Representations by Assignor Sample Clauses

Representations by Assignor. Assignor does hereby represent and warrant to Assignee that: (i) Assignor is the legal and beneficial owner and holder of the Membership Interest and (ii) the Membership Interest is not subject to any lien or assessment by any of Assignor's creditors or by any other person or entity.
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Representations by Assignor. Assignor warrants and represents for the reliance and benefit of Assignee and the Company that Assignor is the owner of the Assigned Interest and that Assignor has not previously sold, assigned, transferred, or encumbered the Assigned Interest.
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Representations by Assignor. The Assignor represents that, as of the Effective Date: (a) The Assignor is the legal and beneficial owner of the interest being assigned hereby free and clear of any liens and Encumbrances. (b) The principal balance due to the Assignor on account of the Revolving Credit Note held by the Assignor is $ .
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Representations by Assignor. The Assignor represents that the Assignor is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claims.
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Representations by Assignor. The Assignor represents and warrants to the Assignee (and acknowledges that the Assignee is relying thereon) that, as of the date hereof: (a) the Assignor has not previously assigned the Assigned Contract, and the Assignor has full and sufficient right and authority to assign the Assigned Contract to the Assignee; (b) to the knowledge of the Assignor, no party to the Assigned Contract has breached, or is in default of, the Assigned Contract; (c) to the knowledge of the Assignor, there are no claims, actions or proceedings which are pending or threatened: (i) pursuant to a party’s obligations under the Assigned Contract in respect of “Losses”, as defined in the Assigned Contract; (ii) that allege that any of the parties to the Assigned Contract has breached, or is in default of, the Assigned Contract; or (iii) that could affect the ability of any of the parties to the Assigned Contract to comply with its obligations thereunder; (d) the Assignor does not hold, nor has demanded, from any party to the Assigned Contract any payments pursuant to Sections 4.1(b)(ii), 4.1(e) and 4.2 of the Assigned Contract; (e) except for the Assigned Contract there are no agreements between the parties thereto with respect to the “Service”, as defined in the Assigned Contract; and (f) the Lease is in full force and effect, has not been modified or amended and is in good standing.
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Representations by Assignor. Assignor, for itself and its legal representatives, successors, and assigns, covenants and represents to Assignee and agrees that (a) Assignor has full right, authority, and power to assign its rights and interests in and under the Leases and Service Contracts, subject to any consents which may be required pursuant to the terms of such Leases or Service Contracts, (b) no other assignment of the Leases and Service Contracts has been made by Assignor, and the rights and interests of Assignor in and under the Leases and Service Contracts are now and will, on the date hereof, be free and clear of any liens and encumbrances made by Assignor, and (c) as of the date hereof, to its best knowledge, there exist no outstanding material defaults under the Leases and Service Contracts. The limitation contained in Section 7(c), 7(d), and the last sentence of Section 7(e) of the Agreement shall apply to and is incorporated into this Section 5.
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Representations by Assignor. Assignor represents and warrants to the Assignee that Assignor knows of no default which exists under the Lease and knows of no condition or state of facts which, with the passage of time or the giving of notice, or both, would constitute a default under the Lease.
Sample 1
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Representations by Assignor. Assignor represents and warrants to Assignee as follows: (a) Assignor is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio and has the full right, power and authority to enter into this Agreement, and to perform all of the obligations and liabilities of Assignor required to be performed hereunder. (b) This Agreement has been duly and validly executed and delivered by and on behalf of Assignor and, assuming the due authorization, execution and delivery thereof by and on behalf of Assignee, constitutes a valid, binding and enforceable obligation of Assignor enforceable in accordance with its terms. (c) Neither the execution and delivery hereof, nor the taking of any action contemplated hereby, will conflict with or result in a breach of any of the provisions of, or constitute a default, event of default or event creating a right of acceleration, termination or cancellation of any obligation under any instrument, note, mortgage, contract (including the Contract), judgment, order, award, decree or other agreement or restriction to which Assignor is a party, or by which Assignor or the Property is a party or otherwise bound. (d) Original Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas and had the full right, power and authority to enter into the Contract and the Initial Assignment, and to perform all of the obligations and liabilities of Original Purchaser required to be performed thereunder. (e) The Contract and the Initial Assignment, when executed, has been, and will be, respectively, duly and validly executed and delivered by and on behalf of Original Purchaser and, assuming the due authorization, execution and delivery thereof by and on behalf of Seller under the Contract, constitutes a valid, binding and enforceable obligation of Original Purchaser enforceable in accordance with its terms. (f) Neither the execution and delivery of the Contract or Initial Assignment by the Original Purchaser, nor the taking of any action contemplated by the Contract or the Initial Assignment, will conflict with or result in a breach of any of the provisions of, or constitute a default, event of default or event creating a right of acceleration, termination or cancellation of any obligation under any instrument, note, mortgage, contract, judgment, order, award, decree or other agreement or restriction to which Original Purchaser is a part...
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Representations by Assignor. To induce the Assignee to accept the delivery of this Assignment, the Assignor hereby represents and warrants the following to the Assignee with respect to their Preferred Membership Interest that, on the date hereof and at the time of such delivery: 5.1. The Assignor is the legal and beneficial owner of the Preferred Membership Interest being assigned. The Assignor has not sold, transferred, or encumbered any or all of the Preferred Membership Interest being assigned. Subject to the provisions of the Operating Agreement, the Assignor has the full and sufficient right at law and in equity to transfer and assign the Preferred Membership Interest, and is transferring and assigning the Preferred Membership Interest to the Assignee free and clear of any and all right, title, or interest of any other person whatsoever. 5.2. The Assignor has been given no notice of any default by the Assignor in performing his 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.
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Related to Representations by Assignor

  • Representations and Agreements (a) The Advisor represents to and agrees with the Company that: (1) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

  • Representation and Agreement Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)).

  • 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).

  • Representations and Warranties of Licensee Licensee hereby represents and warrants to Licensor as follows:

  • Representations and Agreements to Survive Delivery The indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Cowen, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

  • Representations and Warranties of Licensor Licensor hereby represents and warrants to Licensee as follows:

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

  • Representations and Warranties of Guarantor Guarantor represents and warrants that: (a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guaranty. (b) The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty. (d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms. (e) There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guaranty. (f) Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant. (g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease. (h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith. (i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty. (j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

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