By the Assignor Sample Clauses

The "By the Assignor" clause defines the rights, obligations, or actions that must be performed by the party transferring their interest or rights under an agreement, known as the assignor. This clause typically outlines the assignor's responsibilities, such as providing necessary documentation, ensuring the validity of the assignment, or warranting that the rights being assigned are free from encumbrances. Its core practical function is to clarify the assignor's duties in the assignment process, thereby reducing the risk of disputes and ensuring a smooth transfer of rights or obligations.
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By the Assignor. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing the Assignor shall deliver or cause to be delivered to the Assignee: (A) a counterpart of the Promissory Note, duly executed by the Assignor; (B) a certificate signed on behalf of the Assignor by a duly authorized officer of the Assignor (solely in his or her capacity as such and not in his or her personal capacity, and without personal liability), certifying that the conditions set forth in Section 1.2(a) and Section 1.2(b)(i) have been satisfied; and (C) all corporate, legal, accounting and tax records of Pequod, including without limitation, accounting records, either electronic or physical, tax returns filed with the tax authorities (including the applicable filing receipts), tax compliance reports, transfer pricing documentation, and tax working papers and supporting documentation of all transactions and events recognized in such tax returns and reports.
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By the Assignor. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing the Assignor shall deliver or cause to be delivered to the Assignee: (A) a counterpart of the Promissory Note, duly executed by the Assignor; (B) a certificate signed on behalf of the Assignor by a duly authorized officer of the Assignor (solely in his or her capacity as such and not in his or her personal capacity, and without personal liability), certifying that the conditions set forth in Section 1.2(a) and Section 1.2(b)(i) have been satisfied; and (C) all corporate, legal, accounting and tax records of Harpoon, including without limitation, accounting records, either electronic or physical, tax returns filed with the tax authorities (including the applicable filing receipts), tax compliance reports, transfer pricing documentation, and tax working papers and supporting documentation of all transactions and events recognized in such tax returns and reports.
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By the Assignor. In consideration for agreeing to assign the Business Assets to the Assignee on the terms and conditions contained in this Agreement, Toreador Turkey Limited and Toreador Turkey Limited, Ankara Turkey Branch hereby jointly and severally represent, warrant and undertake to the Assignee in terms of the Warranties set out below, which also shall be valid as at the Closing Date. For these purposes, the “Warranties” given by the Assignor are as follows:
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Related to By the Assignor

  • REPRESENTATIONS OF THE ASSIGNEE The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, and (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA.

  • Representations and Warranties of the Assignor The Assignor hereby represents and warrants to the Assignee as follows:

  • REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S LIABILITY The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder, (ii) such interest is free and clear of any adverse claim created by the Assignor and (iii) the execution and delivery of this Assignment Agreement by the Assignor is duly authorized. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of any Loan Document, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of the Borrower or any guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of the Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Loan Documents, (v) inspecting any of the property, books or records of the Borrower, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents.

  • Representations and Warranties of the Assignee The Assignee hereby represents and warrants to the Assignor as follows:

  • Representations and Warranties of Assignor Assignor represents and warrants as follows: (a) Assignor (i) is the sole owner of the Mortgage Loans and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor).