Common use of Representations and Warranties of CERES Clause in Contracts

Representations and Warranties of CERES. “To the Knowledge of CERES” as used in this Article 13.1 shall mean: to the actual knowledge, as of the Effective Date, of any member of the Board of Directors or any officer of CERES or any employee of CERES who has actively participated in the negotiation of the transactions contemplated by this Agreement. 13.1.1 CERES represents and warrants to IGER that: 13.1.1.1 CERES (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware; (b) has all requisite power and authority to conduct the business in which it is currently, or is currently proposed to be, engaged; (c) has the corporate power and authority to execute and deliver this Agreement; and (d) has the corporate power and authority to perform its obligations under this Agreement; 13.1.1.2 the execution, delivery, and performance by CERES of this Agreement have been duly authorized by all necessary corporate action of CERES; 13.1.1.3 this Agreement has been duly executed and delivered by CERES, and constitutes the legal, valid and binding obligations of CERES enforceable against CERES in accordance with its terms; 13.1.1.4 as of the Effective Date, CERES has not received notice of, and is not in default under, or with respect to, any contractual obligation, which, individually or together with all such defaults, would have a material adverse effect on the ability of CERES to perform its obligations under this Agreement; 13.1.1.5 to the Knowledge of CERES, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any governmental agency or other person and no lapse of a waiting period is necessary or required in connection with the execution, delivery or performance by, or enforcement against, CERES of this Agreement or the transactions contemplated hereby; 13.1.1.6 to the Knowledge of CERES, CERES has the right to make the conveyances and grants in accordance with the Articles hereof, including, without limitation, the license grants in this Agreement, and no such conveyance or grant violates or constitutes an event that is or would be with the passage of time, in any material way, a violation, breach or default of, any material agreement or material obligation to which CERES is a party or by which it is bound; and 13.1.1.7 all former and current employees of CERES have executed written agreements with CERES that assign to CERES all rights to any inventions, improvements, discoveries or information relating to CERES’ business, subject however to Section 2870 of the California Labor Code. To the Knowledge of CERES, no employee of CERES has entered into any agreement with a former employer that would be violated by his or her employment with CERES.