Common use of Representations by Shell Clause in Contracts

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.