By Assignor Sample Clauses
The "By Assignor" clause defines the rights and obligations of the party transferring its interest or rights under an agreement, known as the assignor. Typically, this clause outlines the assignor's responsibilities in ensuring that the assignment is valid, that the assignor has the authority to make the transfer, and that any necessary consents or approvals have been obtained. For example, it may require the assignor to warrant that the rights being assigned are free from encumbrances or to notify the other party of the assignment. The core function of this clause is to clarify the assignor's duties and protect the interests of the assignee and other parties by ensuring the assignment is properly executed and enforceable.
By Assignor. The Assignor shall defend, indemnify, and hold harmless the Assignee from and against and from any and all liability, claim of liability, or expense arising out of: (a) any default by the Assignor in performing its obligations under the provisions of the Operating Agreement occurring before the Effective Date, (b) any and all liability or expense of the Company arising before the Effective Date, and (c) any failure of the Assignor’s representatives contained in Section 2 to be true and complete in all material respects.
By Assignor. To induce the Assignee to accept the delivery of this Assignment, the Assignor hereby represents and warrants the following to the Assignee that, on the date hereof and at the time of such delivery:
2.1.1. The Assignor is the sole legal and beneficial owner of the Right. The Assignor has not sold, transferred, or encumbered any or all of the Right. Subject to the provisions of the statutes described in Public Deed No. 346 of June 19, 2020 granted by Notary 80 of the Bogotá Circle, which was registered in the Bogotá Chamber of Commerce on June 25, 2020 , the Assignor has the full and sufficient right at law and in equity to transfer and assign theRight, and is transferring and assigning the Right to the Assignee free and clear of any and all right, title, or interest of any other person whatsoever.
2.1.2. The Assignor has been given no notice of any default by the Assignor in performing its obligations under the provisions of the statutes and, to the best of the Assignor’s knowledge, information, and belief, the Assignor is not in default in performing those obligations.
2.1.3. The required consent of any member in the Company to this Assignment has been obtained.
By Assignor. Assignor indemnifies and holds harmless Assignee ----------- from and against any and all loss, damage, liability, cost or expense, including, without limitation, court costs and reasonable attorneys' fees, arising out of, by reason of, or in connection with any action, suit, charge, complaint, proceeding, obligation, undertaking or other similar matter arising out of or in connection with any transaction, event, act or omission involving the Leases and Security Deposits which occurred, accrued and/or arose prior to the date hereof.
By Assignor. To induce the Assignee to accept the delivery of this Assignment, the Assignor hereby represents and warrants the following to the Assignee that, on the date hereof and at the time of such delivery:
2.1.1. The Assignor is the sole legal and beneficial owner of the Membership Right. The Assignor has not sold, transferred, or encumbered any or all of the Membership Right. Subject to the provisions of the Operating Agreement dated • (the “Operating Agreement”), the Assignor has the full and sufficient right at law and in equity to transfer and assign the Membership Right, and is transferring and assigning the Membership Right to the Assignee free and clear of any and all right, title, or interest of any other person whatsoever.
2.1.2. The Assignor has been given no notice of any default by the Assignor in performing its obligations under the provisions of the Operating Agreement and, to the best of the Assignor’s knowledge, information, and belief, the Assignor is not in default in performing those obligations.
2.1.3. The required consent of any member in the Company to this Assignment has been obtained.
2.1.4. Attached as Exhibit A is a true and complete copy of the Operating Agreement and all amendments thereto.
By Assignor. To induce the Assignee to accept the delivery of this Assignment, the Assignor hereby represents and warrants the following to the Assignee that, on the date hereof and at the time of such delivery:
2.1.1. The Assignor is the sole legal and beneficial owner of the Shares. The Assignor has not sold or transferred any or all of the Shares. Subject to the provisions of the Regulations, the Assignor has the full and sufficient right at law and in equity to transfer and assign the Shares.
By Assignor. Assignor hereby agrees to defend, indemnify and hold harmless Assignee from and against all liability, loss, cost, damage or expense arising out of or resulting from the breach by Assignor of: (i) any of Assignor's representations or warranties contained herein; or (ii) any obligations of Assignor under the Contracts, or as landlord under the Leases, arising prior to the Effective Date.
By Assignor. The Assignor hereby represents, warrants and covenants to the Assignee that,
2.1.1. the Assignor has not heretofore assigned, transferred, or encumbered any or all, of its rights under the provisions of the Agreement; and
2.1.2. as of the date of this Assignment. the Assignor has paid to Baylor Forty-eight Thousand Dollars ($48,000) and shall remit the balance of the amount it owes Baylor promptly after the execution of this Assignment.
By Assignor. Assignor does hereby agree to defend, indemnify, and hold Assignee harmless from and against any and all causes, claims, demands, losses, liabilities, costs, damages, expenses, and fees (including, but not limited to, reasonable attorneys’ fees) incurred or suffered by Assignee as a result of Assignor’s failure to perform, before the date of this Assignment, any or all of Assignor’s obligations under any of the Operating Agreements or the Construction Loan, all in accordance with the terms and conditions of the Agreement.
By Assignor. Assignor shall indemnify, defend and hold harmless Assignee from and against all losses, claims, expenses, damages or liabilities of any kind, including, without limitation, reasonable attorneys’ fees, arising out of or in connection with the Membership Interests prior to the Effective Date.
By Assignor. The Assignor represents and warrants to and for the benefit of the Security Trustee as follows: