Parent’s Representations Sample Clauses

Parent’s Representations. Parent hereby represents and warrants to the Administrative Agent and the Lenders, as follows: (a) each of the representations and warranties of Parent contained or incorporated in the Guaranty or any of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such specific date); (b) as of the date hereof and immediately after giving effect to this Agreement, Parent is in compliance with its obligations under the Guaranty and each of the other Loan Documents to which it is a party; (c) Parent has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement; Parent has been duly authorized by all necessary corporate action on its part; and this Agreement has been duly and validly executed and delivered by Parent and constitutes Parent’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (d) Parent’s execution and delivery of this Agreement (i) does not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, except for such as have been obtained or made and are in full force and effect, (ii) will not violate any applicable law or regulation or the charter, by‑laws or other organizational documents of Parent or any order of any governmental authority and (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon Parent or any of its assets.

Parent’s Representations. All representations and warranties made by Parent and Merger Sub in this Agreement or any certificate or other writing delivered by Parent, Merger Sub or any of their respective Affiliates pursuant hereto or in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the Company and shall terminate on the first anniversary of the Closing Date (except that Company claims pending on the first anniversary of the Closing Date shall continued until resolved). The covenants made by the Parent in this Agreement or any certificate or other writing delivered by the Parent, Merger Sub and their respective Affiliates pursuant hereto or in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the Company.

Parent’s Representations. Parent acknowledges and agrees that except for the representations and warranties expressly given by the Company in Article III and the representations and warranties in the Rollover Agreements and Stockholder Agreements and Escrow Agreement, neither the Company nor any of its Subsidiaries nor any of their respective representatives or affiliates, has made or shall be deemed to have made any representation or warranty to Parent or Merger Sub, express or implied, with respect to the Company or its Subsidiaries or the execution and delivery of this Agreement by the Company or the Transactions.

Parent’s Representations. The representations and warranties of Parent and Merger Subs set forth in this Agreement, or in any certificate or other instrument required to be delivered by Parent or Merger Subs pursuant to this Agreement, shall terminate at the Effective Time, other than Section 4.1, Section 4.3 and Section 4.7, which shall survive shall survive the Closing and the Effective Time and remain in full force and effect until 30 days after the expiration of the statutes of limitations (including extensions thereof) applicable to the matters referenced therein. In the event of fraud or intentional misrepresentation of or by Parent or Merger Subs with respect to any representation or warranty set forth in this Agreement or certificate described above, such representation or warranty shall survive indefinitely.

Parent’s Representations. All representations and warranties made by Parent, Federal and Acquisition Sub in this Agreement or any certificate or other writing delivered by Parent, Federal, Acquisition Sub or any of their respective Affiliates pursuant hereto or in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of Premier and shall terminate on the later of the date when all amounts that may become payable pursuant to Section 2.4.4 are either paid in full or cease to have the potential to become payable (except that Premier claims pending on such date shall continue until resolved) or on the date which is 18 months after the Closing Date (except that Indemnified Party claims pending on such date continue until resolved). The covenants made by Parent, Federal or Acquisition Sub in this Agreement or any certificate or other writing delivered by Premier or any of its Affiliates pursuant hereto or in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of Premier.

Parent’s Representations. Parent hereby represents, warrants and acknowledges and agrees with the following: (a) Parent has received all information it considers necessary or advisable to make a decision concerning the exchange of the Solutions Equity and has had an opportunity to review all documents relating to the JEWL Shares that Parent deems necessary in the decision to exchange its Solutions Equity for the JEWL Shares. (b) Parent or Parent’s representative, as the case may be, has such knowledge and experience in financial, tax and business matters so as to enable Parent to utilize the information made available to Parent to evaluate the merits and risks of an investment in JEWL Shares and to make an informed decision with respect thereto. (c) Parent recognizes that investment in the JEWL Shares involves substantial risks, including loss of the entire amount of such investment, has taken full cognizance of and understands all of the risks related to an exchange of the Solutions Equity and further recognizes that no Federal or state agencies have made any finding or determination as to the fairness of this investment or any recommendations or endorsement of the JEWL Shares. (d) Parent acknowledges that the JEWL Shares are restricted and cannot be resold until they are registered with the SEC or qualify for an exemption from registration. (e) Parent is acquiring the JEWL Shares for its own account, for investment purposes, and not with a view to any resale or distribution in whole or in part, in violation of the Securities Act or any applicable securities laws. (f) Parent is an “accredited investor” as defined under Rule 501 of Regulation D promulgated under the Securities Act.

Parent’s Representations. Other Provisions 9.1 Termination Events 9.2 Notices 9.3 Entire Agreement 9.4 Assignability 9.5 Validity 9.6 Specific Performance 9.7 Governing Law 9.8 Counterparts AGREEMENT AND PLAN OF MERGER ---------------------------- Agreement and Plan of Merger, dated as of July 30, 1998 (the "Agreement"), by and among CACI International Inc, a Delaware corporation ("Parent"), CACI Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent, ("Merger Sub") and QuesTech, Inc., a Virginia corporation (the "Company"). Merger Sub and the Company together are sometimes referred to herein as the "Constituent Corporations."

Parent’s Representations. The representations and warranties of Parent and Merger Sub set forth in this Agreement, or in any certificate or other instrument required to be delivered by Parent or Merger Sub pursuant to this Agreement, will survive the Closing and the Effective Time and remain in full force and effect until the Survival Date; provided, however, that if a written claim asserting a breach of a representation or warranty is delivered before the date on which such representation or warranty ceases to survive pursuant to the terms of this Agreement, then the claims specifically set forth in such claim will survive for the benefit of all Company Securityholders beyond the expiration of the applicable survival period for such representation or warranty until such claims are resolved.

Parent’s Representations. All representations and warranties made by Parent and Federal in this Agreement or any certificate or other writing delivered by Parent, Federal or any of their respective Affiliates pursuant hereto or in connection herewith shall terminate at the Closing. The covenants made by Parent or Federal in this Agreement or any certificate or other writing delivered by Parent or Federal or any of their respective Affiliates pursuant hereto or in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of ATS or the Stockholders.