By Monsanto Sample Clauses

By Monsanto. Monsanto represents, warrants and covenants to Evogene that: (a) it has the full right and authority to enter into this Agreement; (b) upon execution by Monsanto, and countersignature by Evogene, this Agreement becomes a valid and binding agreement and is enforceable against Monsanto in accordance with its terms; (c) the execution of this Agreement and the performance by Monsanto hereunder shall not violate, breach, be inconsistent with, or cause a default under any agreement between Monsanto and a Third Party; (d) as of the Effective Date and the 2013 Signing Date and to the knowledge of Monsanto, there are no existing or threatened actions, government investigations, notices, suits or claims pending against it with respect to its right to enter into and perform its obligations under this Agreement; (e) it is responsible for the actions of its Affiliates in connection herewith and for their adherence to the terms and conditions of this Agreement, and further that each Affiliate making use of the license grants hereunder shall be bound by all the terms and conditions of this Agreement relating to such use; (f) it shall use commercially reasonable efforts to satisfy all of its Diligence Obligations hereunder; (f) Regulatory Data when delivered pursuant to Section 8 shall be complete and accurate for its original purpose and use by Monsanto; and (g) as of the 2013 Signing Date, to the knowledge of Monsanto, neither Evogene nor Monsanto has breached any of its obligations hereunder arising on or before such date, or suffered a Diligence Failure hereunder.
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By Monsanto. Monsanto shall defend, indemnify and hold harmless Alnylam, its Affiliates, its Listed Counterparties and their respective directors, officers, employees and agents at Monsanto’s cost and expense, from and against any liabilities, losses, costs, damages, fees or expenses (including reasonable fees and expenses of legal counsel) arising out of any Third Party claim based on (i) any breach by Monsanto of any of its representations, warranties or obligations pursuant to this Agreement, or (ii) the negligence or willful misconduct of Monsanto or its Related Parties, or any of their respective directors, officers, employees and agents, in the performance of obligations or exercise of rights under this Agreement, or (iii) the practice of the licenses granted to Monsanto and its Affiliates under this Agreement or the Discovery, Development, Manufacture or Commercialization of Licensed Products; except to the extent that such claims arise out of any breach by Alnylam of any of its representations, warranties or obligations pursuant to this Agreement or the negligence or willful misconduct of Alnylam or its Affiliates or sublicensees, or any of their respective directors, officers, employees and agents.
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By Monsanto. Monsanto warrants and represents to Senesco that (i) it has the full right and authority to enter into this Agreement, and (ii) as of the Effective Date and to the knowledge of Monsanto, there are no existing or threatened actions, suits or claims pending against it with respect to its right to enter into and perform its obligations under this Agreement.
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By Monsanto. MONSANTO hereby represents and warrants to LICENSEE that (a) MONSANTO has full legal right, power and authority to execute, deliver and perform its obligations under this Agreement, (b) the execution, delivery and performance by MONSANTO of this Agreement do not contravene or constitute a default under any provisions of applicable law or of its articles of incorporation or by-laws (or equivalent documents) or of any agreement, judgment, injunction, order, decree or other instrument binding upon MONSANTO, (c) all licenses, consents, authorizations and approvals, if any, required for the execution, delivery and performance by MONSANTO of this Agreement have been obtained and are in full force and effect and all conditions thereof have been complied with, and no other action by or with respect to, or filing with, any governmental authority or any other entity or person is required in connection with the execution, delivery and performance by MONSANTO of this Agreement, and (d) this Agreement constitutes a valid and binding agreement of MONSANTO, enforceable against MONSANTO in accordance with its terms. MONSANTO makes no representation or warranty that the use or sale of the Compound in the Field will not infringe any patent or proprietary rights of third parties. MONSANTO further represents and warrants that to the best of its knowledge all of the patents listed in Appendix A, as of the Date of this Agreement, are not being infringed by any third parties, are to the extent held by MONSANTO or controlled by MONSANTO free and clear of all liens, encumbrances and other claims, and are not subject to any pending cancellation or reexamination proceeding or any other pending proceeding challenging their scope or validity, except as may occur during prosecution of said Patents in patent offices in which said Patents are pending
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Related to By Monsanto

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  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

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