REPRESENTATION AND WARRANTY OF ASSIGNOR Sample Clauses

REPRESENTATION AND WARRANTY OF ASSIGNOR. Assignor represents and warrants that: (i) Assignor is the sole owner of the entire Ownership Interest; (ii) Assignor is not in default under or in breach of any of the terms, covenants or provisions of the Operating Agreement, and Assignor knows of no event which, but for the passage of time or the giving of notice, or both, would constitute an event of default under or a breach of the Operating Agreement by Assignor; (iii) Assignor is duly authorized to execute and deliver this Assignment; and (iv) the Ownership Interest is free and clear of any and all liens, security interests, encumbrances, and completing claims.
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REPRESENTATION AND WARRANTY OF ASSIGNOR. Assignor hereby represents and warrants to Assignee that, as of the date hereof and at all times until the Obligations are paid in full, except as set forth herein or as approved by Assignee, Assignor will not exercise any rights, powers or privileges with respect to the Option Shares under the Option Agreements.
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REPRESENTATION AND WARRANTY OF ASSIGNOR. Assignor hereby represents and warrants to Assignee that (a) attached hereto as Exhibit A is true and complete copy of the Lease, (b) neither Landlord nor Assignor are in default of their obligations under the Lease, and (c) no event has occurred which would constitute default under the Lease.
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REPRESENTATION AND WARRANTY OF ASSIGNOR. For the interests of the Assignee, the Assignor represents and warrants to the Assignee on the issues relating to the equity assignment herein as follows: 4.1 The Assignor legally owns the equity that the Assignor plans to assign according to this Contract and has the full disposing capacity for assigning the equity hereof under the Assignor’s name; 4.2 The Former Company is an enterprise legally incorporated by the Assignor according to the conditions and procedures provided by Chinese laws, and has already acquired all governmental approvals and permits necessary for its incorporation. 4.3 The Assignor has paid up the capital in time and in full according to the articles of association of the Former Company. The Assignor’s paid-up capital has been verified by a Chinese certified public accountant. The Assignor shall deliver the corresponding capital verification report to the Assignee. 4.4 The Former Company has no shareholders other than the Assignor, which has already complied with the procedures provided by the articles of association of the Former Company in assigning the equity of the Former Company held by the Assignor. The shareholders’ meeting of the Former Company has unanimously passed a resolution agreeing the Assignor to assign the equity to the Assignee.
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REPRESENTATION AND WARRANTY OF ASSIGNOR. Assignor hereby represents and warrants to Assignee that, immediately prior to the Effective Date and the assignment of the Ground Lease as contemplated by this Assignment, Assignor was the duly acting “Tenant” under the Ground Lease and enjoyed the rights and benefits and performed the duties and obligations of “Tenant” under the Ground Lease.
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Related to REPRESENTATION AND WARRANTY OF ASSIGNOR

  • Representations and Warranties of Assignor Assignor represents and warrants as follows: (a) Assignor (i) is the sole owner of the Mortgage Loans and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor).

  • Representations and Warranties of Assignee Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

  • Representation and Warranty The Executive hereby acknowledges and represents that he has had the opportunity to consult with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. Executive represents and warrants that Executive has provided the Company a true and correct copy of any agreements that purport: (a) to limit Executive’s right to be employed by the Company; (b) to prohibit Executive from engaging in any activities on behalf of the Company; or (c) to restrict Executive’s right to use or disclose any information while employed by the Company. Executive further represents and warrants that Executive will not use on the Company’s behalf any information, materials, data or documents belonging to a third party that are not generally available to the public, unless Executive has obtained written authorization to do so from the third party and provided such authorization to the Company. In the course of Executive’s employment with the Company, Executive is not to breach any obligation of confidentiality that Executive has with third parties, and Executive agrees to fulfill all such obligations during Executive’s employment with the Company. Executive further agrees not to disclose to the Company or use while working for the Company any trade secrets belonging to a third party.

  • Representation and Warranties Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law.

  • Representations and Warranties of the Assignor The Assignor hereby represents and warrants to the Assignee as follows:

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR Acquiror represents and warrants to the Company as follows:

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • Representations and Warranties of the Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:

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