Representations and Warranties of Generate Clause Samples
Representations and Warranties of Generate. Generate hereby represents and warrants to Amgen, as of the Effective Date, that:
(a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization;
(b) it (i) has the requisite power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder and (ii) has taken all requisite action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder;
(c) this Agreement has been duly executed and delivered on behalf of Generate, and constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remedies;
(d) the execution, delivery and performance of this Agreement by Generate will not constitute a default under or conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, or violate any Applicable Law of any governmental body or administrative or other agency having jurisdiction over it;
(e) Generate has obtained all necessary consents, approvals and authorizations of all Governmental Authorities and other Persons or entities required to be obtained by it as of the Effective Date in connection with the execution and delivery of this Agreement;
(f) neither any license granted by Generate or its Affiliates to any Third Party, nor any license granted by any Third Party to Generate or its Affiliates, conflicts with the options, rights and licenses (or sublicenses, as the case may be) granted to Amgen hereunder as of the Effective Date;
(g) Generate has not received any written notice from any Third Party asserting or alleging that the use of the Licensed Technology or the manufacture, use, sale, offer for sale or importation of the Collaboration Proteins, Licensed Products, or products made using the Licensed Technology infringes or misappropriates or would infringe or misappropriate any right of any Third Party;
(h) Schedule 1.65 sets forth a true, correct and complete list of all Generate Background Patents as of the Effective Date and indicates whether such Patent i...
Representations and Warranties of Generate. To induce the SPV and the Stockholder to enter into this Agreement and consummate the transactions contemplated hereby, Generate represents to the Stockholder and the SPV that the statements contained in this ARTICLE IV are true and correct as of the Execution Date and will be true and correct as of the Closing Date as though made on and as of the Closing Date of this Agreement, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date):