Representations and Warranties in Merger Agreement Sample Clauses

Representations and Warranties in Merger Agreement. All representations and warranties of the Borrower set forth in the Merger Agreement were true and correct in all material respects at the time as of which such representations and warranties were made (or deemed made).
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Representations and Warranties in Merger Agreement. On the Initial Borrowing Date, all representations and warranties made by the Target in the Merger Agreement that are material to the interests of the Lenders are true and correct, but only to the extent that Holdings (or Mergersub) has the right (without regard to any notice requirement) to terminate its obligations under the Merger Agreement (or would be permitted to decline to consummate the Merger) as a result of a breach of such representation and warranties in the Merger Agreement.
Representations and Warranties in Merger Agreement. All representations and warranties of the Company set forth in the Merger Agreement are true and correct in all material respects as of the Closing Date as if such representations and warranties were made on and as of such date, unless stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date.
Representations and Warranties in Merger Agreement. The representations and warranties of the Company contained in Article 3 of the Merger Agreement (including the exceptions to such representations and warranties set forth therein) are true and correct and are hereby incorporated herein and made a part hereof.
Representations and Warranties in Merger Agreement. All representations and warranties made by the Company in Article III of the Merger Agreement are incorporated by reference as if made herein, and are true and accurate in all material respects as of the date hereof.
Representations and Warranties in Merger Agreement. The Shareholders, jointly and severally, hereby make each representation and warranty of MGC set forth in Section 3.01 of the Merger Agreement, qualified to the same extent as such representations and warranties, which representations and warranties are incorporated into this Agreement as if set forth in full herein.
Representations and Warranties in Merger Agreement. All representations and warranties set forth in Article V of the Merger Agreement are (and nothing has come to Borrower's attention that would lead it to believe that any of the representations and warranties set forth in Article IV of the Merger Agreement are not) true and correct in all material respects.
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Representations and Warranties in Merger Agreement. Each of the representations and warranties given by Zilog to Merger Sub and TPG and by Merger Sub and TPG to Zilog in the Merger Agreement is true and correct in all material respects as of the date hereof (or as of any earlier date to which such representation and warranty specifically relates) and will be true and correct in all material respects as of the Closing Date, or as of such earlier date (as the case may be), in each case subject to the qualifications set forth in the schedules to the Merger Agreement and as supplemented by the representations and warranties in this Agreement and the information contained in Company's Offering Circular relating to the Senior Secured Notes. Notwithstanding anything in the Merger Agreement to the contrary, the representations and warranties set forth in this subsection shall, solely for purposes of this Agreement, survive the Closing Date for the benefit of Lenders.
Representations and Warranties in Merger Agreement. The representations and warranties of Target and its subsidiaries contained in the Merger Agreement shall be true and correct at and as of the date of the Merger Agreement and the Closing Date as if made at and as of such date.

Related to Representations and Warranties in Merger Agreement

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • Representations and Warranties of Consultant (a) Consultant has the requisite power and authority to enter into and perform his obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (b) The execution, delivery and performance of this Agreement by Consultant does not and shall not constitute Consultant’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Consultant is a party, or by which Company is or may be bound.

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholders as follows:

  • Representations and Warranties of Optionee Optionee hereby represents and warrants that: A. The options granted hereby and the Shares which will be purchased by and delivered to Optionee upon exercise of such options are being acquired by Optionee for his own account and not with a view to resale or other disposition thereof. B. Optionee will not sell, transfer, or make any other disposition of any option or the shares to be purchased and delivered to Optionee hereunder upon the exercise of such option unless and until (a) such option or shares, as applicable, are included in a registration statement or a post-effective amendment under the Securities Act which has been filed by the Optionor and declared effective by the Securities and Exchange Commission (the "SEC"), or (b) in the opinion of counsel for the Optionor, no such registration statement or post-effective amendment is required, or (c) the SEC has first issued a "no action" letter regarding any such proposed disposition of any option or the shares.

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations and Warranties on Closing Date The representations and warranties made in this Article III will be true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date, except that any such representations and warranties which expressly relate only to an earlier date shall be true and correct on the Closing Date as of such earlier date.

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR Acquiror represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

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