MAS. MAS represents and warrants, after due inquiry by its directors and officers, and covenants that: (a) The execution and delivery of this Assignment Agreement has been duly authorized by all necessary action on the part of MAS (including its board of directors and shareholders, as necessary); (b) It has the power and authority to execute and deliver this Assignment Agreement and to perform its obligations and grant the rights granted under this Assignment Agreement; (c) As of the Execution Date, it is not a party to any agreement or arrangement with any Person, or to any obligation or restriction, including pursuant to its Articles of Incorporation or Bylaws, which in any way limits or conflicts with its ability to fulfill any of its obligations under this Assignment Agreement; (d) As of the Execution Date, MAS is not aware of any action, suit, proceeding, or investigation pending or currently threatened against MAS that questions the validity of this Assignment Agreement, or the right of MAS to enter into and deliver this Assignment Agreement, or to consummate the transactions contemplated hereby; and (e) As of the Effective Date, there is no MAS Assigned Technology.
Appears in 2 contracts
Sources: Assignment Agreement (Ciphergen Biosystems Inc), Assignment Agreement (Ciphergen Biosystems Inc)