Representations by Shell Clause Samples
The 'Representations by Shell' clause sets out specific statements or assurances made by Shell regarding certain facts or conditions relevant to the agreement. Typically, these representations may cover Shell’s authority to enter into the contract, its compliance with applicable laws, or the accuracy of information provided to the other party. By including this clause, the agreement ensures that Shell is legally bound to the truthfulness of its statements, thereby allocating risk and providing the other party with a basis for recourse if any representation proves to be false or misleading.
Representations by Shell. Shell represents and warrants that, as of the Execution Date: (a) it is duly organized and validly existing under the laws of the jurisdiction of its formation and has full corporate power and authority to enter into this Amended and Restated License Agreement; (b) it is in good standing with all relevant governmental authorities; (c) it has taken all corporate actions necessary to authorize the execution and delivery of this Amended and Restated License Agreement and the performance of its obligations under this Amended and Restated License Agreement; and (d) the performance of its obligations under this Amended and Restated License Agreement do not conflict with, or constitute a default under its charter documents, any contractual obligation of Shell or any court order.
Representations by Shell. Shell represents and warrants that, as of the Effective Date: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement; (b) it is in good standing with all relevant governmental authorities; (c) it has taken all corporate actions necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; (d) the performance of its obligations under this Agreement, including without limitation, the grant of any rights under the terms of this Agreement, does not conflict with, and will not constitute a default under, any of its charter documents, any agreement, commitment or arrangement with any Third Party, or any court order; and (e) it has provided complete, but redacted, versions of each of the Shell Third Party Agreements, and none of the information redacted from any of the Shell Third Party Agreements is necessary for Codexis or IE to comply with obligations under the terms and conditions of (i) this Agreement or (ii) the sublicense requirements under any Shell Third Party Agreement for which Shell may grant rights to Codexis or IE under this Agreement. In addition, Shell represents, warrants and covenants that it will provide a complete, but redacted, version of each of Shell Third Party Agreements added to Schedule 1.69 after the Effective Date, and none of the information redacted from any of such Shell Third Party Agreements will be necessary for Codexis or IE to comply with obligations under the terms and conditions of (A) this Agreement or (B) the sublicense requirements under any such Shell Third Party Agreement for which Shell may grant rights to Codexis or IE under this Agreement.
Representations by Shell. Shell represents and warrants to Buyer as follows:
(a) Shell is a limited partnership duly organized, validly existing and in good standing under the Applicable Laws of the State of Delaware.
(b) Shell has all requisite power and authority to execute, deliver, and perform this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery, and performance of this Agreement and the Transaction Documents to which Shell is a party have been duly authorized by all requisite limited partnership action, and this Agreement and the Transaction Documents to which it is a party has been duly executed and delivered by Shell.
(c) This Agreement constitutes, and the Transaction Documents to which it is a party, when executed and delivered by Shell will constitute, the legal, valid and binding obligation of Shell, enforceable against Shell in accordance with its terms, except as enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar Applicable Laws now or hereafter in effect affecting the enforcement of creditors rights generally, and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(d) The execution and delivery by Shell of this Agreement and the Transaction Documents to which it is a party and the performance by Shell of the terms hereof and thereof do not conflict with or result in a violation of:
(i) the Organizational Documents of Shell, or
(ii) any material agreement, instrument, order, writ, judgment, or decree to which Shell is a party or is subject.
(e) Neither Shell nor any Affiliate of Shell has incurred any liability, contingent or otherwise, for broker's fees, finder's fees, agent's commissions, or other similar forms of compensation in connection with this Agreement or any contract or transaction contemplated hereby for which Buyer shall have any responsibility whatsoever. Shell releases Buyer from, and shall fully protect, indemnify, and defend Buyer and hold it harmless from and against, any and all Liabilities relating to, arising out of, or connected with, directly or indirectly, commissions, finders' fees, or other remuneration due to any such agent, broker, or finder claiming by, through, or under Shell or any Affiliate of Shell.
Representations by Shell. 11 (a) Due Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 (b) Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 (c)
Representations by Shell. SHELL represents to PLAINS, each of which representations shall survive Closing, that as of the date of the AGREEMENT and as of Closing: