Assignor Warranties Sample Clauses

Assignor Warranties. The Assignor warrants and represents to, and covenants with, the Assignee that:
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Assignor Warranties. Assignor represents and warrants to the Company ------------------- that Assignor is the sole owner, inventor and/or author of, and that Assignor owns, and can grant exclusive right, title and interest in and to, each of the Assigned Assets 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 Assigned Assets. Assignor further represents and warrants to the Company that the Assigned Assets are free of any claim of any prior employer of Assignor or any school, university or other institution Assignor attended, and that 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.
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Assignor Warranties. Assignor represents and warrants that: (a) the Deliverables, including without limitation, Assignor’s contributions to the Software, are original developments of Assignor and do not infringe upon or violate any third party’s legal or contractual rights, including any copyrights, trade secrets, trademarks or other intellectual property rights, or rights of privacy or publicity; (b) the Deliverables do not contain any libel or slander upon any person or entity; (c) the Software contains no “open source” or similarly licensed code other than that listed on Schedule A attached hereto; (d) to the extent the Deliverables consist of any computer code, as delivered by Assignor, the Deliverables do not contain any viruses, Trojan horses, worms, time-bombs, or other malicious or injurious code of any nature; and (e) as delivered by Assignor, TigerLogic has good and marketable title to each Deliverable, free and clear of all liens and encumbrances. In the event of a breach of the foregoing representations and warranties by Assignor, Assignor shall, at TigerLogic’s sole discretion, repair or replace the defective or infringing Deliverables; provided that if the foregoing remedy is impractical, Assignor shall provide a full refund of all amounts paid by TigerLogic to Assignor under this Agreement, in addition to any other rights and remedies that may remain available to TigerLogic.
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Assignor Warranties. (a) Vienna represents and warrants that:
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Assignor Warranties. Assignor hereby warrants and agrees as follows, to-wit:
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Assignor Warranties. Each Assignor represents and warrants to the Company that, except only for the interest of the other Assignor, such Assignor is the sole owner, inventor and/or author of, and that such Assignor owns, and can grant exclusive right, title and interest in and to, each of the Assigned Assets without the consent of any other party, and that none of the Assigned Assets is currently 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 Assigned Assets. Each Assignor further represents and warrants to the Company that the Assigned Assets are free of any claim of any prior employer of such Assignor or any school, university or other institution such Assignor attended, and that such 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 other than the claims of the other Assignor.
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Assignor Warranties. Assignor warrants to Assignee that (a) Assignor is the sole owner of the entire lessor's interest in the Leases; (b) the Leases are valid, enforceable and in full force and effect and have not been altered, modified or amended in any manner whatsoever except as disclosed to Assignee; (c) neither the Leases nor the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (d) none of the Rents have been collected for more than one (1) month in advance; (e) Assignor has full power and authority to execute and deliver this Assignment and the execution and delivery of this Assignment has been duly authorized and does not conflict with or constitute a default under any law, judicial order or other agreement affecting Assignor or the Mortgaged Property; (f) except as otherwise disclosed to Lender by delivery of Leases, estoppels, the rent roll or other written disclosure, the premises demised under the Leases have been completed and Lessees under the Leases have accepted the same and have taken possession of the same on a rent paying basis; (g) there exist no offsets or defenses to the payment of any portion of the Rents; (h) no Lease contains any option to purchase, or right of first refusal to lease or purchase, the Mortgaged Property, other than Starbucks, which right of first refusal applies solely to a sale of the parcel it occupies; and (i) to Borrower's knowledge, no party under any Lease is in default.
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Assignor Warranties. Assignor represents and warrants as follows:
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Related to Assignor Warranties

  • Purchaser Warranties 8.1. The Purchaser warrants to the Seller as at the Execution Date, and, save as expressly provided otherwise, as at the Completion Date in terms of the warranties set out in Schedule 4 (“Purchaser Warranties”).

  • Warranties of Seller Seller represents and warrants to Buyer as follows:

  • Representations or Warranties Any of the Representations and Warranties is discovered to have been false in any material respect when made.

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • Further Warranties The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party, jointly and severally, makes the following representations and warranties to Buyer:

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • No Other Representations or Warranties (a) Except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of Purchaser or the Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities.

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date:

  • Warranties a. The Investor(s) makes the following representations and warranties to Escrow Agent:

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