REPRESENTATIONS AND WARRANTIES OF THE. COMPANY Section 4.01. Organization and Qualification 14 Section 4.02. Capitalization 14 Section 4.03. Subsidiaries 17 Section 4.04. Authority; Non-Contravention; Approvals 17 Section 4.05. Reports and Financial Statements 19 Section 4.06. Absence of Undisclosed Liabilities 19 Section 4.07. Absence of Certain Changes or Events 19 Section 4.08. Litigation 20 Section 4.09. Offer Documents; Proxy Statement 20 Section 4.10. No Violation of Law 20 Section 4.11. Material Contracts; Compliance With Agreements 21 Section 4.12. Taxes 22 Section 4.13. Employee Benefit Plans; ERISA 22 Section 4.14. Labor Controversies 24 Section 4.15. Environmental Matters 25 Section 4.16. Intellectual Property 25 Section 4.17. Opinion of Financial Advisor 27 Section 4.18. Brokers and Finders 27 Section 4.19. Insurance 27 Section 4.20. Takeover Statutes 27 Section 4.21. Receivables and Customers 27 ARTICLE V COVENANTS Section 5.01. Conduct of Business Pending the Merger 27 Section 5.02. Restrictions on Parent and the Company 29 Section 5.03. No Solicitation 30 Section 5.04. Access to Information; Confidentiality 31 Section 5.05. Merger Sub 32 Section 5.06. Employee Benefits 32 Section 5.07. Proxy Statement 33 Section 5.08. Company Meeting 34 Section 5.09. Public Announcements 34 Section 5.10. Expenses and Fees 34 Section 5.11. Agreement to Cooperate 35 Section 5.12. Directors' and Officers' Indemnification 35 Section 5.13. Section 16 Matters 37 Section 5.14. Further Assurances 37 Section 5.15. Notices of Certain Events 37 Section 5.16. CVR Trust; CVR Agreement 38 ARTICLE VI CONDITIONS TO THE MERGER Section 6.01. Conditions to the Obligations to Consummate the Merger 39 ARTICLE VII TERMINATION Section 7.01. Termination 39 ARTICLE VIII MISCELLANEOUS Section 8.01. Effect of Termination 41 Section 8.02. Non-Survival of Representations and Warranties 42 Section 8.03. Notices 42 Section 8.04. Interpretation 43 Section 8.05. Miscellaneous 43 Section 8.06. Counterparts 43 Section 8.07. Amendments; Extensions 43 Section 8.08. Entire Agreement 44 Section 8.09. Severability 44 Section 8.10. Specific Performance; Limitation on Damages 44 Section 8.11. No Admission 45 Section 8.12. Jurisdiction 45 Section 8.13. WAIVER OF JURY TRIAL 45 Section 8.14. Termination of June 29 Merger Agreement and Original Offer 45 ii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes...
REPRESENTATIONS AND WARRANTIES OF THE. PROMOTER The Promoter hereby represents and warrants to the Allottee as follows:
REPRESENTATIONS AND WARRANTIES OF THE. Seller as to the Receivables. The Seller makes the following representations and warranties as to the Receivables on which the Trust relies in accepting the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement in the case of the Initial Receivable and as of the applicable Subsequent Transfer Date in the case of the Subsequent Receivables, except in each case to the extent otherwise provided in the following representations and warranties, but shall survive the sale, transfer and assignment of the Receivables to the Trust and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
REPRESENTATIONS AND WARRANTIES OF THE. REIT III PARTIES 20 Section 4.1 Organization and Qualification; Subsidiaries 21 Section 4.2 Authority; Approval Required 22 Section 4.3 No Conflict; Required Filings and Consents 23 Section 4.4 Capital Structure 24 Section 4.5 SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements; Investment Company Act; Anti-Corruption Laws 25 Section 4.6 Absence of Certain Changes or Events 27 Section 4.7 No Undisclosed Liabilities 27 Section 4.8 Permits; Compliance with Law 28 Section 4.9 Litigation 28 Section 4.10 Properties 29 Section 4.11 Environmental Matters 29 Section 4.12 Material Contracts 30 Section 4.13 Taxes 33 Section 4.14 Intellectual Property 36 Section 4.15 Information Privacy & Security 36 Section 4.16 Insurance 36 Section 4.17 Employee Matters 37 Section 4.18 Related-Party Transactions 37 Section 4.19 Brokers 37 Section 4.20 Opinion of Financial Advisor 37 Section 4.21 Takeover Statutes 38 Section 4.22 Information Supplied 38 Section 4.23 COVID-19 38 Section 4.24 No Other Representations and Warranties 39
REPRESENTATIONS AND WARRANTIES OF THE. CONTRIBUTING PARTIES 12 3.1 Organization 12 3.2 Authority and Approval 12 3.3 No Conflict; Consents 13 3.4 Capitalization; Title to Subject Interest 14 3.5 Financial Statements; Undisclosed Liabilities 14 3.6 Working Capital and SemCrude Pipeline Assets 15 3.7 Title to Assets 15 3.8 Litigation; Laws and Regulations 16 3.9 No Adverse Changes 16 3.10 Taxes 17 3.11 Environmental Matters 17 3.12 Licenses; Permits 18 3.13 Employees and Employee Benefits 19 3.14 Contracts 20 3.15 Transactions with Affiliates 21 3.16 Investment Company Act; FERC 21 3.17 Brokerage Arrangements 21 3.18 Capital Commitments 21 3.19 Investment Intent 21 3.20 Conflicts Committee Matters 22 3.21 Waivers and Disclaimers 23 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP PARTIES 23 4.1 Organization and Existence 23 4.2 Authority and Approval 24 4.3 No Conflict; Consents 25 4.4 Brokerage Arrangements 25 4.5 Litigation 25 4.6 Valid Issuance; Listing; Authorization 26 4.7 SEC Filings 26 4.8 Investment Intent 27 4.9 Waivers and Disclaimers 27
REPRESENTATIONS AND WARRANTIES OF THE. COMPANY Section 4.1
REPRESENTATIONS AND WARRANTIES OF THE. PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE Section 7.01. Property Trustee............................................23 Section 7.02. Delaware Trustee............................................23
REPRESENTATIONS AND WARRANTIES OF THE. COMPANY 17 4.1 Organization and Good Standing 17 4.2 Subsidiaries 18 4.3 Power, Authority and Consents 19 4.4 No Conflict 20 4.5 Capitalization of the Company 20 4.6 Company SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx Act Compliance 21 4.7 No Undisclosed Liabilities 23 4.8 Absence of Certain Changes or Events 24 4.9 Taxes 24 4.10 Litigation 26 4.11 Real Property and Personal Property Matters 26 4.12 Environmental Matters 27 4.13 Contracts, Agreements, Arrangements, Commitments and Undertakings 28 4.14 Intellectual Property 30 4.15 Compliance with Laws; Permits 31 4.16 Employees, ERISA and Other Compliance 32 4.17 Insurance 34 4.18 Related Party Transactions 34 4.19 Opinion of Financial Advisor 34 4.20 Broker’s Fees 35 4.21 Capital Expenditures 35 4.22 Accounts Receivable 35 4.23 Customers and Suppliers 35 4.24 FCPA; OFAC 36 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 36 5.1 Organization and Good Standing 36 5.2 Merger Sub 37 5.3 Power, Authority and Consents 37 5.4 No Conflict 38 5.5 Ownership of Company Common Stock 38 5.6 Legal Proceedings 38 5.7 Financing Capability 38 5.8 Solvency 39 5.9 Broker’s Fees 39 ARTICLE VI COMPANY COVENANTS 40 6.1 Advice of Changes 40 6.2 Conduct of Business 40 6.3 Reasonable Best Efforts; Regulatory Approvals 43 6.4 Acquisition Proposals 44 6.5 Preparation of Proxy Statement; Approval of Company Shareholders 48 6.6 Access to Information 50 6.7 Company Cooperation with Debt Financing Efforts 50 6.8 Discharge of Company Funded Indebtedness and Release of Encumbrances 52 6.9 Section 16 Matters 52 6.10 Directors 52 6.11 Public Announcements 52 6.12 Stock Exchange Delisting; Xxxxxxxxxxxxxx 00 6.13 Cooperation Concerning Cash Repatriation 52 ARTICLE VII PARENT COVENANTS 53 7.1 Advice of Changes 53 7.2 Reasonable Best Efforts; Regulatory Approvals 53 7.3 Financing 55 7.4 Proxy Statement 55 7.5 Indemnification of Company Directors and Officers 56 7.6 Employees; Benefit Plans 57 7.7 Public Announcements 57 ARTICLE VIII CONDITIONS TO CLOSING OF MERGER 58 8.1 Conditions to Each Party’s Obligation to Effect the Merger 58 8.2 Additional Conditions to Obligations of Parent and Merger Sub 58 8.3 Additional Conditions to Obligations of the Company 59
REPRESENTATIONS AND WARRANTIES OF THE. Company The Company represents and warrants to the Trust that: (1) It is a business trust duly organized and existing and in good standing under the laws of the State of Delaware. (2) It is duly qualified to carry on its business in the State of Delaware. (3) It is empowered under applicable laws and by its charter and by- laws to enter into and perform this Agreement. (4) All requisite corporate proceedings have been taken to authorize it to enter into and perform its obligations under this Agreement. (5) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. (6) It is in compliance with federal securities law requirements and in good standing as a transfer agent. B.
REPRESENTATIONS AND WARRANTIES OF THE. COMPANY Section 3.1 Organization; Qualification of Company.......................7 Section 3.2 Authorization................................................7 Section 3.3 Execution; Validity of Agreement.............................8 Section 3.4 Capitalization...............................................8 Section 3.5 Consents and Approvals; No Violations........................8 Section 3.6 Subsidiaries.................................................9 Section 3.7
