Representations and Warranties of Bayer. (a) Bayer is duly organized, validly existing and in good standing under the laws of Indiana and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof.
(b) Bayer is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder.
(c) Bayer has the rights necessary to grant the licenses from Bayer to LLC which are set forth in this agreement.
(d) Xxxxx xx s the rights necessary to grant the licenses set forth herein to (i) [ * ] and (ii) [ * ].
(e) Bayer has [ * ].
(f) Bayer has determined that as of the Effective Date the value of the exclusive licenses acquired by Bayer under this Agreement and the Operating Agreement does not exceed [ * ]. [*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Representations and Warranties of Bayer. The representations and warranties of Bayer are attached as Schedule 14.2.
Representations and Warranties of Bayer. Bayer represents and warrants to CRISPR that as of the date hereof:
Representations and Warranties of Bayer. In order to induce Purchaser to enter into and perform this Agreement and to consummate the Contemplated Transactions, Bayer hereby represents and warrants to Purchaser, as of the date hereof and as of the Closing Date, as set forth below. Notwithstanding the foregoing, Bayer makes no representations and warranties with respect to Biogen Idec, the Biogen Agreement or the Biogen IP unless otherwise expressly stated and expressly referenced.
Representations and Warranties of Bayer. Bayer hereby represents and warrants to ZGEN that as of the Effective Date:
Representations and Warranties of Bayer. Bayer hereby represents and warrants as of the date hereof to the Company and KHL as follows:
(a) Organization; Authority. Bayer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Bayer and performance by Bayer of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Bayer. Each Transaction Document to which it is a party has been duly executed by Bayer, and when delivered by Bayer in accordance with the terms hereof, will constitute the valid and legally binding obligation of Bayer, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.
Representations and Warranties of Bayer. Bayer hereby represents and warrants to CRISPR as of the date hereof:
Representations and Warranties of Bayer. Bayer represents and warrants to GreenLight that the statements contained in this Section 9.2 are correct and complete as of the Effective Date.
Representations and Warranties of Bayer. Bayer represents and warrants to Purchaser as of the date hereof and of the Closing as provided below.
Representations and Warranties of Bayer. Bayer represents and warrants to the other parties hereto that:
(a) Bayer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power, authority and legal right to carry on its business as now conducted and to enter into and perform its obligations hereunder and under the Assignment Agreement;
(b) the Assignment Agreement constitutes the legal, valid and binding obligation of Bayer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’, mortgagees’ or lessors’ rights in general and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and
(c) the execution, delivery and performance by Bayer of the Assignment Agreement and compliance by Bayer with all of the provisions thereof do not and will not (i) contravene any law or regulation of the United States of America or the State of Delaware governing the powers of Bayer; (ii) contravene any order of any court or Governmental Authority applicable to or binding on Bayer; or (iii) contravene the provisions of, or constitute a default by Bayer under, or result in the creation of any lien under its organizational documents or any indenture, mortgage, contract or other agreement or instrument to which Bayer is a party or by which Bayer or any of its property is bound or affected.
