Representations and Warranties of the Assignor. Assignor represents and warrants to Assignee that as of the date hereof: (a) Assignor has all requisite power and authority to execute, deliver and perform its obligations under this Assignment, including, without limitation, to transfer the property transferred to the Assignee hereby; (b) the execution, delivery and performance by the Assignor of this Assignment has been duly authorized by all necessary corporate and other action and does not and will not require any registration with, consent or approval of, or notice to or action by, any person (including any governmental authority) in order to be effective and enforceable; (c) this Assignment constitutes the legal, valid and binding obligation of the Assignor, enforceable against it in accordance with their respective terms; and (d) all claims for wages, expense reimbursements, benefits and other compensation with priority over the Assignor’s other creditors pursuant to California Code of Civil Procedure § 1204 accrued or otherwise arising prior to the date hereof have been satisfied in full.
Appears in 7 contracts
Samples: General Assignment (Aravive, Inc.), General Assignment, General Assignment
Representations and Warranties of the Assignor. Assignor represents and warrants to Assignee that as of the date hereof:
(a) Assignor has all requisite power and authority to execute, deliver and perform its obligations under this Assignment, including, without limitation, to transfer the property transferred to the Assignee hereby;
(b) the execution, delivery and performance by the Assignor of this Assignment has been duly authorized by all necessary corporate and other action and does not and will not require any registration with, consent or approval of, or notice to or action by, any person (including any governmental authority) in order to be effective and enforceable;
(c) this Assignment constitutes the legal, valid and binding obligation of the Assignor, enforceable against it in accordance with their respective terms; and
and (d) all claims for wages, expense reimbursements, benefits and other compensation with priority over the Assignor’s 's other creditors pursuant to California Code of Civil Procedure § 1204 accrued or otherwise arising prior to the date hereof have been satisfied in full.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Tecogen Inc.), Asset Purchase Agreement (Tecogen Inc.)
Representations and Warranties of the Assignor. Assignor represents and warrants to Assignee that as of the date hereof:
(a) Assignor has all requisite power and authority to execute, deliver and perform its obligations under this Assignment, including, without limitation, to transfer the property transferred to the Assignee hereby;
(b) the execution, delivery and performance by the Assignor of this Assignment has been duly authorized by all necessary corporate and other action and does not and will not require any registration with, consent or approval of, or notice to or action by, any person (including any governmental authority) in order to be effective and enforceable;
(c) this Assignment constitutes the legal, valid and binding obligation of the Assignor, enforceable against it in accordance with their respective terms; and
(d) all claims for wages, expense reimbursements, benefits and other compensation with priority over the Assignor’s 's other creditors pursuant to California Code of Civil Procedure § 1204 accrued or otherwise arising prior to the date hereof have been satisfied in full.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Tecogen Inc), Asset Purchase Agreement (Tecogen Inc)
Representations and Warranties of the Assignor. Assignor represents and warrants to Assignee that as of the date hereof:
(a) Assignor has all requisite power and authority to execute, deliver and perform its obligations under this Assignment, including, without limitation, to transfer the property transferred to the Assignee hereby;
(b) the execution, delivery and performance by the Assignor of this Assignment has been duly authorized by all necessary corporate and other action and does not and will not require any registration with, consent or approval of, or notice to or action by, any person (including any governmental authority) in order to be effective and enforceable;
(c) this Assignment constitutes the legal, valid and binding obligation of the Assignor, enforceable against it in accordance with their its respective terms; and
(d) all claims for wages, expense reimbursements, benefits and other compensation with priority over the Assignor’s other creditors pursuant to California Code of Civil Procedure § 1204 accrued or otherwise arising prior to the date hereof have been satisfied in full.
Appears in 1 contract
Samples: General Assignment
Representations and Warranties of the Assignor. Assignor represents and warrants to Assignee that as of the date hereof:
(a) Assignor has all requisite power and authority to execute, deliver and perform its obligations under this Assignment, including, without limitation, to transfer the property transferred to the Assignee hereby;
(b) the execution, delivery and performance by the Assignor of this Assignment has been duly authorized by all necessary corporate and other action and does not and will not require any registration with, consent or approval of, or notice to or action by, any person (including any governmental authority) in order to be effective and enforceable;
(c) this Assignment constitutes the legal, valid and binding obligation of the Assignor, enforceable against it in accordance with their respective terms; and
(d) all claims for wages, expense reimbursements, benefits and other compensation with priority over the Assignor’s other creditors pursuant to California Code of Civil Procedure § 1204 accrued or otherwise arising prior to the date hereof have been satisfied in full.
Appears in 1 contract
Samples: General Assignment
Representations and Warranties of the Assignor. Assignor represents and warrants to Assignee that as of the date hereof:
(a) Assignor has all requisite power and authority to execute, deliver and perform its obligations under this Assignment, including, without limitation, to transfer the property transferred to the Assignee hereby;
(b) the execution, delivery and performance by the Assignor of this Assignment has been duly authorized by all necessary corporate and other action and does not and will not require any registration with, consent or approval of, or notice to or action by, any person (including any governmental authority) in order to be effective and enforceable;
(c) this Assignment constitutes the legal, valid and binding obligation of the Assignor, enforceable against it in accordance with their respective its terms; and
(d) all claims for wages, expense reimbursements, benefits and other compensation with priority over the Assignor’s other creditors pursuant to California Code of Civil Procedure § 1204 accrued or otherwise arising prior to the date hereof have been satisfied in full.
Appears in 1 contract
Samples: General Assignment