Representations and Warranties of Assignor and Assignee. Each of Assignor and Assignee hereby represents and warrants that:
Representations and Warranties of Assignor and Assignee. (a) Assignor hereby represents and warrants to Assignee, and to each of the other Members of the Company, that (i) Assignor has full power and authority to enter into this Assignment; (ii) Assignor has sole title to the Designated Membership Interest and, as of the date hereof, the Designated Membership Interest is not subject to any conveyance, sale, transfer, encumbrance, pledge, hypothecation or assignment and is free and clear of any liens or encumbrances whatsoever; (iii) upon the execution and delivery of this Assignment, Assignor shall have no further rights, title or interest in and to the Designated Membership Interest; and (iv) this Assignment does not violate, conflict with or constitute a breach of or default under, or require any consent pursuant to, any law or regulation presently applicable to Assignor, or any order of any court, regulatory body or tribunal or any loan, note, bond, mortgage, lease, indenture, license, agreement, or other instrument or obligation to which Assignor is a party or by which any of Assignor’s property is bound.
Representations and Warranties of Assignor and Assignee. (a) Assignor hereby represents and warrants to Assignee that (i) Assignor has full power and authority to enter into this Assignment; (ii) Assignor has sole title to the Schostak Membership Interest and, as of the date hereof, the Schostak Membership Interest is not subject to any conveyance, sale, transfer, encumbrance, pledge, hypothecation or assignment and is free and clear of any liens or encumbrances whatsoever; (iii) upon the execution and delivery of this Assignment, Assignor shall have no further rights, title or interest in and to the Schostak Membership Interest, Assignor shall have no further rights, title and interest in and to the Company or any of its assets and Assignor shall have no further rights, title or interest in and to Laurel Park Retail Properties LLC or any of its assets; and (iv) this Assignment does not violate, conflict with or constitute a breach of or default under, or require any consent pursuant to, any law or regulation presently applicable to Assignor, or any order of any court, regulatory body or tribunal or any loan, note, bond, mortgage, lease, indenture, license, agreement, or other instrument or obligation to which Assignor is a party or by which any of Assignor’s property is bound.
Representations and Warranties of Assignor and Assignee. Assignor and Assignee represent and warrant individually and respectively, as applicable, to MetLife as follows:
Representations and Warranties of Assignor and Assignee. (a) Assignor represents and warrants that (i) Assignor is the lawful owner of the Interest free and clear of all liens, encumbrances and other claims of all third persons whatsoever and (ii) Assignor has the absolute right to transfer the Interest.
Representations and Warranties of Assignor and Assignee. A. Assignor hereby represents and warrants to Assignee that (a) the signatory executing on behalf of Assignor is duly authorized and has the power and authority to bind Assignor, (b) the Lease attached hereto as Exhibit “A,” the Master Agreement attached hereto as Exhibit “B,” and the Deferred Maintenance Agreement) are the entire agreement between Landlord and Assignor with respect to the Leased Premises, (c) the Lease and Master Agreement are in full force and effect and have not been modified or amended except as described and set forth in this Assignment, and (d) Landlord is not in default under the Lease or Master Agreement, nor has any event occurred or failed to have occurred which, with the giving of notice or the passage of time, or both, would result in Landlord being in default.
Representations and Warranties of Assignor and Assignee. Each of Assignor and Assignee hereby represents and warrants to the other that this Assignment has been duly authorized by all necessary corporate, partnership or limited liability action, and upon its execution and delivery in accordance with the provisions hereof will constitute the legal, valid and binding obligation of such person, enforceable against it in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application from time to time in effect that affect creditors’ rights generally and (ii) general principles of equity.
