and transferred by it hereunder to the Assignee, (B) the Assignor has good and marketable title, free and clear of any lien, security interest, charge or adverse claim (as defined in Section 8-102 of the UCC), to the Assigned Interests, (C) the Assignor has not conveyed any interest in the Assigned Interests to any other person or entity, and (D) the Assignee shall acquire from the Assignor the Assigned Interests and good and marketable title thereto, free and clear of any lien, security interest or adverse claim (as defined in Section 8-102 of the UCC); (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created in connection with, the Loan Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any obligor in respect of any Fund Investment or the performance or observance by such obligor of any of its obligations under any Credit Document or any other instrument or document furnished pursuant thereto; and (iv) represents and warrants to the Assignee and its assignees that (A) the Assignor is not insolvent and is not the subject of any insolvency, bankruptcy, reorganization, arrangement or other similar proceedings or general assignment for the benefit of its creditors, and (B) the sale, contribution, transfer and assignment of the Assigned Interests contemplated by Section 1 of this Agreement has been treated in all respects as a true sale or contribution and transfer of title and economic interest on the financial statements, books and records of the Assignor, and the Assigned Interests have been removed from, and are not shown as an asset on, the financial statements, books and records of the Assignor (except that the Assigned Interests may be included on the consolidated financial statements of the Assignor). The Assignor further represents and warrants that there is no litigation, proceeding or investigation pending or, to the knowledge of the Assig...
Assignor Representations and Warranties. The Assignor (A) represents and warrants to be true and correct in all material respects that (1) it is the legal and beneficial owner of the Remaining Assigned Interest, (2) the Remaining Assigned Interest is free and clear of any Lien (as defined below), (3) it has full power and authority, and has taken all action necessary, to execute and deliver the Assignment and Assumption (and the annexes and the exhibits attached thereto) and to consummate the transactions contemplated hereby, (4) the amounts set forth in Section 5 of the Assignment and Assumption are true, correct and complete and PFG controls all aspects (including voting and consent rights, subject to any consent rights with respect to amendments to the Loan Documents held by the Borrowers), and legally and beneficially owns all, of the Remaining Notes and other Obligations under the Loan Documents immediately prior to giving effect to the Assignment and Assumption (and the annexes and exhibits thereto), (5) none of the Remaining Notes have been assigned or converted into any Equity Interest (as defined below) (whether by Optional Conversion, Mandatory Conversion or otherwise), (6) the Assignor has not granted, sold, assigned or transferred any of, and has not otherwise impaired, its voting, consent or similar rights under the Loan Documents, (7) it is sophisticated with respect to decisions to sell, assign or transfer assets of the type represented by the Remaining Assigned Interest and either it, or the Person exercising discretion in making its decision to sell, assign and transfer the Remaining Assigned Interest, is experienced in selling, assigning and transferring assets of such type, (8) it has been accorded the opportunity to receive such documents and information as it deems appropriate to make its own credit analysis and decision to enter into the Assignment and Assumption and to sell, assign and transfer the Remaining Assigned Interest, and (9) it has, independently and without reliance upon the Assignee or any of the Assignee’s Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Assignment and Assumption and to sell, assign and transfer the Remaining Assigned Interest; and (B) assumes no responsibility with respect to (1) any statements, warranties or representations made by the Borrowers or any guarantors in or in connection with the Loan Agreement or any other Loan Document, (2) the execut...
Assignor Representations and Warranties. (i) Assignor hereby represents and warrants to Assignee as follows:
Assignor Representations and Warranties. Assignor represents and warrants:
Assignor Representations and Warranties. Assignor further represents and warrants to Assignee as of the Effective Date that: a) to the knowledge of Assignor, no objection to the Transferred Rights have been made; b) no payment or other distribution has been received by or on behalf of Assignor in full or partial satisfaction of the Transferred Rights; c) Assignor has not previously sold, assigned or pledged the Transferred Rights, in whole or in part, to any party; d) Assignor owns and has good and marketable title to the Transferred Rights, free and clear of any and all liens, claims, security interests, participations, or encumbrances of any kind or nature whatsoever; e) Assignor has not signed any agreements or instruments with respect to the Transferred Rights other than those agreements referenced in the Proof of Claim or otherwise comprising the basis for the Claim; f) Assignor has not received any written notice that the Transferred Rights is void or voidable or subject to any disallowance, reduction, impairment or objection of any kind; g) Assignor is not an “affiliate” or “insider” within the meaning of 11 U.S.C. Sections 101 (2) and (31) respectively, and is not, and has not been, a member of any official or unofficial creditors’ committee appointed in these Bankruptcy Proceedings; and h) Assignor is not “insolvent” within the meaning of Section 1-201(23) of the Uniform Commercial Code or within the meaning of Section 101(32) of the Bankruptcy Code.
Assignor Representations and Warranties. Assignor represents and warrants to Assignee the truth and accuracy of the following as of the date on which Assignor executes this Agreement:
Assignor Representations and Warranties. Each Assignor, individually and not jointly and severally: (a) represents and warrants that as of the Effective Date and the Closing Date (i) it is the sole legal and beneficial owner of, and has good title to, the Assigned Documents and the Assigned Interests thereunder, (ii) the Assigned Documents and the Assigned Interests thereunder are free and clear of any lien, encumbrance or other adverse claim (other than the liens being conveyed to Assignee pursuant hereto), (iii) it is legally authorized to enter into and perform this Assignment Agreement and (iv) neither Assignor nor any Person acting on its behalf has or will become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Assignment Agreement; and (b) (i) makes no other representation or warranty and assumes no responsibility with respect to any statement, warranty or representation made in or in connection with the Assigned Documents and Assigned Interests or the execution, legality, validity, enforceability, genuineness, sufficiency or value of such documents and interests and (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Company of its obligations under the Assigned Documents.
