Warranty of No Assignment Sample Clauses

Warranty of No Assignment. The parties to this Agreement each warrant, represent and agree that they have not heretofore assigned, subrogated, licensed, pledged, hypothecated, sold or transferred to any person whatsoever any claim or interest released in paragraphs 9, 19 and 11, of this Agreement, and that they are authorized to execute this Agreement in all respects. In the event any claim is made against any party because of any purported assignment, subrogation, license, pledge, hypothecation, sale or transfer of any claim or interest released in paragraphs 9, 10 and 11, of this Agreement, the party who purportedly assigned, subrogated, pledged, licensed, hypothecated, sold or transferred the claim or interest shall defend, indemnify and hold harmless the party against whom the claim is made, from any loss, damages, costs and attorneys' fees incurred.
Sample 1
AutoNDA by SimpleDocs
Warranty of No Assignment. The Parties each represent and warrant that they have not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or corporation whatsoever any claim, debt, liability, demand, obligation, cost, expense, action or causes of action covered by this Agreement, and each of the Parties acknowledges and agrees that this warranty and representation is an essential and material term of this Agreement without which none of the consideration received in connection herewith would have been made or delivered. The foregoing warranty and representation shall survive the delivery of this Agreement, and each of the Parties shall indemnify, defend and hold the others harmless from any claims, demands or actions which have been assigned or transferred, or purported to have been assigned or transferred, in violation of the foregoing representation and warranty.
Sample 1
Warranty of No Assignment. Each of the Parties hereby warrants and represents that it has not assigned, transferred, or conveyed, or purported to have assigned, transferred, or conveyed, to any person or entity any claim, demand, debt, liability, account, obligation, or cause of action herein released.
Sample 1
Warranty of No Assignment. The parties warrant that they have made no assignment, and will make no assignment, of any claim whatsoever against each other or any of their respective agents or representatives, and that no other person or entity of any kind has any interest in any such claim(s).
Sample 1
Warranty of No Assignment. Employee warrants that Employee has not assigned, subrogated, sold, transferred, or conveyed to anyone any action, claim, obligation, damages, cost, or expense (including without limitation attorneys’ fees) that Employee, or Employee’s heirs, executors, administrators, successors, assigns, attorneys, and other personal representatives has or may have had against any of the Released Parties. Employee agrees to indemnify the Released Parties for any liability and attorneys’ fees incurred as a result of any such claims brought against a Released Party.
Sample 1
Warranty of No Assignment. Each party warrants and represents that such party has not sold, assigned, conveyed, pledged, encumbered, or otherwise in any way transferred to any person or entity any Claim released by such party pursuant to this Agreement.
Sample 1

Related to Warranty of No Assignment

  • Representations and Warranties of Lessor Lessor represents and warrants to Lesse as follows:

  • Representations and Warranties of Lessee Lessee hereby represents and warrants to Lessor that on the date hereof and on the date of execution of each Schedule:

  • REPRESENTATIONS AND WARRANTIES TO SURVIVE DELIVERY All representations and warranties of the Company herein or in certificates delivered pursuant hereto shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of BNYMCM and its officers, directors, employees and agents and any Controlling Persons, (ii) delivery and acceptance of the Common Shares and payment therefor or (iii) any termination of this Agreement.

  • Representations and Warranties; No Default On the Amendment Effective Date, after giving effect to the amendment of the Loan and Security Agreement contemplated hereby:

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

  • Representations and Warranties of Assignee Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

  • Representations and Warranties to Survive Unless otherwise provided, all of the representations and warranties contained in this Agreement and in any certificate, exhibit or other document delivered pursuant to this Agreement shall survive the Closing for a period of two (2) years. No investigation made by any party hereto or their representatives shall constitute a waiver of any representation or warranty, and no such representation or warranty shall be merged into the Closing.

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement, incorporated herein by reference or contained in the certificates of officers of the Mortgage Loan Seller delivered pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trust, notwithstanding any restrictive or qualified endorsement or assignment in respect of any Mortgage Loan.

  • Representations and Warranties; No Event of Default The representations and warranties herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Agent or any Lender pursuant to the Financing Agreement or any other Loan Document on or immediately prior to the Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date), and no Default or Event of Default has occurred and is continuing as of the Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms.

  • Representations and Warranties of the Concessionaire The Concessionaire represents and warrants to the Authority that:

Time is Money Join Law Insider Premium to draft better contracts faster.