Assignor’s Warranties. The Assignor represents and warrants that, at the date of this Agreement:
(a) no act, event or omission has occurred which (or which with the passage of time) would render it liable to be struck off the register of the place in which it is incorporated;
(b) it has full power and authority to enter this Agreement and to perform and observe the terms and conditions of this Agreement;
(c) it is not in liquidation nor has it passed any resolution for its winding up, no receiver or receiver and manager has been appointed over all or any part of its property or undertaking, no petition has been presented for its winding up and no writ of execution has been issued against it or any of its property and, to the best of its knowledge, information and belief, no such action is threatened or contemplated and no act, event or omission has occurred which (or which with the passage of time) might result in any such event or action;
(d) it is the legal and beneficial owner of its Participating Interest;
(e) it has clear and marketable title to its Participating Interest and that interest is free and clear of any and all encumbrances, overrides or carries or rights or interests of third parties of any nature other than:
i. rights or interests created by the Act or the Permit; or
ii. rights or interests created under the JVOA;
(f) to the best of its knowledge, information and belief, after having made due enquiry, the Permit is in full force and effect and not subject to forfeiture or any other related process of any kind which may affect the title or good standing of the Permit for any reason;
(g) it is not engaged in any litigation or arbitration proceedings or other dispute in respect of the Permit, nor is it aware, to the best of its knowledge, information and belief, after having made due enquiry, of any pending or threatened litigation or arbitration proceedings or other dispute in respect of the Permit;
(h) it is not aware of any outstanding breach of any lawful obligation that will materially adversely affect the Permit; and
(i) it is not aware of any material circumstances which have not been disclosed to the Assignee prior to the date of this Agreement and which might reasonably be expected materially and adversely to affect the Permit or the value of the Assigned Interest or which might otherwise be material to the Assignee.
Assignor’s Warranties. Assignor warrants to Assignee that (i) it has the full right, title and interest in and to the Assigned Economic Interest and the power and right to assign the Assigned Economic Interest to Assignee, and (ii) it is the sole owner of the Assigned Economic Interest, free and clear of any security interest, charges or encumbrances of any nature whatsoever.
Assignor’s Warranties. Assignor hereby represents and warrants to Assignee that:
(a) At the time of this Assignment, Assignor is the lawful owner of that interest in and to the Leasehold Estate assigned hereby and Assignor has the right, power and authority to assign the same to Assignee.
(b) Assignor has not previously assigned, transferred or conveyed any of its right, title or interest in or to the Leasehold Estate.
(c) The Lease is free and clear of any and all liens, charges, encumbrances and claims whatsoever.
Assignor’s Warranties. The Assignor represents and warrants that
(a) the Trademarks are its sole and exclusive property;
(b) it has the full right and power to make this Agreement;
(c) it has not pledged, mortgaged, assigned, or otherwise granted any rights in the Trademarks or any part thereof or any interest therein in any part of the Territory, and there exists no adverse claim thereupon or thereto, except as noted on Exhibit 3 hereto;
(d) trademark registrations have been secured therein by the Assignee in each jurisdiction in the Territory listed on Exhibit 4 hereto, or application has been made therefor and such applications and registrations are current, valid and (as to registrations) enforceable, except as noted on Exhibit 4,
(e) to the best of Assignor's knowledge, including constructive knowledge of any state of affairs that would be disclosed by the reasonable exercise of ordinary care by an owner and licensor of the Trademarks, neither the Trademarks nor any part thereof infringe upon the title, trademark, trade name or property rights of any person, firm or corporation anywhere in the world, except as noted on Exhibit 5 hereto.
Assignor’s Warranties. The Assignor represents and warrants that the Assignor has heretofore duly executed and delivered the Lease Agreement and that there exist no other agreements, amendments or understandings to which the Assignor is a party relating to the Lease Agreement. The Assignor further represents and warrants that the rent is paid through March 31, 2008, and the Assignor has complied to the date hereof with all covenants on the Assignor’s part in the Lease Agreement, including, without limitation, the payment of rents.
Assignor’s Warranties. Assignor warrants that: (a) Assignor has good title to the Lease hereby assigned and good right to assign the same, and no other person, firm or corporation has any right, title or interest therein; (b) Assignor has duly and punctually performed all the terms, covenants, conditions and warranties of the Lease on Assignor’s part to be kept, observed and performed; (c) Assignor has not previously sold, assigned, transferred, mortgaged or pledged the rents from the Real Property, whether now due or hereafter to become due; (d) the Lease is valid and enforceable and has not been altered, modified or amended in any manner whatsoever save as herein set forth; (e) the lessee named therein is not in default under any of the terms, covenants, or conditions thereof; and (f) no rent reserved in the Lease has been assigned or anticipated and no rent for any period subsequent to the date of this Assignment has been collected in advance of the time when the same became due under the terms of the Lease.
Assignor’s Warranties. Assignor warrants to Assignee that, to Assignor’s knowledge, as of the Effective Date: the State Land Board Lease is valid, in full force and effect, unmodified and that Assignor is not in default of any terms and conditions of the State Land Board Lease. Assignor further warrants and represents to Assignee that Assignor has not assigned, transferred, pledged, hypothecated or transferred any interest in the State Land Board Lease.
Assignor’s Warranties. The Assignor hereby represents and warrants to NCR that:
4.1 prior to the execution of this Assignment, the benefit of any Merchant Contract has not been assigned or charged to any person and no lien or other encumbrance has arisen thereon;
4.2 it has not done or omitted to do any act or thing which has prejudiced or may in any way prejudice its rights under any Merchant Contract or NCR's rights hereunder;
4.3 each Merchant Contract is in full force and effect and neither the Assignor nor the Merchant is in default thereunder and no event has occurred which, with the giving of notice and/or the lapse of time, would constitute a breach thereof;
4.4 it has full power and authority to execute this Assignment and perform its obligations hereunder.
Assignor’s Warranties. The Assignor warrants that he has not entered and shall not hereafter enter into any agreement with any party other than the Assignee with respect to the Intellectual Property Rights to the Processes and the said Intellectual Property Rights are not the subject of any charge, lien or other encumbrance held by any person other than the Assignee.
Assignor’s Warranties. 6.1 The Assignor hereby warrants and represents that:
6.1.1 the IPR is owned solely, exclusively and absolutely by the Assignor and that the Assignor is free to assign it/them absolutely to the Assignee;
6.1.2 the Patents exist and, but for the assignment to the Assignee under this Agreement, would be fully enforceable by the Assignor against any third party;
6.1.3 no third party has any right, title or interest in the IPR nor has claimed the same at any time prior to the Effective Date;
6.1.4 to the best of its current knowledge and belief after due and diligent enquiry, the Patents are free from any and all charges and encumbrances;
6.1.5 to the best of its current knowledge and belief after due and diligent enquiry, the Patents are not being infringed (nor threatened to be so) by any third party as at the Effective Date;
6.1.6 to the best of its current knowledge and belief after due and diligent enquiry, no third party has infringed the Patent(s) at any time prior to the Effective Date.
6.2 The Assignor gives neither warranties nor makes any representations beyond those detailed in sub-Clause 6.1 with respect to the IPR and any other matters arising out of this Agreement.
6.3 The Assignor hereby acknowledges that, in entering into this Agreement, it does not rely on any warranty, representation or undertaking other than those expressly set out in this Agreement and further waives any claim for breach of any representation which is not specifically contained in this Agreement as a warranty, save for those made fraudulently.
