REPRESENTATIONS AND WARRANTIES OF BREITBURN Sample Clauses

REPRESENTATIONS AND WARRANTIES OF BREITBURN. BreitBurn represents and warrants to the Purchasers, on and as of the date of this Agreement and on and as of the Closing Date, as follows:
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REPRESENTATIONS AND WARRANTIES OF BREITBURN. Section 3.1 Existence 8 Section 3.2 Capitalization and Valid Issuance of Purchased Units 8 Section 3.3 BreitBurn SEC Documents 10 Section 3.4 No Material Adverse Change 10 Section 3.5 Litigation 10 Section 3.6 No Breach 11 Section 3.7 Authority 11 Section 3.8 Compliance with Laws 11 Section 3.9 Approvals 12 Section 3.10 MLP Status 12 Section 3.11 Investment Company Status 12 Section 3.12 Offering 12 Section 3.13 Certain Fees 12 Section 3.14 No Side Agreements 12 Section 3.15 Internal Accounting Controls 13 Section 3.16 Material Agreements 13 Section 3.17 Preemptive Rights or Registration Rights 13 Section 3.18 Insurance 13 Section 3.19 Acknowledgment Regarding Purchase of Purchased Common Units 13 Section 3.20 Xxx-Xxxxxxxxxx 00
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REPRESENTATIONS AND WARRANTIES OF BREITBURN. Section 6.1 Corporate Authority 11 Section 6.2 Valid Agreement 11 Section 6.3 Governmental Approvals 11 Section 6.4 Brokers 12 Section 6.5 Parent SEC Reports; Financial Statements 12 Section 6.6 Capitalization of Parent and Valid Issuance of Common Units 12 Section 6.7 Tax 13 Section 6.8 Investment Company Status 13 Section 6.9 Offering 13 ARTICLE 7 COVENANTS Section 7.1 Prior to Closing 13 Section 7.2 Tax Matters 14 Section 7.3 Further Assurances 15 Section 7.4 Conduct of the Business 15 Section 7.5 Confirmation of Information 15 Section 7.6 Preparation and Audit of Financial Statements 15 Section 7.7 Nasdaq Listing 16 Section 7.8 Filing of Parent SEC Documents 17 Section 7.9 Information 17
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REPRESENTATIONS AND WARRANTIES OF BREITBURN. Parent and BreitBurn each represents and warrants to AEO at the Closing, as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF BREITBURN

  • 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 COMPANY The Company hereby represents and warrants to each Purchaser as follows:

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

  • Representations and Warranties of Vendor Vendor hereby represents and warrants to Purchaser that:

  • Representations and Warranties of Parties Each of the parties to this Agreement hereby represents and warrants to each of the other parties of this Agreement, each of which is deemed to be a separate representation and warranty, as follows:

  • 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 OF XXXXX Xxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

  • Representations and Warranties of Client Client represents and warrants 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").

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