Juno Clause Samples

Juno. (i) Generation Interconnection Agreement, dated December 22, 2018, by and between SE Juno and Wind Energy Transmission Texas, LLC, as amended by that certain First Amendment to Generation Interconnection Agreement, dated as of September 5, 2019, by and between Wind Energy Transmission Texas, LLC and SE Juno and that certain Second Amendment to Generation Interconnection Agreement, dated as of February 26, 2020, by and between Wind Energy Transmission Texas, LLC and SE Juno (the “SE Juno Interconnection Agreement”).

Juno. (i) Power Purchase Agreement (Renewable Energy), dated as of June 28, 2019, between SE Juno and Lower Colorado River Authority, as amended by that certain First Amendment to Power Purchase Agreement (Renewable Energy), dated as of June 4, 2020 by and between SE Juno and Lower Colorado River Authority, and as further amended by that certain Second Amendment to Power Purchase Agreement (Renewable Energy) dated as of September 21, 2023 by and between SE Juno and Lower Colorado River Authority (as may be further amended, amended and restated, modified or otherwise supplemented from time to time, the “SE Juno-LCRA PPA”). (ii) Solar Energy Power Purchase Agreement, dated as of January 24, 2019, by and between SE Juno and ▇▇▇▇▇▇ & Co. Energy Marketing and Services (USA), Inc., as amended by that certain Amendment to Solar Energy Power Purchase Agreement, dated as of August 26, 2019 by and between SE Juno and Mitsui & Co. Energy Marketing and Services (USA), Inc., that certain Second Amendment to Solar Energy Power Purchase Agreement, dated as of December 4, 2019, by and between SE Juno and Mitsui & Co. Energy Marketing and Services (USA), Inc., that certain Third Amendment to Solar Energy Power Purchase Agreement, dated as of June 17, 2020, by and between SE Juno and Mitsui & Co. Energy Marketing and Services (USA), Inc. and that certain Fourth Amendment to Solar Energy Power Purchase Agreement, dated as of November 30, 2021, by and between SE Juno and Mitsui & Co. Energy Marketing and Services (USA), Inc.; Guarantee, dated January 31, 2019, by and between Mitsui & Co. Ltd. in favor of SE Juno; letter agreement, dated February 11, 2019, by and between SE Juno and ▇▇▇▇▇▇ & Co. Energy Marketing and Services (USA), Inc (collectively, the “SE Juno-Mitsui PPA”).

Juno. Juno represents, warrants and covenants that: (a) it has the legal power, authority and right to enter into this Agreement and to fully perform all of its obligations hereunder; (b) this Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms; (c) the performance of its obligations and the grant of rights hereunder do not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligations of Juno or its Affiliates; and (d) as of the Effective Date there is no claim or demand of any Third Party pertaining to, or any proceeding that is pending or, to the knowledge of Juno, threatened, that challenges the rights of Juno to use the Gene Targets or to conduct the Research Program.

Juno. Notwithstanding the limitations in Section 10.4.1, Juno may assign this License Agreement, or any rights or obligations hereunder in whole or in part, to (a) one or more Affiliates solely as provided in this Section 10.4.3 or (b) its successor in connection with the merger, consolidation, or sale of all or substantially all of its assets or that portion of its business pertaining to the subject matter of this License Agreement; provided however that, except in the case where Juno [***], (i) Juno provides Celgene with at least [***] advance written notice of any such assignment(s), (ii) prior to such assignment(s), Juno agrees in a written agreement delivered to Celgene (and upon which Celgene may rely) to remain fully liable for the performance of its obligations under this License Agreement by its assignee(s), (iii) prior to such assignment(s), the assignee(s) agree in a written agreement delivered to Celgene (and upon which Celgene may rely) to assume performance of all such assigned obligations, (iv) in the case of any assignment(s) by Juno, all [***], and (v) all of the matters referred to in clauses (i), (ii), (iii) and (iv), as applicable, will be set forth in documentation [***] prior to any such assignment(s) [***] and in all cases will provide [***]. If Juno wishes to assign [***], it will be permitted to do so conditioned on [***].

Juno. Juno agrees to indemnify, defend and hold harmless Editas and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns (the “Editas Indemnitees”) from and against any losses, costs, claims, suits, investigations, actions, demands, judgments, damages, deficiency, liabilities, expense or obligation or any kind or nature (including reasonable attorneys’ and professional fees and other costs and expenses of litigation or defense) (collectively, “Liabilities”) based upon, arising out of or otherwise in connection with, directly or indirectly, any Third Party claims, suits, actions, demands or judgments, relating to (a) personal injury or death resulting from any Product researched, Developed, manufactured, used, sold or otherwise distributed by or on behalf of Juno, its Affiliates or Sublicensees, (b) the negligence or willful misconduct of Juno or (c) any breach by Juno of the representations, warranties or covenants made in this Agreement, except, in each case, to the extent such Liabilities result from Section 11.2(a) or (b), or of any provision of an In-License Agreement of which Juno is aware.

Juno. (a) Equity Capital Contribution Agreement, dated as of July 24, 2020, by and between by and between SE Juno Member B, LLC and Barclays Capital Holdings Inc., as amended by that certain Action by Written Consent of Members, dated as of May 26, 2021, by and between, SE Juno Construction Holdco, LLC, SE Juno TE Holdco, LLC, SE Juno Member B, LLC and Barclays Capital Holdings Inc., as further amended by that certain Second Amendment to Equity Capital Contribution Agreement, dated as of November 19, 2021, by and between SE Juno Member B, LLC and Barclays Capital Holdings Inc., and as further amended by that certain Third Amendment to Equity Capital Contribution Agreement, dated as of November 24, 2021, by and between SE Juno Member B, LLC and Barclays Capital Holdings Inc. (b) Amended and Restated Limited Liability Company Agreement, dated as of January 21, 2021, by and between SE Juno Member B, LLC and Barclays Capital Holdings Inc., as supplemented by that certain Limited Waiver to the Amended and Restated Limited Liability Company Agreement of SE Juno TE Holdco, LLC, dated as of May 1, 2021, and as amended by that certain First Amendment to Amended and Restated Limited Liability Company Agreement, dated as of November 24, 2021, as further amended by that certain Limited Waiver and Amendment to the Amended and Restated Limited Liability Company Agreement of SE Juno TE Holdco, LLC dated as of July 29, 2022. (c) Membership Interest Purchase and Sale Agreement, dated as of July 24, 2020, by and between SE Juno TE Holdco, LLC, and SE Juno Construction Holdco, LLC, as amended by that certain First Amendment to Membership Interest Purchase and Sale Agreement, dated as of May 26, 2021, as further amended by that certain Second Amendment to Membership Interest Purchase and Sale Agreement, dated as of November 24, 2021. (d) Guaranty dated as of July 24, 2020, by SB Energy Global Holdings One Ltd., in favor of Barclays Capital Holdings Inc. (e) Completion Guaranty, dated as of July 24, 2020, by and among SB Energy Global Holdings One Ltd., and SE Juno Construction Holdco, LLC, Barclays Capital Holdings Inc., solely for the purposes of Sections 3.1(b), 3.1(d) and 9 thereto, SE Juno Member B, LLC.

Juno. (i) Tax Abatement Agreement dated June 25, 2019, by and between Borden County, Texas and SE Juno. (ii) Agreement for Limitation on Appraised Value of Property for School District Maintenance and Operations Taxes, dated as of June 24, 2019, by and between Borden County Independent School District and SE Juno as amended by that certain Amendment No. 1 to Agreement for Limitation on Appraised Value for School District Maintenance and Operations Taxes, between Borden County Independent School District and SE Juno, dated as of December 13, 2021.

Juno. Juno shall have the initial right, but not the obligation, to institute, prosecute and control any such action, suit or proceeding to enforce such Licensed Patent Rights with respect to such infringement, or to defend any declaratory judgment action with respect to any Licensed Patent Rights (each, an “Action”) [***], using legal counsel of its choice (and reasonably acceptable to Opus), and Opus shall reasonably cooperate with Juno in connection with any such Action, [***]; provided Juno may not enter into any settlement which admits that any of the Licensed Patent Rights is invalid or unenforceable without Opus’s prior written consent. Any amounts recovered from Third Parties in any such Action shall be used first to [***], and the remainder shall be [***].

Juno. Juno agrees to indemnify, defend and hold Fate and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns (the “Fate Indemnitees”) harmless from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Liabilities”) arising, directly or indirectly out of or in connection with Third Party claims, suits, actions, demands or judgments, relating to [***].