Common use of Representations of Assignor Clause in Contracts

Representations of Assignor. Assignor represents and warrants to Assignee that: (i) Assignor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to own its properties and carry on its business in each jurisdiction where the failure to be so qualified would have a material adverse effect on Assignor's business; (ii) Assignor has all requisite corporate power and authority to enter into and perform its obligations under this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by Assignor and constitutes the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement of the terms hereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors' rights generally, as well as the award by courts of relief in lieu of specific performance of contractual provisions; (iv) none of the execution, delivery or performance by Assignor of this Agreement will contravene any applicable law, rule, regulation, judgment, order or decree binding on Assignor or any of its property, or any provision of the charter or bylaws of Assignor, or will result in a breach of, or constitute a default under, or contravene any provision of, any material agreement or instrument to which Assignor is a party or by which Assignor or any of its property is bound; and (v) none of the execution, delivery or performance by Assignor of this Agreement requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any governmental authority, except such as may be required with respect to any sales or transfer tax payable in connection with the transactions contemplated hereby.

Representations of Assignor. Assignor hereby represents and warrants covenants to Assignee that: (i) Assignor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to own its properties and carry on its business in each jurisdiction where the failure to be so qualified would have a material adverse effect on Assignor's business; (ii) a. Assignor has all requisite corporate power and authority to enter into execute and deliver this Agreement and any other document contemplated by this Agreement and to perform its obligations under this Agreement; (iii) this hereunder and to consummate the transactions hereunder. This Agreement has been duly authorized, executed and delivered by Assignor and constitutes the legal, valid valid, and binding obligation obligations of Assignor Assignor, enforceable against Assignor in accordance with its terms, except as enforcement of the terms hereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidationfraudulent conveyance or transfer, moratorium moratorium, or similar laws affecting the enforcement of creditors' ’ rights generallygenerally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). b. Upon Closing, as well as the award by courts of relief Assignor shall retain no right, title, or interest in lieu of specific performance of contractual provisions; (iv) none and to any of the executionNotes, delivery and all outstanding principal, accrued and unpaid interest, and all other fees, penalties, amounts due on each of the Notes shall be collected by Assignee. c. Each Note is free and clear of all liens, mortgages, pledges, security interests, encumbrances, or performance charges of any kind or description. Assignor has the sole and unrestricted right to sell and/or transfer the Notes. Assignor is conveying to Assignee all of its rights, title, and interests to each of the Notes, free and clear of all liens, mortgages, pledges, security interests, encumbrances, or charges of any kind or description. Upon transfer to Assignee by Assignor of this Agreement the Notes, Assignee will contravene have good and unencumbered title to each Note, free and clear of any applicable lawand all liens or claims. d. Assignor is an "accredited investor" within the meaning of Regulation D, ruleRule 501(a), regulationpromulgated by the Securities and Exchange Commission under the Securities Act of 1933, judgment, order or decree binding on as amended (the “Securities Act”). e. Assignor or represents and warrants that it has read the terms of the Thinspace Debenture and agrees to such terms. f. Neither Assignor nor any of its propertyofficers and directors, if a legal entity, are now, or any provision have been in the last 90-days, officers or directors of the charter or bylaws of AssignorCompany, or will result in a breach ofbeneficial holders of 10% or more of the equity securities of the Company, or constitute a default under, or contravene in any provision of, any material agreement or instrument to which Assignor is a party or by which Assignor or any of its property is bound; and (v) none way an affiliate of the executionCompany, delivery or performance by Assignor of this Agreement requires as such term is defined under the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any governmental authority, except such as may be required with respect to any sales or transfer tax payable in connection with the transactions contemplated herebySecurities Act.

Representations of Assignor. The Assignor represents and warrants to Assignee thatthe Collateral Agent that on the date hereof: (ia) Assignor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to own its properties and carry on its business in each jurisdiction where the failure to be so qualified would have a material adverse effect on Assignor's business; (ii) The Assignor has all requisite the corporate power to execute and authority to enter into deliver, and perform its obligations under under, the Assigned Agreement and this Agreement; (iii) Collateral Assignment and has taken all necessary corporate action to authorize the execution, delivery and performance of the Assigned Agreement and this Collateral Assignment. Each of the Assigned Agreement and this Collateral Assignment has been duly authorized, executed by the Assignor. Each of the Assigned Agreement and delivered by Assignor and this Collateral Assignment constitutes the legal, valid and binding obligation of Assignor the Assignor, enforceable against the Assignor in accordance with its respective terms, except as enforcement of the terms hereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or fraudulent conveyance and similar laws of general application relating to or affecting enforcement the rights and remedies of creditors' rights generally, as well as the award by courts creditors or general principles of relief in lieu of specific performance of contractual provisions;equity. (ivb) none Neither the pledge by the Assignor under Section 1 hereof nor any of the executionprovisions hereof (including, delivery or performance without limitation, the grant by the Assignor of this Agreement will contravene any applicable law, rule, regulation, judgment, order or decree binding on Assignor or the remedies provided hereunder) violates any of its property, the provisions of (i) the bylaws or any provision certificate of incorporation of the charter or bylaws of Assignor, or will result in a breach of, or constitute a default under, or contravene ; (ii) any provision of, any material other agreement or instrument to which Assignor is a party or by which the Assignor or any of its property is bounda party or is subject; and or (viii) none of the executionany judgment, delivery decree, order or performance by Assignor of this Agreement requires the consent or approval of, the giving of notice to, the registration, recording or filing award of any documents withcourt, governmental body or arbitrator or any applicable law, rule or regulation applicable to the taking Assignor or any of any other action in respect ofits property (except, any governmental authority, except such as may be required with respect to clauses (ii) and (iii), for such violations that would not, individually or in the aggregate, have a Material Adverse Effect). (c) A true, accurate and complete copy of the Assigned Agreement as of the date hereof, together with any sales and all amendments thereto on the date hereof and which is evidenced by a written agreement or transfer tax payable document, has been delivered to Collateral Agent. The Assignor is the legal and beneficial owner of the Collateral in connection with existence on the transactions contemplated herebydate hereof, free and clear of any security interests or liens created by the Assignor in favor of any person or entity other than the Secured Party. (d) To the Assignor’s knowledge, no material default exists under the Assigned Agreement on the part of the Assignor or the Consenting Party. (e) The Assignor specifically acknowledges and agrees that neither Collateral Agent nor any Holder assumes or will have any responsibility for the payment of any sums due from the Assignor under the Assigned Agreement or the performance of any obligations of the Assignor under the Assigned Agreement.

Representations of Assignor. Assignor hereby represents and warrants covenants to Assignee that: (i) Assignor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to own its properties and carry on its business in each jurisdiction where the failure to be so qualified would have a material adverse effect on Assignor's business; (ii) a. Assignor has all requisite corporate power and authority to enter into execute and deliver this Agreement and any other document contemplated by this Agreement and to perform its obligations under this Agreement; (iii) this hereunder and to consummate the transactions hereunder. This Agreement has been duly authorized, executed and delivered by Assignor and constitutes the legal, valid valid, and binding obligation obligations of Assignor Assignor, enforceable against Assignor in accordance with its terms, except as enforcement of the terms hereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidationfraudulent conveyance or transfer, moratorium moratorium, or similar laws affecting the enforcement of creditors' ’ rights generallygenerally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). b. Upon Closing, as well as Assignor shall retain no right, title, or interest in and to the award Note, and all outstanding principal, accrued and unpaid interest, and all other fees, penalties, amounts due on the Note shall be collected by courts Assignee. c. The Note is free and clear of relief in lieu all liens, mortgages, pledges, security interests, encumbrances, or charges of specific performance any kind or description. Assignor has the sole and unrestricted right to sell and/or transfer the Note. Assignor is conveying to Assignee all of contractual provisions; (iv) none its rights, title, and interests to the Note, free and clear of the executionall liens, delivery mortgages, pledges, security interests, encumbrances, or performance charges of any kind or description. Upon transfer to Assignee by Assignor of this Agreement the Note, Assignee will contravene have good and unencumbered title to the Note, free and clear of any applicable lawand all liens or claims. d. Assignor is an "accredited investor" within the meaning of Regulation D, ruleRule 501(a), regulationpromulgated by the Securities and Exchange Commission under the Securities Act of 1933, judgment, order or decree binding on as amended (the “Securities Act”). e. Neither Assignor or nor any of its propertyofficers and directors, if a legal entity, are now, or any provision have been in the last 90-days, officers or directors of the charter or bylaws of AssignorCompany, or will result in a breach ofbeneficial holders of 10% or more of the equity securities of the Company, or constitute a default under, or contravene in any provision of, any material agreement or instrument to which Assignor is a party or by which Assignor or any of its property is bound; and (v) none way an affiliate of the executionCompany, delivery or performance by Assignor of this Agreement requires as such term is defined under the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any governmental authority, except such as may be required with respect to any sales or transfer tax payable in connection with the transactions contemplated herebySecurities Act.

Representations of Assignor. Assignor hereby represents and warrants to Assignee thatas follows: (ia) This Agreement has been, and the Assignment will be, duly authorized, executed and delivered by Assignor and all consents required under Assignor’s organizational documents or by law have been obtained. This Agreement is, and the Assignment will be, the legal, valid and binding obligation of Assignor, enforceable in accordance with its terms and does not violate any provisions of any agreement or judicial or administrative order to which Assignor is a party or to which Assignor is subject. (b) Assignor is a corporation limited liability company duly incorporatedformed, validly currently existing and in good standing under the laws of the State Commonwealth of Delaware Massachusetts and is duly qualified to own its properties and carry on its business in each jurisdiction where has the failure to be so qualified would have a material adverse effect on Assignor's business; (ii) Assignor has all requisite corporate limited liability company power and authority to enter into and perform its obligations under this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by Assignor and constitutes the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement of the terms hereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors' rights generally, as well as the award by courts of relief in lieu of specific performance of contractual provisions; (iv) none of the execution, delivery or performance by Assignor of this Agreement will contravene any applicable law, rule, regulation, judgment, order or decree binding on Assignor or any of its property, or any provision of the charter or bylaws of Assignor, or will result in a breach of, or constitute a default under, or contravene any provision of, any material agreement or instrument to which Assignor is a party or by which Assignor or any of its property is bound; and (v) none of the execution, delivery or performance by Assignor of this Agreement requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any governmental authority, except such as may be required with respect to any sales or transfer tax payable in connection with consummate the transactions contemplated herebyby this Agreement and the Assignment. (c) Assignor is not a foreign corporation, foreign partnership or foreign estate (as such terms are defined in Section 1445 of the Internal Revenue Code). (d) Assignor is the sole owner of the LLC Interests, and the LLC Interests have not been sold, transferred, assigned, pledged or encumbered by Assignor, except to Assignee pursuant to this Agreement. To the extent that (A) Assignee has actual knowledge or is deemed to know that Assignor’s representations and warranties set forth in this Agreement are inaccurate, untrue or incorrect in any way or (B) any inaccuracy, untruth or incorrectness of any of Assignor’s representations or warranties set forth in this Agreement was caused by the act or omission of Assignee or any affiliate of Assignee (including without limitation in any capacity described in the following sentence), such representations and warranties shall be deemed modified to reflect such knowledge or such act or omission, as applicable. For purposes of this Agreement, Assignee shall be “deemed to know” all facts and information known to or constructively known by Assignee or any affiliate of Assignee, including any affiliate of Assignee which acted or is acting as the property manager or leasing agent for the Properties. The provisions of this Section 2 shall survive the Closing Date and the Closing (as defined below) for a period of six (6) months.