Warranties of Assignor. Assignor hereby warrants and represents the following:
(a) Assignor is the sole holder of the landlord’s or owner’s interest under the Leases and has good right to sell, assign, transfer and set over the Leases and the Rents to Lender;
(b) Assignor has made no assignment other than this Assignment of any of Assignor’s rights in any of the Leases or the Rents (and other than any assignment with respect to any loan being repaid in full with the proceeds of the Loan);
(c) Except as otherwise disclosed in writing to Lender, all of the Leases provide for Rent to be paid monthly in advance, all Rent due to date has been collected and no Rent has been collected more than one month in advance;
(d) To the best of Assignor’s actual knowledge, and except as otherwise disclosed in writing to Lender, no Tenant under any of the Leases has any defense, set off or counterclaim against Assignor;
(e) The Schedule of Leases attached as Exhibit B lists all of the Leases currently in effect for the Real Property;
(f) Each of the Leases and any amendments thereto submitted by Assignor to Lender constitutes the entire agreement between the parties thereto, and to Assignor’s actual knowledge there are no agreements, undertakings, representations, or warranties, either oral or written, which have not been submitted to Lender;
(g) To the best of Assignor’s actual knowledge, each of the Leases is valid, in full force and effect, and enforceable in accordance with its terms; and
(h) Except as otherwise disclosed in writing to Lender, no rental concession in the form of any period of free rent or any other waiver, release, reduction, discount or other alteration of the Rent due or to become due has been granted by Assignor or, to the best of Assignor’s actual knowledge, any prior landlord to any Tenant under the Leases for any period subsequent to the effective date of this Assignment.
Warranties of Assignor. Assignor hereby represents and warrants as follows:
a. The list of creditors delivered concurrently herewith to the Assignee, in the form of the list attached hereto as Exhibit A, is true and correct with respect to the names of Assignor’s creditors, whether such claim is secured and the amounts due them as set forth in the books and records of the Assignor as of the Effective Date; and
b. As of the Effective Date, Assignor has all requisite power and authority to execute, deliver, and perform its obligations under this General Assignment, including (without limitation) to transfer the property transferred to the Assignee hereby; the execution, delivery, and performance by the Assignor of this General Assignment has been duly authorized by all necessary corporate and other action and does not and will not require any registration with consent or approval of, or notice to or action by, any person (including any governmental authority) in order to be effective and enforceable; and this General Assignment constitutes the legal, valid, and binding obligation of the Assignor, enforceable against it in accordance with the terms hereof.
Warranties of Assignor. Assignor represents and warrants as follows:
Warranties of Assignor. 14.1 Assignor makes only the warranties expressly made below (a) Assignor has no information indicating that the subject matter of the Product patents infringes any U.S. or foreign patents (b) Licensor makes no other warranties. 110
Warranties of Assignor. Assignor does hereby warrant and represent, as of the date hereof, to Lender each of the following:
a. The copy of the Purchase Agreement attached hereto as Exhibit A is a true, correct and complete copy. The Purchase Agreement has not been amended, modified, altered, supplemented or superseded in any manner. Assignor has not consented to any waivers of the strict performance and observance by Seller of all of the terms and provisions of the Purchase Agreement.
b. The Purchase Agreement is in full force and effect and constitutes the binding agreement, enforceable against the parties thereto in accordance with the terms contained therein.
c. There exist no unresolved title objections or inspection objections under the Purchase Agreement with respect to objection periods which have expired under the Purchase Agreement.
d. Assignor has not received any notice of default from the Seller, and, to the best of Assignor's knowledge, there exists no fact or circumstance which, with the passage of time, would constitute an event of default or breach of the Purchase Agreement.
e. Assignor has not heretofore assigned any of Assignor's right, title and interest in the Purchase Agreement to any party.
Warranties of Assignor. Assignor hereby represents and warrants as follows:
a. The list of creditors delivered concurrently herewith to the Assignee, in the form of the list attached hereto as Exhibit A, together with the list of customers owed store or referral credit as set forth in the books and records of the Assignor, are true and correct with respect to the names of Assignor’s creditors and the amounts due them as set forth in the books and records of the Assignor as of the Effective Date; and
b. As of the date hereof, Assignor has all requisite power and authority to execute, deliver, and perform its obligations under this General Assignment, including (without limitation) to transfer the property transferred to the Assignee hereby; the execution, delivery, and performance by the Assignor of this General Assignment has been duly authorized by all necessary corporate and other action and does not and will not require any registration with consent or approval of, or notice to or action by, any person (including any governmental authority) in order to be effective and enforceable; and this General Assignment constitutes the legal, valid, and binding obligation of the Assignor, enforceable against it in accordance with the terms hereof.
Warranties of Assignor. Assignor hereby warrants and represents to ---------------------- the Secured Creditors the following:
Warranties of Assignor. Assignor hereby warrants and represents to Assignee that:
(a) Assignor has not made any assignment other than this Agreement of any of the rights of the Assignor under the Lease; and
(b) There exists no default or event of default or any state of facts which would, with the passage of time, or the giving of notice, or both, constitute a default or event of default on the part of Assignor, or by the Lessee under the terms of the Lease.
Warranties of Assignor. Assignor hereby warrants as follows:
Warranties of Assignor. Assignor hereby warrants as follows: The list of creditors (Exhibit A) delivered concurrently herewith to the Assignee and as required under California Code of Civil Procedure ss. 1802 is complete and correct as reflected by the books and records of the Assignor, as to the names of Assignor's creditors,. their addresses and the amounts due them. Assignor, through its officers and directors, shall perform any and all acts reasonably necessary and proper to assist the Assignee in its orderly liquidation of the Assignor's assets, the collection of any and all monies owing the Assignor and in the distribution of said monies and proceeds of asset sales to the Assignor's creditors; PROVIDED, HOWEVER, the officers and directors of Assignor shall only provide such assistance to the Assignee to the extent, and on .the condition that, they are reasonably compensated for such services.
