Assignor’s Representations and Warranties Clause Samples
The Assignor’s Representations and Warranties clause sets out the specific assurances and factual statements that the assignor makes to the assignee regarding the rights, interests, or assets being transferred. Typically, this clause covers matters such as the assignor’s authority to assign, the absence of prior encumbrances, and the validity of the rights being transferred. By requiring the assignor to make these representations, the clause helps protect the assignee from undisclosed risks or defects in the assignment, ensuring that the assignee receives what was promised and providing grounds for recourse if the representations prove untrue.
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Assignor’s Representations and Warranties. Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.
Assignor’s Representations and Warranties. By its execution of this Agreement, ASSIGNOR represents and warrants to ASSIGNEE that the following statements are true and accurate, as of the execution date of this Agreement, the Effective Date and the Closing Date.
Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee that:
(a) the Lease is in full force and effect, unmodified except as provided in this Agreement;
(b) Assignor’s interest in the Lease is free and clear of any liens, encumbrances or adverse interests of third parties;
(c) Assignor possesses the requisite legal authority to assign its interest in the Lease as provided herein.
(d) There are no sums due and owing by Assignor under the Lease as of the effective date hereof, and there exists no condition of default thereunder.
Assignor’s Representations and Warranties. (a) The Assignor has full legal capacity and authority to enter into this Agreement; the execution, delivery and performance of this Agreement does not and will not breach, violate or conflict with any agreement to which the Assignor is a party or is bound; and this Agreement constitutes the legal, valid and binding obligation of the Assignor, enforceable against Assignor in accordance with its terms.
(b) The Assignor understands that the offering and sale of the Units is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act, as well as exempt from the Corporate Securities Law of 1968 of California by virtue of Section 25102(f) and in accordance therewith and in furtherance thereof, the Assignor represents, warrants and agrees as follows:
(1) The Assignor has a preexisting business relationship with the Company and is an executive level employee of the Company with intimate knowledge of and about the Company, and is fully aware of the risks entailed in an investment in the Company in the form of the Units.
(2) THE ASSIGNOR UNDERSTANDS AND ACKNOWLEDGES THAT ITS INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK AND IS SUITABLE ONLY FOR INVESTORS OF SUBSTANTIAL MEANS WHO HAVE NO IMMEDIATE NEED FOR LIQUIDITY OF THE AMOUNT INVESTED, AND THAT SUCH INVESTMENT INVOLVES A RISK OF LOSS OF ALL OR A SUBSTANTIAL PART OF SUCH INVESTMENT.
(3) The Assignor is not subscribing for the Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Company;
(4) The Assignor has reached the age of majority in the state in which the Assignor resides;
(5) The address set forth below is the Assignor's true and correct domicile;
Assignor’s Representations and Warranties. The Assignor:
(a) represents and warrants that it is the legal and beneficial owner of the Assigned Interest assigned by it hereunder and that such Assigned Interest is free and clear of any Security Interest; and
(b) makes no representation or warranty, other than as provided in this Assignment and Acceptance, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto.
Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee as follows:
(i) Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement;
(ii) the making and performance by Assignor of this Agreement and all documents required to be executed and delivered by it hereunder do not and will not violate any law or regulation of the jurisdiction of its organization or any other law or regulation applicable to it;
(iii) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligations of Assignor, enforceable against it in accordance with its terms;
(iv) all approvals and authorizations of, all filings with and all actions by any governmental or other administrative or judicial authority necessary for the validity or enforceability of Assignor’s obligations under this Agreement have been obtained;
(v) the amount of Assignor’s Commitment and the aggregate outstanding principal amount of the Loans held by the Assignor are, on and as of the date of this Agreement (immediately prior to giving effect to the sale, assignment and transfer contemplated by Section 2), correctly set forth in Schedule A hereto; and
(vi) immediately prior to giving effect to the sale, assignment and transfer contemplated by Section 2, the Assignor has good title to, and is the sole legal and beneficial owner of, the Purchased Percentage, free and clear of all liens, security interests, participations and other encumbrances.
Assignor’s Representations and Warranties. Each Assignor hereby represents and warrants to Assignee as of the date hereof that:
(1) That Assignor is the owner of Participation Interests as identified on Exhibit A of the Exchange Offer.
(2) That Assignor has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by that Assignor pursuant hereto when delivered will constitute, the legal, valid and binding obligations of that Assignor, enforceable against that Assignor in accordance with their respective terms.
(3) There is no litigation, proceeding or action pending or, to the best of that Assignor's knowledge, threatened against or relating to that Assignor, the Partnerships or the Boyk▇▇ ▇▇▇els (as such terms are defined herein) which might materially and adversely affect that Assignor or which questions the validity of this Agreement or any action taken or to be taken by that Assignor or any of the Partnerships pursuant hereto.
(4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or 106 constitute a default under any term or provision of any agreement, instrument or lease to which that Assignor is a party.
(5) Neither that Assignor, nor, to the best of that Assignor's knowledge any prior owner of the Initial Hotels owned, directly or indirectly, by the partnerships or limited liability company whose interests are being assigned hereby (collectively for each Assignor the "Boyk▇▇ ▇▇▇els") has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge of the Release (as hereinafter defined) or existence of any Hazardous Substances on or about the Boyk▇▇ ▇▇▇els or property surrounding the Boyk▇▇ ▇▇▇els which...
Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee and Lessee that:
5.1 Assignor is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [_______] and has the ______ power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement.
5.2 This Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignor with any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents of Assignor, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments to which Assignor is a party or by which Assignor or its properties or assets are bound.
5.3 Assignor has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignor.
5.4 This Agreement has been duly executed and delivered by Assignor and constitutes a legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Assignor’s Representations and Warranties. The Assignor represents and warrants to and covenants with the Assignee that:
Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee that: