By the Assignor Sample Clauses
The "By the Assignor" clause defines the rights, obligations, or actions that must be performed by the party transferring their interest or rights under an agreement, known as the assignor. This clause typically outlines the assignor's responsibilities, such as providing necessary documentation, ensuring the validity of the assignment, or warranting that the rights being assigned are free from encumbrances. Its core practical function is to clarify the assignor's duties in the assignment process, thereby reducing the risk of disputes and ensuring a smooth transfer of rights or obligations.
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By the Assignor. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing the Assignor shall deliver or cause to be delivered to the Assignee:
(A) a counterpart of the Promissory Note, duly executed by the Assignor;
(B) a certificate signed on behalf of the Assignor by a duly authorized officer of the Assignor (solely in his or her capacity as such and not in his or her personal capacity, and without personal liability), certifying that the conditions set forth in Section 1.2(a) and Section 1.2(b)(i) have been satisfied; and
(C) all corporate, legal, accounting and tax records of Pequod, including without limitation, accounting records, either electronic or physical, tax returns filed with the tax authorities (including the applicable filing receipts), tax compliance reports, transfer pricing documentation, and tax working papers and supporting documentation of all transactions and events recognized in such tax returns and reports.
By the Assignor. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing the Assignor shall deliver or cause to be delivered to the Assignee:
(A) a counterpart of the Promissory Note, duly executed by the Assignor;
(B) a certificate signed on behalf of the Assignor by a duly authorized officer of the Assignor (solely in his or her capacity as such and not in his or her personal capacity, and without personal liability), certifying that the conditions set forth in Section 1.2(a) and Section 1.2(b)(i) have been satisfied; and
(C) all corporate, legal, accounting and tax records of Harpoon, including without limitation, accounting records, either electronic or physical, tax returns filed with the tax authorities (including the applicable filing receipts), tax compliance reports, transfer pricing documentation, and tax working papers and supporting documentation of all transactions and events recognized in such tax returns and reports.
By the Assignor. In consideration for agreeing to assign the Business Assets to the Assignee on the terms and conditions contained in this Agreement, Toreador Turkey Limited and Toreador Turkey Limited, Ankara Turkey Branch hereby jointly and severally represent, warrant and undertake to the Assignee in terms of the Warranties set out below, which also shall be valid as at the Closing Date. For these purposes, the “Warranties” given by the Assignor are as follows: