Assignor's Warranty. Except as otherwise provided in the Asset Purchase Agreement, Assignor hereby warrants that as of the effective date of this Assignment the Contract is in good standing, with no material claims, lawsuits, liens, or defaults; and with all required monies, fees, and other payments having been timely made; and that Assignor and Contracting Party are in substantial compliance with all Contract terms.
Assignor's Warranty. Assignors represent and warrant to Nu Skin that none of the Assignors have assigned any interest in the Beneficial Interest, the Valley Assignment, the Bank One Assignment, the Joint Development Agreement or any amounts payable thereunder to any person or entity other than to Nu Skin or to the other Assignors.
Assignor's Warranty. Except as otherwise provided in the Asset Purchase Agreement, Assignor hereby warrants that as of the effective date of this Assignment the Lease is in good standing, with no material claims, lawsuits, liens, or defaults; and with all required rents, fees, and other payments having been timely made, and that Assignor and Lessor are in substantial compliance with all Lease terms.
Assignor's Warranty. Assignor hereby represents and warrants that, to the best of Assignor's knowledge, Assignor is the sole lawful owner of and has good and marketable title to the Property free and clear of all liens and encumbrances, that no other party has any rights or interest in the Property, and that Assignor has full legal right, power and authority to sell, assign and transfer the Property as provided herein, provided, however, that the foregoing shall not be interpreted as a representation of non-infringement of unknown third party rights. Assignor will not execute any agreement in conflict with this Assignment and, at the request of the Company, Assignor will execute and deliver all papers and take such other action as may be necessary or desirable to protect and perfect title to the Property in the Company, its successors and assigns.
Assignor's Warranty. Assignor warrants and represents to Assignee that Assignor has full right and authority to acquire the Assets and to exercise the Option, in accordance with the terms and conditions of the Firecreek Agreement, as of the date of this Agreement.
Assignor's Warranty. Assignor warrants to Assignee marketable title. Should Seller under the Agreement be unable to deliver marketable title after both contractual and reasonable time to cure defects, Assignee's exclusive remedy for breach of this warranty is return of any portion of the Fee paid to Assignor as liquidated damages. This Fee is otherwise NON-REFUNDABLE.
Assignor's Warranty. The Assignor represents and warrants to the Assignee that:
a) the Contract, a true copy of which (including all amendments and schedules there to) is attached as Schedule A, constitutes the entire agreement between the Seller and the Assignor with respect to the Property and has not been modified or amended in any way;
b) the Contract is a good, valid and subsisting contract of purchase and sale and to the best of the Assignor’s knowledge, the Seller does not have any defence, set-off, claim or counterclaims against the Assignor;
c) the Seller’s consent to this Assignment Agreement is not required;
d) all of the Assignor’s obligations under the Contract have been, and will to the Effective Date, be duly observed and performed by the Assignor; and
e) the Assignor has not previously assigned the Contract, and the Assignor now has absolute authority to assign the Contract.
Assignor's Warranty. Assignor warrants that as of the date hereof there has been no breach of the Advisory Agreement by any of the parties thereto and that Assignor is in full compliance with all the terms and conditions of the Advisory Agreement and that Assignor has not assigned or encumbered all or any part of Assignor's rights under the Advisory Agreement.
Assignor's Warranty. (a) Assignor warrants and represents that it has not entered into any assignment, contract or understanding in conflict with the terms and provisions of this Agreement whether in part or in their entirety.
(b) Assignor represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the performance of such obligations will not conflict with or result in a breach of any agreement to which Assignor is a party or is otherwise bound.
(c) Assignor represents and warrants that (i) Assignor is the lawful owner of all right, title and interest in and to the Transferred IP Rights, and has the unrestricted right to grant the rights granted under Section 2 to this Agreement free and clear of any claims, liens, encumbrances, liens, or security interests and (ii) Assignor has no knowledge of any pending or threatened actions, investigations, claims or proceedings relating to the Transferred IP Rights.
Assignor's Warranty. The undersigned ASSIGNOR hereby warrants and certifies that to the best of his or her knowledge and belief, he or she is the sole and first creator, inventor, and/or developer of the Technology, he or she has full and complete rights to the Technology, and that, to the best of his or her knowledge and belief, the Technology does not infringe on and is not subject to any other proprietary rights of any third party.
