Assignor agrees Clause Samples

Assignor agrees. A. To abide faithfully by, perform and discharge each and every obligation, covenant, condition and agreement of the Project Documents to be performed by Assignor and to enforce performance by each of the Parties of each and every obligation, covenant, condition and agreement to be performed by the Parties. B. That the occurrence of any of the following shall constitute an Event of Default hereunder: (1) A default by Assignor in the observance or performance of any obligation, covenant, condition or agreement herein which continues for a period of thirty (30) days; or (2) Any representation or warranty made by Assignor herein which is not true and correct in any material respect as of the date hereof; or (3) A default by the Borrower under any of the Loan Documents, which shall not be cured within the grace or notice period, if any, provided for therein. C. That any Event of Default hereunder, as provided above, shall be deemed to be a default under the Deed of Trust and the Loan Documents. Upon the occurrence of any Event of Default hereunder, Assignee shall have the right (but not the obligation), without notice to or demand on Assignor: (1) to declare all sums evidenced or secured by the Loan Documents and hereby immediately due and payable, (2) to exercise any and all rights and remedies provided under the Loan Documents or hereunder as well as such remedies as may be available at law or in equity, and (3) to correct any such default in such manner and to such extent as Assignee may deem necessary to protect the security hereof, including specifically, without limitation, the right (but not the obligation) to appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Assignee; and also the right (but not the obligation) to perform and discharge each and every obligation, covenant, condition and agreement of Assignor under the Project Documents, and, in exercising any such powers, to pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' fees and expenses. Assignee shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge, any obligation, duty or liability under any of the Project Documents, or by reason of this Assignment. D. At any time after the occurrence of an Event of Default, Assignee may, at its option, without notice, and without regard to the adequacy of security for the indebtedness hereby secured, either in pers...
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Related to Assignor agrees

  • Assignor The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

  • The Assignor (i) represents and warrants that as of the date hereof its Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: $___________; (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor or any of their respective Affiliates or the performance or observance by the Company or any Guarantor of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or document; and (v) attaches the Revolving Credit Note referred to in paragraph 1 above and requests that the Agent exchange each such note for a Revolving Credit Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignor.

  • The Assignment On or prior to the Purchase Date, World Omni will execute and deliver the RPA Assignment.

  • Acknowledgments and Affirmations (a) Executive affirms that Executive has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term of employment with the Company. Executive affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

  • Acknowledgment of Obligations I acknowledge that my obligations under this Agreement are in addition to, and do not limit, any and all obligations concerning the same subject matter arising under any applicable law including, without limitation, common law duties of loyalty and common law and statutory law relating to trade secrets.