No Prior Transfer of Claims Sample Clauses

No Prior Transfer of Claims. Borrower and the Guarantors hereby warrant and represent to Lender that, as to any released Claim, each of them is the sole and absolute owner thereof, free and clear of all of the rights and interest of any other person therein and has the right, ability and sole power to release such released Claim.
Sample 1
No Prior Transfer of Claims. The LBI Trustee has not prior to the Execution Date assigned or transferred, and will not prior to or upon the Effective Time assign or transfer, any of the Possible Claims Released by him, or that but for such assignment or transfer would be Released, under Section 2.04(a), 3.01 or 6.01, except in each case for any Excluded Item (as to which no representation, warranty, covenant or agreement is made under this Section 4.01(e)).
Sample 1
No Prior Transfer of Claims. Songstagram hereby warrants and represents to bBooth, as to any released Claim, that its is the sole and absolute owner thereof, free and clear of all of the rights and interest of any other person therein and has the right, ability and sole power to release such released Claim.
Sample 1
No Prior Transfer of Claims. Each of the Company and Amer Parent represents and warrants to the other party that it is the sole and lawful owner of all right, title and interest in and to every Claim released hereby and that no portion of any Claim, right, demand, action or cause of action that it has or might have against any other party, nor any portion of any such Claim, to which it may be entitled, has been assigned or transferred to any other person in any manner, including by way of subrogation or operation of law or otherwise. Each of the Company and Amer Parent further represents and warrants to the other party that it does not know of any person or entity not a party hereto who has (or claims to have) any interest in any Claim or right which is released hereby. In the event that any Claim should be made or instituted against a party or parties hereto because of a purported assignment, subrogation or transfer, the party who so assigned, subrogated or transferred that Claim agrees to defend, indemnify and hold harmless the other party against the Claim and to pay and satisfy any such Claim, including necessary expenses of investigation, attorneys’ fees and costs. The Company and Amer Parent intend that the releases provided for in this Agreement be full, complete and final releases within the scope of the release set forth in this Section 5.7.
Sample 1
No Prior Transfer of Claims. By executing this Release, each Party represents and warrants that it has not sold, assigned, transferred, or otherwise conveyed any of the claims, rights or causes of action that it had, has, or may have against any other Party.
Sample 1
No Prior Transfer of Claims. By executing this Agreement, each Party represents and warrants that it has not sold, assigned, transferred, or otherwise conveyed any of the claims, rights or causes of action that it had, has, or may have against any other Party.
Sample 1

Related to No Prior Transfer of Claims

  • Transfer of Contracts 33.1 The contractor shall not abandon, transfer, cede assign or sublet a contract or part thereof without the written permission of the purchaser.

  • No Prior Agreements Employee hereby represents and warrants to the Company that the execution of this Agreement by Employee and his employment by the Company and the performance of his duties hereunder will not violate or be a breach of any agreement with a former employer, client or any other person or entity. Further, Employee agrees to indemnify the Company for any claim, including, but not limited to, attorneys' fees and expenses of investigation, by any such third party that such third party may now have or may hereafter come to have against the Company based upon or arising out of any non-competition agreement, invention or secrecy agreement between Employee and such third party which was in existence as of the date of this Agreement.

  • No Prior Restrictions Employee affirms and represents that Employee is under no obligations to any former employer or other third party which is in any way inconsistent with, or which imposes any restriction upon, the employment of Employee by Employer, or Employee's undertakings under this Agreement.

  • No Transfer of License This license is personal to you and may not be sublicensed, assigned, or transferred by you to any other person without publisher's written permission.

  • Transfer of Control Transfer of control shall take place at the AoR boundary, unless otherwise specified in paragraph E.3.

  • No Prior Assignment There are no prior assignments of the Leases or any portion of the Rents due and payable or to become due and payable which are presently outstanding.

  • No Prior Offer The Mortgage Loan has not previously been offered for sale;

  • No Prior Assignments The Parties separately represent and warrant that they have not directly or indirectly assigned, transferred, encumbered, or purported to assign, transfer, or encumber to any person or entity and portion of any liability, claim, demand, action, cause of action, or right released and discharged by the Party in this Settlement.

  • Transfer of Rights (a) The Rights may be transferred, after the transfer form attached to the Rights Certificate as set out in Schedule “B” is duly completed and the Rights Certificate and transfer form are lodged with the Rights Agent and upon compliance with all other conditions in that regard required by this Indenture. (b) Subject to Sections 2.8 and 2.9(c) and such reasonable documentary requirements as the Rights Agent may prescribe and all applicable securities laws and requirements of Regulatory Authorities, the Rights may be transferred on the register kept at the Rights Agency by the Holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and manner of execution satisfactory to the Rights Agent only upon the surrendering of the relevant Rights Certificate with the transfer form forming part thereof duly completed and signed. After receiving the surrendered Rights Certificate and upon the Holder surrendering the same meeting the requirements set forth above, the Rights Agent shall issue to the transferee a Rights Certificate representing the Rights transferred. (c) No transfer of a Right shall be valid: (i) unless made in accordance with the provisions hereof; (ii) until, upon compliance with such reasonable requirements as the Rights Agent may prescribe, such transfer is recorded on the register maintained by the Rights Agent pursuant to Subsection 2.9(a); and (iii) until all governmental or other charges arising by reason of such transfer have been paid. (d) The Rights Agent will promptly advise Pan American of any requested transfer of the Rights. Pan American will be entitled, and may direct the Rights Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Rights on the register kept by the Rights Agent, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies or any Regulatory Authority having jurisdiction, it being acknowledged and agreed that the Rights and the Pan American Shares issued pursuant to the exercise of the Rights shall be freely trading securities in Canada and freely transferable securities in the United States (other than by “affiliates” of Pan American and former “affiliates” of Tahoe, as such term is defined in Rule 144 under the U.S. Securities Act). (e) The transfer register for the Rights shall be closed as of the close on business on the last Business Day immediately preceding the earlier of the Payment Date and the Termination Date.

  • Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.