REPRESENTATIONS AND WARRANTIES; COVENANTS      59 Sample Clauses

REPRESENTATIONS AND WARRANTIES; COVENANTS      59. Section 11.1 Mutual Representations, Warranties and Covenants 59 Section 11.2 Additional Representations and Warranties of Codiak 62 Section 11.3 Codiak’s Representations and Warranties Regarding Proposed Codiak Platform Additions 65 Section 11.4 Additional Covenants of Codiak 65 Section 11.5 DISCLAIMER OF WARRANTIES 66 Article 12. INDEMNITY; LIMITATION OF LIABILITY 66 Section 12.1 Indemnity 66 Section 12.2 Procedure 67 Section 12.3 Limitation of Liability 68 Section 12.4 Insurance 68 Article 13. TERM AND TERMINATION 68 Section 13.1 Term 68 Section 13.2 Termination by Jazz 69 Section 13.3 Termination for Cause 69 Section 13.4 License Survival Upon Insolvency 70 Section 13.5 Effects of Termination Specifically 71 Section 13.6 Survival 72 Article 14. MISCELLANEOUS 73 Section 14.1 Notices 73 Section 14.2 Dispute Resolution 74 Section 14.3 Governing Law; Jurisdiction; Venue and Service 75 Section 14.4 Service 75 Section 14.5 Entire Agreement 75 Section 14.6 Severability 76 Section 14.7 Force Majeure 76 Section 14.8 Assignment; Firewalls 76 Section 14.9 Relationship of the Parties 78 Section 14.10 Waiver and Non-Exclusion of Remedies 78 Section 14.11 Further Assurances 78 Section 14.12 No Benefit to Third Parties 78 Section 14.13 Equitable Relief 78 Section 14.14 Export Control 79 Section 14.15 Affiliates 79 Section 14.16 Counterparts 79 List of Exhibits and Schedules: Exhibits Exhibit A Work Plans for Initial Collaboration Targets/Initial Research Programs Exhibit B Form of Work Plan Exhibit C Financial Exhibit Exhibit D Royalty Rate Reduction Methodology Exhibit E Royalty Report Format Schedules Schedule 1.1.118 Initial Collaboration Schedule 1.1.142 Targets [***] Schedule 4.3.3 Additional Development Activities Schedule 11.2 Codiak Schedule [***] Schedule 11.2.5 Codiak Patent Rights Schedule 11.2.6 Codiak In-Licenses Schedule 11.2.10 Pre-Existing Excluded Targets COLLABORATION AND LICENSE AGREEMENT This Collaboration and License Agreement (this “Agreement”) is entered into as of January 2, 2019 (the “Effective Date”), by and between Codiak BioSciences, Inc., a company incorporated under the laws of Delaware with offices at 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx, XX 00000 (“Codiak”), and Jazz Pharmaceuticals Ireland Limited, a limited liability company incorporated under the laws of Ireland, with a registered office at Fifth Floor, Waterloo Exchange, Xxxxxxxx Xxxx, Xxxxxx 0, Xxxxxxx (“Jazz”). Codiak and Jazz may sometimes individually be referred to here...
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Related to REPRESENTATIONS AND WARRANTIES; COVENANTS      59

  • Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

  • Representations; Warranties; Covenants Grantor hereby represents, warrants and covenants that:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations and Warranties by You You represent and warrant that:

  • Representations and Warranties and Covenants Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.

  • Representations and Warranties Complete The representations and warranties of the Company included in this Agreement and any list, statement, document or information set forth in, or attached to, any Schedule provided pursuant to this Agreement or delivered hereunder, are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer that:

  • Representations, Warranties, Covenants and Agreements The representations and warranties contained in the Loan Documents and in any certificates delivered to Lender in connection with the closing shall be true and correct in all material respects, and all covenants and agreements required to have been complied with and performed by Borrower shall have been fully complied with and performed to the satisfaction of Lender.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

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