Representations and Warranties; Material Adverse Effect Sample Clauses

Representations and Warranties; Material Adverse Effect. (ii) Each of the representations and warranties of Company contained in this Agreement (including as modified by updates to the Company Letter prior to the Closing) shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date); provided that no representation or warranty of Company, except for Section 3.2(a), shall be deemed untrue or incorrect for purposes of this Section 6.3(b)(i) as a consequence of the existence of any fact, event or circumstance inconsistent with such representation or warranty, unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any other representation or warranty of Company, has had or could reasonably be expected to have a Material Adverse Effect on Company or Company Bank.
Sample 1
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Representations and Warranties; Material Adverse Effect. The Merger Agreement contains representations and warranties of the Company and of Parent and Purchaser. Subject to certain exceptions in the Merger Agreement, in the Company Disclosure Letter and as disclosed in the Company’s public filings with the SEC on or after July 1, 2019, the Merger Agreement contains representations and warranties of the Company as to, among other things: • organization, requisite power and authority to carry on its business and good standing and qualification to do business; ​ • foreign qualifications; ​ • corporate authority to enter into the Merger Agreement, and recommendations, consents and approvals relating to the execution, delivery and performance of the Merger Agreement; ​ • enforceability of the Merger Agreement; ​ • subsidiaries; ​ • governmental authorizations; ​ • absence of conflicts and required consents; ​ • authorized share capital of the Company, issued and outstanding equity of the Company and other matters regarding capitalization; ​ • reports, forms, documents and financial statements of the Company required to be filed or furnished with the SEC by the Company since July 1, 2019 and establishment and maintenance of certain disclosure controls and procedures and internal control over financial reporting; ​ • absence of liabilities required to be reflected on the Company’s consolidated balance sheet; ​ • absence of certain events or changes in the business of the Company from January 1, 2022 to April 7, 2022, including an absence of a Company Material Adverse Effect (as defined below); ​ • compliance with applicable laws and permits; ​ • litigation against or involving the Company; ​ • compliance with trade controls and anti-corruption laws; ​ • the Company’s material contracts and enforceability thereof; ​ • the Company’s employee benefit plans, employee relations and related labor matters; ​
Sample 1
Representations and Warranties; Material Adverse Effect 
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Related to Representations and Warranties; Material Adverse Effect

  • Representations and Warranties; No Default On the Amendment Effective Date, after giving effect to the amendment of the Loan and Security Agreement contemplated hereby:

  • 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 PUBCO As of the Closing, Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, as follows:

  • 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").

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