Representations of Assignor. Assignor hereby represents and warrants to Assignee that: (a) Assignor is the owner of all right, title and interest in the assigned Interests, free and clear of all liens and encumbrances, (b) the assigned Interests are not subject to a pledge, assignment or other encumbrance, (c) Assignor has delivered true and complete copies of the LLC Agreement to Assignee and (d) Assignor has the power and authority rightfully to assign the assigned Interests to the Assignee.
Appears in 1 contract
Samples: Assignment and Assumption of Limited Liability Company Interests (Imperial Holdings, Inc.)
Representations of Assignor. Assignor hereby represents and warrants to Assignee that: that (a) this Assignment has been duly executed and delivered by Assignor, and is a valid and binding obligation of Assignor, enforceable in accordance with its terms; (b) Assignor is the sole owner of all right, title and interest in the assigned Interests, free and clear of all liens and encumbrances, (b) the assigned Interests are not subject to a pledge, assignment or other encumbrance, Interest; (c) Assignor has delivered true and complete copies the Interest is the entirety of the LLC Agreement to Assignee ownership interest of Company held by Assignor and (d) Assignor has the power and authority rightfully to assign the assigned Interests good title to the AssigneeInterest, free and clear of any liens, claims, encumbrances, security interests, or options.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Bricktown Brewery Restaurants LLC)
Representations of Assignor. Assignor hereby represents and warrants to Assignee that: , as of the date hereof:
(a) Assignor is the owner of all right, title and interest in the assigned Interests, free and clear of all liens and encumbrances, its Assigned Interest; and
(b) the assigned Interests are not subject to a pledge, assignment or other encumbrance, (c) Assignor has delivered true not previously encumbered, sold or assigned the Assigned Interest (except with respect to encumbrances and complete copies of other transfer restrictions imposed by the LLC Agreement, the Unitholders Agreement to Assignee and and/or applicable laws (d) Assignor has the power and authority rightfully to assign the assigned Interests to the Assigneeincluding, without limitation, applicable securities laws)).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Resource America Inc)
Representations of Assignor. Assignor hereby represents and warrants to Assignee that: , as of the date hereof:
(a) Assignor is the owner of all right, title and interest in the assigned Interests, free and clear of all liens and encumbrances, its Assigned Interest; and
(b) the assigned Interests are not subject to a pledge, assignment or other encumbrance, (c) Assignor has delivered true not previously encumbered, sold or assigned the Assigned Interest (except with respect to encumbrances and complete copies of other transfer restrictions imposed by the LLC Agreement to Assignee and and/or applicable laws (d) Assignor has the power and authority rightfully to assign the assigned Interests to the Assignee.including, without limitation, applicable securities laws));
Appears in 1 contract
Samples: Limited Liability Company Agreement (APT Sunshine State LLC)