Representations of Assignor. Assignor hereby represents and warrants to Assignee and to PharmaKinetics that: (i) this Assignment Agreement has been duly authorized by all required partnership action, and as of the Closing, will be duly executed and delivered, and will constitute the legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms; (ii) Assignor has not previously assigned the rights being assigned hereunder to any other party; (iii) the execution, delivery and performance of this Assignment Agreement do not constitute, and with the passage of time or giving of notice will not constitute, a material default or violation of or conflict with any term or provision of any of Assignor's organizational documents, or any other instrument, law, statute, rule or regulation; and (iv) no authorization, consent, or approval of, or filing or registration with, any court or governmental department, commission, or agency, whether domestic or foreign, is or will be necessary in connection with the execution and delivery by Assignor of this Assignment Agreement.
Representations of Assignor. Assignor hereby represents and warrants to Assignee that:
(a) Assignor is duly organized and validly existing under the laws of the state of its organization and has been duly authorized by all necessary and appropriate action to enter into this Assignment and to consummate the transactions contemplated hereby. This Assignment is a valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, except insofar as enforceability may be affected by bankruptcy, insolvency or similar laws affecting creditor's rights generally and the availability of any particular equitable remedy.
(b) Assignor is the record and beneficial owner of all of the Assigned Interests, free and clear of any lien, claim, option, call, right of first refusal, charge, encumbrance, restriction on transfer (other than any restriction under the Securities Act of 1933, as amended, or state securities or "blue sky" laws) or other right of any other party. The Assigned Interests represent all of Assignor's ownership interest in the Partnership.
Representations of Assignor. The Assignor hereby represents and warrants that:
(a) The Assignor is assigning all right, title and interest in, under and to the Agreement to the Assignee, free and clear of any and all liens, claims or encumbrances; and
(b) No person or entity has asserted, and does not now have, any claim against the Assignor under the Agreement because of any action or inaction on the part of the Assignor.
Representations of Assignor. Assignor represents and warrants to Assignee that:
(i) Assignor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to own its properties and carry on its business in each jurisdiction where the failure to be so qualified would have a material adverse effect on Assignor's business;
(ii) Assignor has all requisite corporate power and authority to enter into and perform its obligations under this Agreement;
(iii) this Agreement has been duly authorized, executed and delivered by Assignor and constitutes the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement of the terms hereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors' rights generally, as well as the award by courts of relief in lieu of specific performance of contractual provisions;
(iv) none of the execution, delivery or performance by Assignor of this Agreement will contravene any applicable law, rule, regulation, judgment, order or decree binding on Assignor or any of its property, or any provision of the charter or bylaws of Assignor, or will result in a breach of, or constitute a default under, or contravene any provision of, any material agreement or instrument to which Assignor is a party or by which Assignor or any of its property is bound; and
(v) none of the execution, delivery or performance by Assignor of this Agreement requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any governmental authority, except such as may be required with respect to any sales or transfer tax payable in connection with the transactions contemplated hereby.
Representations of Assignor. Assignor hereby represents and covenants to Assignee that:
a. Assignor has all requisite authority to execute and deliver this Agreement and any other document contemplated by this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby;
b. The outstanding principal amount of the Note, as of February 8, 2013 is $63,000.
c. Assignor’s interest in and to the Note are free and clear of all liens, encumbrances, obligations or defects which are of record prior to the date of this Agreement.
d. Assignor is an "accredited investor" within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act.
e. Neither Assignor nor any of its officers and directors are now, or have been in the last 90-days, officers or directors of the Company, or beneficial holders of 10% or more of its stock
Representations of Assignor. Assignor represents as follows:
a) The Securities to be received by Assignor will be acquired for investment for such Assignor's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and Assignor has no present intention of selling, granting any participation in, or otherwise distributing the same.
b) Assignor has had an opportunity to ask questions and receive answers from Assignee regarding the terms and conditions of the offering of the Securities.
c) Assignor understands that the Securities that it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Act and applicable state securities laws, except in certain limited circumstances. In this connection, Assignor represents that it is familiar with Rule 144 under the Act, and understands the resale limitations imposed thereby and by the Act. Assignor understands that Assignee is under no obligation to register any of the securities sold hereunder.
d) Assignor understands that the certificates evidencing the Securities shall bear the following legend (or one similar thereto), as well as any other legend as may be required by applicable federal and state securities laws: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH AND SUBJECT TO ALL THE TERMS AND CONDITIONS OF A SHAREHOLDER AGREEMENT THEN IN EFFECT AND EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."
Representations of Assignor. Assignor hereby represents and warrants to Assignee that: (a) Assignor is the owner of all right, title and interest in the assigned Interests, free and clear of all liens and encumbrances, (b) the assigned Interests are not subject to a pledge, assignment or other encumbrance, (c) Assignor has delivered true and complete copies of the LLC Agreement to Assignee and (d) Assignor has the power and authority rightfully to assign the assigned Interests to the Assignee.
Representations of Assignor. Assignor hereby represents and covenants to Assignee that:
a. Assignor has all requisite authority to execute and deliver this Agreement and any other document contemplated by this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby;
b. The outstanding principal amount of the Note, as of August 4, 2014 is $175,000 and the accrued and unpaid interest is $8,750.00.
c. Assignor’s interest in and to the Note are free and clear of all liens, encumbrances, obligations or defects which are of record prior to the date of this Agreement.
d. Assignor is an "accredited investor" within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act.
e. Neither Assignor nor any of its officers and directors are now, or have been in the last 90-days, officers or directors of the Company, or beneficial holders of 10% or more of its stock
Representations of Assignor. Assignor covenants, represents and warrants the following to Assignee, which covenants, representations and warranties shall be continuing covenants, representations and warranties:
Representations of Assignor. Assignor hereby represents and warrants unto Assignee that:
(a) the Sublease is in full force and effect and Assignor is not in default thereunder;
(b) Assignor is the Tenant under the Sublease and has full authority to enter into this Agreement; and
(c) Assignor shall observe all conditions and shall perform all obligations to be observed and performed on the part of the Tenant under the Sublease through the Effective Date of this Agreement.
