Common use of Assignor’s Representations and Warranties Clause in Contracts

Assignor’s Representations and Warranties. Installation Assignor represents, warrants, and agrees as follows as of the Effective Date: (a) Installation Assignor is the legal and equitable owner and holder of the Warranty Agreement; (b) The Warranty Agreement has not been assigned or hypothecated by Installation Assignor in any manner, except to Assignee; (c) Buyer has made all payments of principal, finance charges, and any other amounts due, if any, under the Home Improvement Agreement; (d) Any liens are valid against the property described in the Credit Agreement and the Warranty Agreement; (e) The collateral subject to the Credit Agreement and the Warranty Agreement has been well maintained and is in good operating condition and repair, ordinary wear and tear excepted, and is free from defects other than such minor defects as do not interfere with the intended use or materially adversely affect its resale value; (f) There are no defaults by Buyer or Installation Assignor presently existing under the Warranty Agreement, and Installation Assignor knows of no claims or offsets that Buyer may have against the payment of indebtedness under the Credit Agreement, or performance of the Warranty Agreement; (g) Installation Assignor has full right, power and authority to transfer and convey the Warranty Agreement and to execute this Assignment; and (h) Upon the Interconnection Date, Assignee will be the legal and equitable owner of the Warranty Agreement, free of all liens or other encumbrances.

Assignor’s Representations and Warranties. Installation Assignor represents, warrants, and agrees as follows as As of the Effective DateTime, Assignor hereby represents and warrants to Assignee that: (a) Installation Assignor is a corporation organized and existing under the legal laws of Vietnam and equitable owner has the corporate power to enter into and holder of perform, and has taken all necessary corporate action to authorize entry into, performance and delivery of, this Novation Agreement and the Warranty transactions contemplated hereby and by the Assigned Purchase Agreement;; * Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. VLC-HAZ Purchase Agreement Novation and Amendment No. 3710 P.A. No. 3290 (b) The Warranty this Novation Agreement has not been assigned or hypothecated duly authorized, executed and delivered by Installation Assignor in any mannerand constitutes the valid, except to Assigneelegal and binding obligation of Assignor; (c) Buyer has made all payments the performance of principalthis Novation Agreement require neither Assignor’s shareholders’ approval nor the consent or approval of, finance chargesthe giving notice to, and the registration with or the taking of any other amounts due, if any, under the Home Improvement Agreementaction in respect of any governmental authority or agency except such as have been obtained and are in full force and effect; (d) Any liens are valid against the property Assigned Purchase Agreement is in full force and effect and constitutes the entire agreement between Manufacturer and Assignor with respect to the purchase of the Aircraft and has not, except by, or as described in the Credit Agreement and the Warranty Assigned Purchase Agreement, been amended, varied, modified, novated, cancelled or terminated; (e) The collateral subject to the Credit best of Assignor’s knowledge, it has performed all its obligations under the Assigned Purchase Agreement and no Event of Default (as defined in the Warranty Agreement Assigned Purchase Agreement) has been well maintained occurred and is in good operating condition and repair, ordinary wear and tear excepted, and is free from defects other than such minor defects as do not interfere with the intended use or materially adversely affect its resale value;continuing; and (f) There are no defaults by Buyer it has not assigned, transferred or Installation Assignor presently existing under created any Lien in or over the Warranty AgreementAircraft, and Installation Assignor knows of no claims in or offsets that Buyer may have against over the payment of indebtedness under Assigned Purchase Agreement or in connection with the Credit Agreement, or performance of the Warranty Agreement; (g) Installation Assignor has full right, power and authority to transfer and convey the Warranty Agreement and to execute this Assignment; and (h) Upon the Interconnection Date, Assignee will be the legal and equitable owner of the Warranty Agreement, free of all liens or other encumbrancesAircraft.

Assignor’s Representations and Warranties. Installation Assignor representsacknowledges that, warrantsin order for Assignee to pursue the recovery of the Assigned Claims and to obtain the full benefit of this Agreement, Assignee must receive full legal right, title, standing, and agrees as follows interest in the Assigned Claims which are the subject of this Agreement. Assignor hereby represents and warrants that, as of the Effective Datedate of this Agreement’s execution, Assignor possesses full legal right, title, standing, and interest in the Assigned Claims being assigned. Further, Assignor represents and warrants as follows, and acknowledges that Assignor’s representations and warranties are a material inducement for Assignee entering into this Agreement: i. Neither the execution, delivery, nor performance of this Agreement will conflict with or violate Assignor’s governing corporate documents or conflicts with or violates any other agreement, license, contract, instrument, or other commitment or arrangement to which Assignor is bound. ii. Assignor holds and possesses all rights, authorizations, title, interest in, and ownership of the Assigned Claims, free and clear of all liens and encumbrances. iii. Assignor has no knowledge of any nonpublic lawsuit, judicial, or administrative action, suit, investigation, or proceeding of any kind that is pending threatened, in any court or before any governmental or regulatory authority which would (a) Installation Assignor is prevent the legal and equitable owner and holder carrying out of the Warranty Agreement; Assignment of the Assigned Claims; (b) The Warranty declare this Agreement or the Assignment of the Assigned Claims to be unlawful; (c) cause the rescission of this Agreement; or (d) have a material adverse effect upon this Agreement or the Assignment of the Assigned Claims. iv. Assignor has either made payment on, or has assumed full risk, obligation, and responsibility for the payment of, the healthcare claims for and on behalf of the enrollee members that are the subject of the Assigned Claims, and has not received full or partial reimbursement for said payments from any source unless otherwise disclosed to Assignee or MSP Recovery by Assignor. v. Assignor has the legal right to assign Claims for services provided by its controlled affiliate network providers. vi. Assignor does not have any contract or agreement with any subrogation or cost recovery vendor and no subrogation claims are currently being pursued. vii. Assignor has advised any and all subrogation vendors that the recovery rights relating to the Assigned Claims belong to Assignee. viii. Assignor understands that the offer and sale hereunder for MSPR Xxxxxx has not been assigned registered under any U.S. federal or hypothecated by Installation state securities laws. Assignor is a sophisticated institution capable of making an investment decision in any manner, except the MSPR Shares and is legally eligible to Assignee; (c) Buyer has made all payments of principal, finance chargesdo so, and any other amounts due, if any, under the Home Improvement Agreement; (d) Any liens are valid against the property described in the Credit Agreement and the Warranty Agreement; (e) The collateral subject to the Credit Agreement and the Warranty Agreement has been well maintained and is in good operating condition and repair, ordinary wear and tear excepted, and is free from defects other than such minor defects as do not interfere with the intended use or materially adversely affect its resale value; (f) There are no defaults by Buyer or Installation Assignor presently existing under the Warranty Agreement, and Installation Assignor knows of no claims or offsets that Buyer may have against the payment of indebtedness under the Credit Agreement, or performance of the Warranty Agreement; (g) Installation Assignor has full right, power and authority done all due diligence satisfactory to transfer and convey the Warranty Agreement and it in order to execute this Assignment; and (h) Upon the Interconnection Date, Assignee will be the legal and equitable owner of the Warranty Agreement, free of all liens or other encumbrancesmake an investment decision.

Assignor’s Representations and Warranties. Installation Assignor represents, warrants, represents and agrees warrants to Assignee as follows as of the Effective Datefollows: (ai) Installation Assignor is has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to fulfill its obligations under, and consummate the legal and equitable owner and holder of the Warranty transactions contemplated by, this Agreement; (bii) The Warranty the making and performance by Assignor of this Agreement has and all documents required to be executed and delivered by it hereunder do not been assigned and will not violate any law or hypothecated by Installation Assignor in regulation of the jurisdiction of its organization or any manner, except other law or regulation applicable to Assigneeit; (ciii) Buyer this Agreement has made all payments been duly executed and delivered by it and constitutes the legal, valid and binding obligations of principalAssignor, finance charges, and any other amounts due, if any, under the Home Improvement Agreementenforceable against it in accordance with its terms; (div) Any liens are valid against all approvals and authorizations of, all filings with and all actions by any governmental or other administrative or judicial authority necessary for the property described in the Credit validity or enforceability of Assignor's obligations under this Agreement and the Warranty Agreementhave been obtained; (ev) The collateral subject the amounts of Assignor's respective Commitments and the aggregate outstanding principal amount of the Loans and LC Draw Obligations held by the Assignor are, on and as of the date of this Agreement (immediately prior to giving effect to the Credit Agreement sale, assignment and the Warranty Agreement has been well maintained and is transfer contemplated by Section 2), correctly set forth in good operating condition and repair, ordinary wear and tear excepted, and is free from defects other than such minor defects as do not interfere with the intended use or materially adversely affect its resale value; (f) There are no defaults by Buyer or Installation Assignor presently existing under the Warranty Agreement, and Installation Assignor knows of no claims or offsets that Buyer may have against the payment of indebtedness under the Credit Agreement, or performance of the Warranty Agreement; (g) Installation Assignor has full right, power and authority to transfer and convey the Warranty Agreement and to execute this AssignmentSchedule A hereto; and (hvi) Upon immediately prior to giving effect to the Interconnection Datesale, Assignee will be assignment and transfer contemplated by Section 2, the Assignor has good title to, and is the sole legal and equitable beneficial owner of of, the Warranty AgreementPurchased Percentage, free and clear of all liens or liens, security interests, participations and other encumbrances.