Common use of Assignor’s Representations Clause in Contracts

Assignor’s Representations. 2.01 The Assignor represents and warrants to the Assignee that: a. the Option Agreement is in good standing; b. the Assignor has full right and absolute authority to enter into the terms of this Agreement without first obtaining the consent of any person or body corporate; c. the Option Agreement is valid and enforceable free and clear of all liens, charges and encumbrances. 2.02 The representations and warranties of the Assignor set out in subsection 2.01 above form a part of this Agreement and are conditions upon which the Assignee has relied in entering into this Agreement and shall survive the acquisition of any interest in the subject matter of this Agreement by the Assignee. 2.03 The Assignor will indemnify and save the Assignee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by him and contained in this Agreement. 2.04 The Assignor acknowledges and agrees that the Assignee has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to the Assignee shall limit or extinguish the right to indemnity hereunder, and, in addition to any other remedies he may pursue, the Assignee may deduct the amount of any such loss or damage from any amounts payable by him to the Assignor hereunder.