REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR Sample Clauses

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. 1.1 The Assignor represents, warrants and covenants to the Assignee that: (a) the above premises are true and complete, that the Debt has not been prepaid in full or in part, and that the Debtor has been given notice of this Assignment by the Assignor; (b) the full amount of the Debt is due and owing by the Debtor to the Assignor; and (c) the Assignor now has a good right, full power and absolute authority to assign its right, title and interest in and to the Debt in the manner set out in Article 2 hereof according to the true intent and meaning of this agreement. 1.2 The representations, warranties and covenants contained in Section 1.1 are provided for the exclusive benefit of the Assignee and a breach of any one or more thereof may be waived by the Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 1 will survive the signing of this agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor hereby covenants, represents and warrants the following: (a) There are no fees and other amounts payable to the Issuer under the Assigned Documents that are currently due and payable or that have accrued but are unpaid. The Assignor is not in default (and no circumstances exist or fail to exist that, with the giving of notice or passage of time or both would constitute such a default) under any of the Assigned Documents. No material breaches, defaults or defenses have been asserted under any of the Assigned Documents by any of the parties thereto (including the Assignor). (b) The Assignor has the power and authority to enter into and perform its obligations under this Agreement and any other documents or instruments necessary or desirable in connection herewith. (c) The Assignor has received no notice from the Issuer, any taxing authority or any taxpayer regarding any challenge to any tax benefits arising by reason of the issuance of the Bonds or the existence of the Lease and Financing Agreement. The Project has been completed and the Assignor has good and marketable leasehold title to the Project and has not created, incurred or permitted to exist any lien or other encumbrance on the Project, except for such liens or encumbrances as may be permitted by the Lease and Financing Agreement. (d) Attached hereto as Exhibit B are true and correct copies of the Assigned Documents. The Assigned Documents have not been modified or amended and are in full force and effect. The Issuer has not assigned or pledged its interest in any of the Assigned Documents except as specifically provided therein. (e) As required by and in accordance with Section 9.01 of the Lease and Financing Agreement, the Assignor shall cause a notice of assignment and a copy of this Agreement to be delivered to the Issuer and the Owner within 30 days of the date hereof under notice in the form substantially similar to that which is attached hereto as Exhibit C. (f) The Assignor has maintained the books for the registration of the Bonds which are registered in the name of IP Eagle LLC. (g) From and after the Effective Date, the Assignor will at its own expense indemnify and hold harmless the Assignee from all actions, suits, losses, costs (including, without limitation, reasonable attorneys’ fees and expenses), obligations and liability arising with respect to (i) the Retained Liabilities, (ii) the Assignor’s default with respect to its covenants and obligations under this Agreement...

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor represents, warrants and covenants to the Assignee that: (a) the Assignor has not previously assigned, released, postponed, discharged or encumbered the Indebtedness in whole or in part; (b) the Assignor has the legal right and authority to convey to the Assignee all of its right, title and interest in and to the Indebtedness; (c) the Assignor holds no security for the payment of the Indebtedness; (d) the Assignor is resident in, or otherwise subject to the laws of, the Province of Ontario, and is an "accredited investor" as defined in Ontario Securities Commission Rule 45-501 Exempt Distributions; (e) the Assignee is not a U.S. ▇▇▇▇▇▇ ▇▇▇ ▇ person in the United States and the Assignee is not acquiring such common shares for the account or benefit of a U.S. Person or a person in the United States. As used herein, the terms "United States" and "U.S. Person" have the meanings ascribed to them in Regulation S under the United States Securities Act of 1933, as amended; (f) the Assignor has the necessary capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations and has taken all necessary corporate action in respect thereof; (g) this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Assignor; the entering into of the Agreement and the transactions contemplated will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Assignor or of any agreement, written or oral, to which the Assignor may be a party or by which it is or may be bound; and (h) the Assignor covenants and agrees that it will not, at any time hereafter, accept payment of the Indebtedness or any part thereof, or do any act by which the Assignee may be prevented or hindered from obtaining payment of the Indebtedness or enforcing the Security.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor shall have complied in all material respects with all of its agreements and covenants contained herein (including the obligations of the Assignor to deliver the documents specified in Section 1.5) to be performed at or prior to the Closing Date, and all of the representations and warranties of the Assignor contained herein shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except to the extent that such representations and warranties were made as of a specified date and, as to such representations and warranties, the same shall continue on the Closing Date to have been true in all material respects as of the specified date.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor does hereby represent, warrant and covenant that: (a) the Purchase Agreement is in full force and effect, the Assignor is not in default thereunder and to the best of the Assignor's knowledge, the Vendor is not in default thereunder; (b) the Assignor has not assigned or pledged, and hereby covenants that it will not assign or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned to anyone other than the Assignee; (c) except for the Purchase Agreement, the Assignor is not a party to or a beneficiary of any document, instrument or other agreement pursuant to which any other party has made any representation or warranty or granted any indemnity or any other type of protection with respect to the Equipment; (d) the Purchase Agreement has not been amended, modified, supplemented, restated and/or replaced at any time; and (e) the Assignor shall not agree to any amendment, modification, supplementation, restatement and/or replacement to the Purchase Agreement without the prior written consent of the Assignee and any such amendment, modification, supplementation, restatement and/or replacement entered into without such consent from the Assignee shall be deemed null and void.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor warrants and represents to, and covenants with, the Assignee that: (a) The Assignor has full power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of the Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignor’s articles of association or by-laws or any legal restriction, or any material agreement or instrument to which the Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignor or its property is subject. The execution, delivery and performance by the Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of the Assignor. This AAR Agreement has been duly executed and delivered by the Assignor and, upon the due authorization, execution and delivery by the Assignee, will constitute the valid and legally binding obligation of the Assignor enforceable against the Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law. The execution, delivery and performance by the Assignor of this AAR Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof. There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this AAR Agreement or (ii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and, if determined adversely to the Assignor, will materially and adversely affect its abi...

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor represents and warrants that on the date of the deposit by the Assignor of any Collateral in the Restricted Account, it will be the legal, record and beneficial owner of, and will have good and marketable title to, the Collateral, subject to no Lien, other than the Lien created by this Agreement. The Assignor covenants and agrees that it will defend the Collateral Agent's right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all other Persons whomsoever; and the Assignor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Collateral Agent as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Collateral Agent.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor hereby represents, warrants and covenants to the Assignee, each of the following, which representations, warranties and covenants are being relied upon by the Assignee in connection with the purchase and assignment of the Assigned Debentures. The Assignor expressly agrees that the Assignee has not investigated or verified, and has no duty to investigate or verify, the representations, warranties and covenants set forth herein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor represents and warrants on the date hereof, on each date on which any Advance is made and on each date on which any Mortgage Loans or Mortgage-backed Securities are delivered to the Lender for the purposes of pledge hereunder, and covenants that: