By Assignor. The Assignor shall defend, indemnify, and hold harmless the Assignee from and against and from any and all liability, claim of liability, or expense arising out of: (a) any default by the Assignor in performing its obligations under the provisions of the Operating Agreement occurring before the Effective Date, (b) any and all liability or expense of the Company arising before the Effective Date, and (c) any failure of the Assignor’s representatives contained in Section 2 to be true and complete in all material respects.
By Assignor. To induce the Assignee to accept the delivery of this Assignment, the Assignor hereby represents and warrants the following to the Assignee that, on the date hereof and at the time of such delivery:
2.1.1. The Assignor is the sole legal and beneficial owner of the Right. The Assignor has not sold, transferred, or encumbered any or all of the Right. Subject to the provisions of the statutes described in Public Deed No. 346 of June 19, 2020 granted by Notary 80 of the Bogotá Circle, which was registered in the Bogotá Chamber of Commerce on June 25, 2020 , the Assignor has the full and sufficient right at law and in equity to transfer and assign theRight, and is transferring and assigning the Right to the Assignee free and clear of any and all right, title, or interest of any other person whatsoever.
2.1.2. The Assignor has been given no notice of any default by the Assignor in performing its obligations under the provisions of the statutes and, to the best of the Assignor’s knowledge, information, and belief, the Assignor is not in default in performing those obligations.
2.1.3. The required consent of any member in the Company to this Assignment has been obtained.
By Assignor. Assignor indemnifies and holds harmless Assignee ----------- from and against any and all loss, damage, liability, cost or expense, including, without limitation, court costs and reasonable attorneys' fees, arising out of, by reason of, or in connection with any action, suit, charge, complaint, proceeding, obligation, undertaking or other similar matter arising out of or in connection with any transaction, event, act or omission involving the Leases and Security Deposits which occurred, accrued and/or arose prior to the date hereof.
By Assignor. To induce the Assignee to accept the delivery of this Assignment, the Assignor hereby represents and warrants the following to the Assignee that, on the date hereof and at the time of such delivery:
2.1.1. The Assignor is the sole legal and beneficial owner of the Membership Interest. The Assignor has not sold, transferred, or encumbered any or all of the Membership Right. Subject to the provisions of the Operating Agreement dated February 2, 2020 (the “Operating Agreement”), the Assignor has the full and sufficient right at law and in equity to transfer and assign the Membership Interest, and is transferring and assigning the Membership Interest to the Assignee free and clear of any and all right, title, or interest of any other person whatsoever.
2.1.2. The Assignor has been given no notice of any default by the Assignor in performing its obligations under the provisions of the Operating Agreement and, to the best of the Assignor’s knowledge, information, and belief, the Assignor is not in default in performing those obligations.
2.1.3. The required consent of any member in the Company to this Assignment has been obtained.
2.1.4. Attached as Exhibit A is a true and complete copy of the Operating Agreement and all amendments thereto.
By Assignor. To induce the Assignee to accept the delivery of this Assignment, the Assignor hereby represents and warrants the following to the Assignee that, on the date hereof and at the time of such delivery:
2.1.1. The Assignor is the sole legal and beneficial owner of the Membership Interest. The Assignor has not sold or transferred any or all of the Membership Interest. Subject to the provisions of the Regulations, the Assignor has the full and sufficient right at law and in equity to transfer and assign the Membership Interest.
By Assignor. Assignor hereby agrees to defend, indemnify and hold harmless Assignee from and against all liability, loss, cost, damage or expense arising out of or resulting from the breach by Assignor of: (i) any of Assignor's representations or warranties contained herein; or (ii) any obligations of Assignor under the Contracts, or as landlord under the Leases, arising prior to the Effective Date. EXHIBIT "D" -----------
By Assignor. Assignor shall indemnify, defend and hold harmless Assignee from and against all losses, claims, expenses, damages or liabilities of any kind, including, without limitation, reasonable attorneys’ fees, arising out of or in connection with the Membership Interests prior to the Effective Date.
By Assignor. To induce the Assignee to accept such delivery of this Assignment, the Assignor hereby represents and warrants to the Assignee that, on the date hereof and at the time of such delivery:
(a) Assignor is the legal and equitable owner of the Assigned Interests, free and clear of all liens, charges, claims, defenses, encumbrances and security interests of every kind and natures;
(b) the Partnership Agreement heretofore delivered to the Assignee is a true, correct and complete copy of the Partnership Agreement in effect on the date hereof;
(c) the execution, delivery and performance of this Agreement has been duly authorized by Assignor and the person signing on behalf of Assignor has been authorized to do so; [proof of authority to be delivered at time of execution] and
(d) No consent or approval of any third party is necessary for the validity of the background made hereunder; and
(e) Assignor has not heretofore assigned or transferred or purported to assign or transfer to any person, firm or corporation or other entity whomsoever the Assigned Interests or any interest therein.
By Assignor. The Assignor shall defend, indemnify and hold harmless the Assignee against and from any and all liability, claim of liability or expense arising out of any failure of the Assignor's representation contained in the provisions of Section 2 to be true, accurate and complete in all material respects.
By Assignor. The Assignor represents and warrants to and for the benefit of the Security Trustee as follows:
