REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. 4.1 The Assignor represents, warrants and covenants to the Assignee that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor represents, warrants and covenants to the Assignee that:
(a) the Assignor has not previously assigned, released, postponed, discharged or encumbered the Indebtedness in whole or in part;
(b) the Assignor has the legal right and authority to convey to the Assignee all of its right, title and interest in and to the Indebtedness;
(c) the Assignor holds no security for the payment of the Indebtedness;
(d) the Assignor is resident in, or otherwise subject to the laws of, the Province of Ontario, and is an "accredited investor" as defined in Ontario Securities Commission Rule 45-501 Exempt Distributions;
(e) the Assignee is not a U.S. Xxxxxx xxx x person in the United States and the Assignee is not acquiring such common shares for the account or benefit of a U.S. Person or a person in the United States. As used herein, the terms "United States" and "U.S. Person" have the meanings ascribed to them in Regulation S under the United States Securities Act of 1933, as amended;
(f) the Assignor has the necessary capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations and has taken all necessary corporate action in respect thereof;
(g) this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Assignor; the entering into of the Agreement and the transactions contemplated will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Assignor or of any agreement, written or oral, to which the Assignor may be a party or by which it is or may be bound; and
(h) the Assignor covenants and agrees that it will not, at any time hereafter, accept payment of the Indebtedness or any part thereof, or do any act by which the Assignee may be prevented or hindered from obtaining payment of the Indebtedness or enforcing the Security.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. 1.1 The Assignor represents, warrants and covenants to the Assignee that:
(a) the above premises are true and complete, that the Debt has not been prepaid in full or in part, and that the Debtor and Creditor have been given notice of this Assignment by the Assignor;
(b) the full amount of the Debt is due and owing by the Debtor to the Assignor, who shall render it upon the Creditor; and
(c) the Assignor now has a good right, full power and absolute authority to assign its right, title and interest in and to the Debt in the manner set out in Article 2 hereof according to the true intent and meaning of this agreement.
1.2 The representations, warranties and covenants contained in Section 1.1 are provided for the exclusive benefit of the Assignee and a breach of any one or more thereof may be waived by the Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 1 will survive the signing of this agreement.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor shall have complied in all material respects with all of its agreements and covenants contained herein (including the obligations of the Assignor to deliver the documents specified in Section 1.5) to be performed at or prior to the Closing Date, and all of the representations and warranties of the Assignor contained herein shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except to the extent that such representations and warranties were made as of a specified date and, as to such representations and warranties, the same shall continue on the Closing Date to have been true in all material respects as of the specified date.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor does hereby represent, warrant and covenant that:
(a) the Purchase Agreement is in full force and effect, the Assignor is not in default thereunder and to the best of the Assignor's knowledge, the Vendor is not in default thereunder;
(b) the Assignor has not assigned or pledged, and hereby covenants that it will not assign or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned to anyone other than the Assignee;
(c) except for the Purchase Agreement, the Assignor is not a party to or a beneficiary of any document, instrument or other agreement pursuant to which any other party has made any representation or warranty or granted any indemnity or any other type of protection with respect to the Equipment;
(d) the Purchase Agreement has not been amended, modified, supplemented, restated and/or replaced at any time; and
(e) the Assignor shall not agree to any amendment, modification, supplementation, restatement and/or replacement to the Purchase Agreement without the prior written consent of the Assignee and any such amendment, modification, supplementation, restatement and/or replacement entered into without such consent from the Assignee shall be deemed null and void.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. 4.1 The Assignor represents and warrants to the Assignee on the Transfer Date that: 4.
1.1 it has not assigned, charged, or otherwise disposed of any of its right, title and interest with respect to the Transferred Receivable to any third party and that the assignment of the Transferred Receivable is not prohibited by law or by any agreements between the Debtor and the Assignor, that the assignment is not restricted to creditor’s person and that the very nature of the Transferred Receivable iscompatible with transferring to another; 4.
1.2 the transferability of the Transferred Receivable is not limited or excluded by law, any action, trust deed, mortgage or other agreement or instrument to which the Assignor is a party or by which it or anyof its assets is bound and title to the assets may be freely assigned to the Assignee; 4.
1.3 the Transferred Receivable exists and is legally valid; 4.
1.4 that there are enforcement procedures and other proceedings in relation to the Transferred receivable which are listed in the Schedule 3 of this Agreement which Schedule 3 is the joint part of thisAgreement;
4.2 The Assignor undertakes that it shall if and when necessary according to any applicable law duly execute and deliver any necessary documents for any recording, filing, notification, registration, notarization of this Agreement or of a separate document referring to the Collaterals, as well as any other evidence, as maybe required in obtaining all the benefits under this Agreement and/or of the rights and powers herein granted, including any registrations that may be necessary to maintain valid or preserve this Agreement and/or theCollaterals.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor represents and warrants that (a) on the date of the deposit of any Collateral in the Cash Collateral Account, it will be the legal, record and beneficial owner of, and will have good and marketable title to, the Collateral subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement; (b) it has full corporate power, authority and legal right to pledge all the Collateral pledged by it pursuant to this Agreement; (c) this Agreement has been duly authorized, executed and delivered by the Assignor and constitutes a legal, valid and binding obligation of the Assignor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (d) the pledge, assignment and granting of a security interest in the Cash Collateral Account pursuant to this Agreement creates, and upon the deposit in the Cash Collateral Account of any other Collateral pursuant to this Agreement will create, a valid and perfected first security interest in all of the Assignor's right, title and interest in and to the Cash Collateral Account and the Collateral so deposited, as the case may be, and the proceeds thereof subject to no prior lien or encumbrance or to any agreement purporting to grant any third party lien or encumbrance on property or assets of the Assignor which would include the Collateral, and no UCC or other filings are required to be made in connection with the foregoing or to perfect the security interests created hereby: (e) no consent of any other party (including, without limitation, any stockholder or creditor of the Assignor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with (except, in each case, as have been obtained or made on or prior to the Effective Date), any governmental authority is required to be obtained in connection with the execution, delivery or performance of this Agreement; and (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or de...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor represents and warrants that on the date of the deposit by the Assignor of any Collateral in the Restricted Account, it will be the legal, record and beneficial owner of, and will have good and marketable title to, the Collateral, subject to no Lien, other than the Lien created by this Agreement. The Assignor covenants and agrees that it will defend the Collateral Agent's right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all other Persons whomsoever; and the Assignor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Collateral Agent as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Collateral Agent.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. 1.1 The Assignor represents, warrants and covenants to the Assignee that:
(a) the above premises are true and complete, that the Contract is in full force and the Assignor is not in breach, and that GSPI has been given notice of this Assignment by the Assignor;
(b) the Assignor now has a good right, full power and absolute authority to assign its right, title and interest in and to the Contract in the manner set out in Article 2 hereof according to the true intent and meaning of this assignment.
1.2 The representations, warranties and covenants contained in Section 1.1 arc provided for the exclusive benefit of the Assignee and a breach of any one or more thereof may be waived by the Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article I will survive the signing of this agreement.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor represents and warrants on the date hereof, on each date on which any Advance is made and on each date on which any Mortgage Loans or Mortgage-backed Securities are delivered to the Lender for the purposes of pledge hereunder, and covenants that:
