Representation of Assignor. The Assignor represents and warrants that the Agreement is in full force and effect and in good standing.
Representation of Assignor. The Assignor hereby represents to the Assignee and agrees as follows:
Representation of Assignor. Assignor hereby represents that to the best of Assignor’s knowledge, information and belief, the list of creditors delivered by Assignor concurrently herewith to the Assignee and as required under California Code of Civil Procedure §1802 is complete and correct as reflected by the books and records of the Assignor, as to the names of Assignor's creditors, their addresses and the amounts due them. Assignor agrees to make at least one of its officers or directors, for a limited agreed upon period of time, available to the Assignee to assist the Assignee, as requested by the Assignee, in the Assignee’s orderly sale or liquidation of the Assigned Assets, and in collection of any and all monies owing the Assignor; provided, however, that any such designed officer(s) or director(s) of Assignor shall only be required to provide such assistance to the Assignee to the extent, and on the condition that, they are reasonably compensated for such services in an amount and in a manner that is mutually acceptable to the Assignee and such officer(s) and director(s). Further, the agreement of such officer(s) and/or director(s) to provide such services to the Assignee shall not preclude such officer(s) and/or director(s) from resigning from their position with the Assignor at any time.
Representation of Assignor. Assignor represent and warrants to Assignee that
Representation of Assignor. Assignor hereby represents and warrants that it is acquiring the Shares for its own account and not with an intent to sell or otherwise distribute such securities.
Representation of Assignor. (a) KMG, as Assignor, hereby represents that except as set forth on the attached Schedule 18, there is no action, suit, or proceeding (including, without limitation, takings under condemnation or eminent domain) pending, or to the knowledge of Assignor threatened, against the UXP Purchase Properties. Except as set forth on the attached Schedule 18, there is no claim or demand (including, without limitation, takings under condemnation or eminent domain) pending, or to the knowledge of Assignor threatened, against the UXP Purchase Properties which would have a material adverse affect on the value, operation or Assignor's ownership of the affected UXP Purchase Property (measured individually and in the aggregate). KMG further represents, as Assignor, that during the period from March 15, 2003 to the Closing Date, to its knowledge there was no material change in the title and environmental condition of the UXP Purchase Properties.
Representation of Assignor. The Assignor represents and warrants to the Assignee that the Debt is due and owing by Olympus to the Assignor and the Assignor has not assigned, set over, transferred or granted any interest or other right in or to the Debt or the Gross Production Royalty.
Representation of Assignor. Assignor represents and warrants to Assignee and Landlord that Assignor has not previously assigned any interest in the Lease or the Premises and that, on the Closing Date, neither Assignor nor, to Assignor knowledge, Landlord, will be in default of any obligation arising under the Lease.
Representation of Assignor. There is no action, suit, or proceeding (including, without limitation, takings under condemnation or eminent domain) pending, or to the knowledge of Assignor threatened, against the Properties. There is no claim or demand (including, without limitation, takings under condemnation or eminent domain) pending, or to the knowledge of Seller threatened, against the Properties which would have a material adverse affect on the value, operation or Assignor's ownership of the affected Property (measured individually and in the aggregate).
Representation of Assignor. Assignor holds all of the right, title and interest of Tenant under the Lease and has the complete and unrestricted power and the unqualified right to assign the Lease to Assignee, subject to consent of Landlord. ASSIGNOR: TELLME NETWORKS, INC., a Delaware corporation By: /s/ X. X. XXXXX, III -------------------------------- Name: X.X. XXXXX, III --------------------------- Its: VICE PRESIDENT ---------------------------- ADDRESS: 000 Xxxxxxxxxx Xxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Fax: 000-000-0000 ASSIGNEE: XXXX XXXXX' IDEALAB!, a California corporation
