Certain Representations and Warranties of the Sample Clauses

Certain Representations and Warranties of the. Stockholders. The Stockholder represents and warrants to Parent as follows: ------------
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Certain Representations and Warranties of the. Shareholders. Each Shareholder, jointly and severally, represents and warrants ------------ to Parent as follows:
Sample 1
Certain Representations and Warranties of the. COMPANY 10 Section 3.1. Existence; Good Standing; Authority 10 Section 3.2. Capitalization 11 Section 3.3. Subsidiaries 12 Section 3.4. No Conflict; Consents 12 Section 3.5. Financial Statements; Off-Financial Statement Transactions; Interested Party Transactions; Undisclosed Liabilities 13 Section 3.6. Absence of Certain Changes 14 Section 3.7. Litigation 14 Section 3.8. Employee Benefit Matters 15 Section 3.9. Property 17 Section 3.10. Title to Assets 18 Section 3.11. Labor and Employment Matters 18 Section 3.12. Contracts and Commitments 20 Section 3.13. Intellectual Property 22 Section 3.14. Environmental Matters 23 Section 3.15. Insurance 24 Section 3.16. No Brokers 25 Section 3.17. Compliance with Laws 25 Section 3.18. Company Licenses 27 Section 3.19. Banks 28 Section 3.20. Customers 28 Section 3.21. Conduct of Business in the Ordinary Course 28 Section 3.22. Letters of Credit, Bonds, Etc. 29 Section 3.23. Accounts Receivable 29 Section 3.24. Assets of Company 30 Section 3.25. Tractors and Trailers 30 Section 3.26. Owner-Operators 31 Section 3.27. Exclusive Dealing 32 Section 3.28. Limitations on Warranties 32
Sample 1

Related to Certain Representations and Warranties of the

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund that:

  • Certain Representations and Warranties of Fund Fund represents and warrants to Service Company that:

  • 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 attached hereto, this "Agreement"), by and among Gingko Corporation, a Delaware corporation (together with its successors and permitted assigns, "Parent"), Gingko Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary (as defined in Section 3.02 of this Agreement) of Parent (together with its successors and permitted assigns, "Merger Sub"), and Information Resources, Inc., a Delaware corporation (the "Company").

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Certain Representations and Warranties of the Sub-Adviser (a) The Sub-Adviser represents and warrants that it is a duly registered investment adviser under the Advisers Act, is a duly registered investment adviser in any and all states of the United States in which the Sub-Adviser is required to be so registered and has obtained all necessary licenses and approvals in order to perform the services provided in this Agreement. The Sub-Adviser covenants to maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement.

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Company that:

  • Representations and Warranties of RPS RPS represents and warrants to the Fund that:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE TRANSITORY SUBSIDIARY.....................................................26 3.1 Organization, Qualification and Corporate Power........................26 3.2 Capitalization.........................................................26 3.3

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