Common use of Assignor’s Representations Clause in Contracts

Assignor’s Representations. Assignor represents and warrants to Assignee as follows: (a) The Assignor has good, valid and marketable title to the Convertible Note, free and clears from all Security Interests or encumbrances. (b) The Assignor has not assigned, pledged, hypothecated or otherwise encumbered the Convertible Note. Upon delivery of the original Convertible Note and this duly executed assignment to the Purchasers pursuant to this Agreement, the Purchasers will acquire valid title thereto, free and clear of any Security Interests. (c) The Assignor has not received any payments of principal or interest under the Convertible Note, nor has Assignor compromised, forgiven or otherwise reduced the amount of principal and interest due under the Convertible Note. (d) The issuance and delivery of the Convertible Note to the Assignor was duly authorized by all requisite corporate action and the Convertible Note constitutes a legal, valid and binding obligation of the Company and is enforceable with respect to the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, priority or other laws or court decisions relating to or affecting generally the enforcement of creditors' rights or affecting generally the availability of equitable remedies.

Assignor’s Representations. Assignor represents and warrants to Assignee as follows: (a) The Assignor has good, valid and marketable title to the Convertible Promissory Note, free and clears from all Security Interests or encumbrances. (b) The Assignor has not assigned, pledged, hypothecated or otherwise encumbered the Convertible Promissory Note. Upon delivery of the original Convertible Promissory Note and this duly executed assignment to the Purchasers pursuant to this Agreement, the Purchasers will acquire valid title thereto, free and clear of any Security Interests. (c) The Assignor has not received any payments of principal or interest under the Convertible Promissory Note, nor has Assignor compromised, forgiven or otherwise reduced the amount of principal and interest due under the Convertible Promissory Note. (d) The issuance and delivery of the Convertible Promissory Note to the Assignor was duly authorized by all requisite corporate action and the Convertible Promissory Note constitutes a legal, valid and binding obligation of the Company and is enforceable with respect to the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, priority or other laws or court decisions relating to or affecting generally the enforcement of creditors' rights or affecting generally the availability of equitable remedies.