REPRESENTATIONS AND WARRANTIES 22 Sample Clauses

REPRESENTATIONS AND WARRANTIES 22. Section 4.01 Representations and Warranties of the Borrower. 22 Section 4.02 Representations and Warranties of TxDOT. 26
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REPRESENTATIONS AND WARRANTIES 22. Section 10.1.
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REPRESENTATIONS AND WARRANTIES 22. Section 16.1 Contractor 22 Section 16.2 Owner 23 ARTICLE 17 CONFIDENTIALITY 24 Section 17.1 Confidentiality 24
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REPRESENTATIONS AND WARRANTIES 22. Section 4.1. Representations and Warranties of Borrower 22
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REPRESENTATIONS AND WARRANTIES 22. Section 5.1. Corporate Existence 22 Section 5.2. Authorization 22 Section 5.3. Properties; Permitted Liens 22 Section 5.4. Compliance with Laws and Documents 23 Section 5.5. Material Agreements 23 Section 5.6. Indebtedness 23 Section 5.7. Litigation 23 Section 5.8. Compliance by Subsidiaries 23 Section 5.9. Taxes 23 Section 5.10. General 23 Section 5.11. Enforceability of Loan Documents 24 Section 5.12. Securities Laws 24 Section 5.13. Financial Statements 24 Section 5.14. Regulation U 24 Section 5.15. Contractual Obligations 24 Section 5.16. Subsidiaries 24 Section 5.17. Other Obligations 25 Section 5.18. ERISA 25 Section 5.19. Regulatory Acts 25 Section 5.20. Relationship with Lender 25 Section 5.21. Location of Properties and Records 25 Section 5.22. Ineligible Securities. 25 Section 5.23. Year 2000 Compliance. 26
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REPRESENTATIONS AND WARRANTIES 22. Section 4.01 Representations and Warranties of the Issuer 22 Section 4.02 Representations and Warranties of the Grantors 25 ARTICLE V REMEDIES 28 Section 5.01 Remedies 28 Section 5.02 Delivery of Collateral, Power of Sale, etc 30 Section 5.03 Right to Possession, etc 31 Section 5.04 Application of Proceeds 31 Section 5.05 Matters Involving Manner of Sale 32 Section 5.06 Relief Under Cape Town Convention 33 Section 5.07 Issuer as Trustee 34 ARTICLE VI SECURITY INTEREST ABSOLUTE 34 Section 6.01 Security Interest Absolute 34 #4821-3610-4420v6
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REPRESENTATIONS AND WARRANTIES 22. Section 3.1 Representations and Warranties of the Company 22 Section 3.2 Representations and Warranties of the Purchaser 23 ARTICLE 4 COVENANTS 23 Section 4.1 Conduct of Business of the Company 23 Section 4.2 Covenants of the Company Relating to the Arrangement 26 Section 4.3 Covenants of the Purchaser Relating to the Arrangement 28 Section 4.4 Regulatory Approvals 29 Section 4.5 Access to Information; Confidentiality 30 Section 4.6 Privacy Matters 31 Section 4.7 Pre-Acquisition Reorganization 32 Section 4.8 Public Communications 33 Section 4.9 Notice and Cure Provisions 33 Section 4.10 Insurance and Indemnification 34 ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION 34 Section 5.1 Non-Solicitation 34 Section 5.2 Notification of Acquisition Proposals 35 Section 5.3 Responding to an Acquisition Proposal 36 Section 5.4 Right to Match 36 ARTICLE 6 CONDITIONS 38 Section 6.1 Mutual Conditions Precedent 38 Section 6.2 Additional Conditions Precedent to the Obligations of the Purchaser 39 Section 6.3 Additional Conditions Precedent to the Obligations of the Company 40 Section 6.4 Satisfaction of Conditions 41 ARTICLE 7 TERM AND TERMINATION 41 Section 7.1 Term 41 Section 7.2 Termination 41 Section 7.3 Effect of Termination/Survival 43 ARTICLE 8 TERMINATION FEES AND GENERAL PROVISIONS 43 Section 8.1 Amendments 43 Section 8.2 Termination Fees 44 Section 8.3 Expenses 45 Section 8.4 Notices 46 Section 8.5 Time of the Essence 47 Section 8.6 Injunctive Relief 47 Section 8.7 Third Party Beneficiaries 47 Section 8.8 Waiver 47 Section 8.9 Entire Agreement 47 Section 8.10 Successors and Assigns 48 Section 8.11 Severability 48 Section 8.12 Governing Law 48 Section 8.13 Rules of Construction 48 Section 8.14 No Liability 48 Section 8.15 Language 49 Section 8.16 Counterparts 50 Schedule A – PLAN OF ARRANGEMENT A-1 Schedule B – ARRANGEMENT RESOLUTION B-1 Schedule C – REPRESENTATIONS AND WARRANTIES OF THE COMPANY C-1 Schedule D – REPRESENTATIONS AND WARRANTIES OF THE PURCHASER D-1 ARRANGEMENT AGREEMENT THIS AGREEMENT is made as of September 2, 2014, AMONG: TRANSATLANTIC PETROLEUM LTD., a corporation existing under the laws of Bermuda (the “Purchaser”) - and - STREAM OIL & GAS LTD., a corporation existing under the laws of British Columbia (the “Company”).
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REPRESENTATIONS AND WARRANTIES 22 
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Related to REPRESENTATIONS AND WARRANTIES 22

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • 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

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

  • 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 ALPS ALPS represents and warrants to the Fund that:

  • Representations and Warranties by You You represent and warrant that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to Amylin as of the Effective Date 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").

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

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