No Prior Transfers. Optionor has not previously sold, transferred or conveyed the Property or any part thereof, nor do there exist any rights of first refusal or Options to purchase the Property or any part thereof.
No Prior Transfers. Xxxxxxxx has not entered into any executory contracts for the sale or other transfer of all or any part of the Doi Property (other than to acquire the Doi Property and this Agreement), nor do there exist any rights of first refusal or option to purchase the Doi Property, other than the Doi PSA and this Agreement.
No Prior Transfers. The Parties expressly warrant to each other that they have not previously assigned or transferred any of their respective rights to any claims of any nature related to the matters being resolved herein and that they are lawfully entitled to make this settlement and receive the satisfaction described herein. Further, Tenant represents and warrants to Landlord that, as of the date of this Letter Agreement: (a) Tenant is the owner of all of the Tenant’s interest in the Lease; (b) Tenant is not a party to any disposition, assignment, sublease, or conveyance of the Lease or Tenant’s interest therein; and (c) to Tenant’s knowledge no other person or entity has an interest in the Lease, collateral or otherwise.
No Prior Transfers. MASTERSET represents and warrants that it has not previously assigned to any third party any right, title or interest in or to the Marks or the associated goodwill. MASTERSET acknowledges that it shall have no right to receive any royalty, fee or other share of income or revenue that may be received by SIMPXXX xxxm the use, sale, license, publication, distribution or any other transfer or exploitation of the Marks.
No Prior Transfers. Seller has not previously sold, transferred or conveyed the Property, or granted to any other person or entity any right or interest in all or any part of the Property and Seller has not entered into any executory contracts for the sale of all or any part of the Property (other than this Agreement), nor do there exist any rights of first refusal or options to purchase the Property, other than this Agreement and except as may be set forth in the Title Documents or the Leases.
No Prior Transfers. Seller has not transferred, by sale, assignment or otherwise, to any Person, all or any portion of any right, title or interest which it may have in and to the Property, except as disclosed by the Permitted Exceptions and as may be otherwise provided herein.
No Prior Transfers. No Grantor has made any previous assignment, transfer or agreement constituting a present or future assignment, transfer or encumbrance of any of the Intellectual Property Collateral, except (i) those which will be released on the date hereof and (ii) Permitted Liens that will be subject to the Subordination and Intercreditor Agreement. No Grantor has granted any license (other than those listed on Schedule IV hereto), release, covenant not to sue, or non-assertion assurance to any Person with respect to any paxx of the Intellectual Property Collateral.
No Prior Transfers. Assignor represents and warrants that Assignor has not previously assigned to any third party any right, title or interest in and to any of the Trademark Rights or the goodwill of Assignor with respect thereto. Assignor acknowledges that Assignor shall have no right to receive any royalty, fee or other share or income or revenue that may be received by Assignee from the use, sale, license, publication, distribution or any other transfer or exploitation of the Trademark Rights. Assignor shall discontinue all use of the Trademark Rights on the Closing Date (as such term is defined in the Asset Purchase Agreement).
No Prior Transfers. The Stockholder represents and warrants to the Company that (1) he has not, in whole or in part, assigned, transferred, hypothecated, pledged or otherwise disposed of the Shares since the date of acquisition of the Shares by the Stockholder, and (2) he holds good and valid title to the Shares, free and clear of all liens, encumbrances, pledges, interests, and adverse claims whatsoever.
No Prior Transfers. Except as set forth in Section 2.19(g) of the ------------------ Company Schedules, neither Company nor any of its subsidiaries has transferred ownership of, or granted any exclusive license with respect to, any Intellectual Property that is Company Intellectual Property, to any third party, or permitted Company's rights or the rights of any of its subsidiaries in such Company Intellectual Property to lapse or enter the public domain.
