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.
Appears in 12 contracts
Samples: Assignment Agreement (Daniels Leslie B), Assignment Agreement (Daniels Leslie B), Assignment Agreement (Daniels Leslie B)
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 corporate 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 charter 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.
Appears in 2 contracts
Samples: Assignment Agreement (Daniels Leslie B), Assignment Agreement (Daniels Leslie B)