Representations of the Assignor. The Assignor hereby represents and warrants to the Assignee the following:
(a) The Assignor is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with full power and authority to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.
(b) The Assignor has the absolute and unrestricted right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Assuming the due authorization, execution and delivery by the Assignee, this Agreement, when executed and delivered by the Assignee, will be a valid and binding obligation of the Assignor, enforceable against it in accordance with its terms. This Agreement has been duly executed and delivered by the Assignor.
(c) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to which the Assignor is a party or by it is bound, or (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to the Assignor or the Property.
(d) The Assignor is the sole Optionee under the Property Agreement, and no other party has any lien, charge, claim, option, preferential arrangement or restrictions of any kind, on the Property or pursuant to the Property Agreement. Upon the consummation of the transactions contemplated hereby, the Assignee will have full title and interest in the Property Agreement.
(e) The transfer of the Property Agreement to the Assignee will not give rise to any rights or claims by any third party, including without limitation, the shareholders' of the Assignor.
(f) No consents, permits or other approvals of any kind are necessary in order to transfer the Property Agreement to the Assignee.
(g) Neither the Assignor nor any of its affiliates is party to or threatened with, any litigation, suit, action, investigation, proceeding or controversy before any court, administrative agency or other governmental authority relating to or affecting the Property Agreement, the Property or the Assignor.
(h) The amounts set forth in Ex...
Representations of the Assignor. LIMITATIONS ON THE ASSIGNOR'S LIABILITY. The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim created by the Assignor. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectibility of any Loan Document, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of Borrower or any guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Loan Documents, (v) inspecting any of Property, books or records of Borrower, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency f of any collateral securing or purporting to secure the Loans or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents.
Representations of the Assignor. 3.1 Assignor represents and warrants to the Assignee that the statements contained herein are correct and complete as of the date of this Agreement.
Representations of the Assignor. The Assignor represents and warrants to SIBL as follows:
a. That, as of the date hereof, the Assignor has full right and authority to sell and transfer the Rights to SIBL, and that the Rights have not been pledged, encumbered or previously transferred in whole or in part.
b. That the Rights are assignable by the Assignor without any consent of any third parties and this assignment of Rights will not cause any default in the performance of any of the terms, covenants, conditions or agreements pertaining to the ownership of the Rights.
c. That the Rights are valid and enforceable and have not been altered, modified or amended and the Assignor is not in (or with the passage of time will be in) default in the performance of any of the terms, covenants, conditions or agreements required of him pursuant to the ownership of the Rights.
Representations of the Assignor. The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim created by or against the Assignor.
Representations of the Assignor. The Assignor hereby represents and warrants to the Assignee that (i) the Subscription Agreement and Registration Rights Agreement have not been assigned, modified, supplemented or amended in any way; and (ii) the Subscription Agreement and Registration Rights Agreement are in full force and effect and the Assignor is not in default of any of his obligations under the Subscription Agreement and Registration Rights Agreement.
Representations of the Assignor. Assignor represents and warrants to Company that each of the following statements is true, accurate and correct as of the Effective Date:
Representations of the Assignor. The Assignor hereby represents and warrants to the Company and the Assignee the following:
(a) The Assignor has the absolute and unrestricted right, power, legal capacity and authority to enter into and perform its obligations under this Assignment, to assign the Warrant to the Assignee, carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Assignment is a valid and binding obligation of the Assignor, enforceable against it in accordance with its terms.
(b) Neither the execution and delivery of this Assignment, nor the consummation of the transactions contemplated hereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to which the Assignor is a party or by which it is bound, or (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to the Assignor or its assets.
(c) The Assignor is the sole owner of the Warrant, and no other party has any lien, charge, claim, option, preferential arrangement or restrictions of any kind, on the Warrant or the Warrant Stock. The Assignor is not now and has not been for the previous three (3) months an "affiliate" of the Company (as such term is defined in Rule 405 of the Act).
(d) The transfer of the Warrant to the Assignee will not give rise to any rights or claims by any third party.
(e) No consents, permits or other approvals of any kind are necessary in order to transfer the Warrant to the Assignee.
(f) Neither the Assignor nor any of its affiliates is party to or threatened with, any litigation, suit, action, investigation, proceeding or controversy before any court, administrative agency or other governmental authority relating to or affecting the Company or the Assignor.
Representations of the Assignor. LIMITATIONS ON
Representations of the Assignor. Assignor represents and warrants to Corporation that each of the following statements is true, accurate and correct as of the Closing:
