REPRESENTATIONS AND WARRANTIES OF BUG Sample Clauses

REPRESENTATIONS AND WARRANTIES OF BUG. BUG represents and warrants to LILCO as follows:
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REPRESENTATIONS AND WARRANTIES OF BUG. BUG rep- resents and warrants to the Company that (a) BUG is a corpora- tion duly organized, validly existing and in good standing un- der the laws of the State of New York and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by BUG and the consummation by BUG of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of BUG and no other corporate proceedings on the part of BUG are necessary to au- thorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by BUG and constitutes a valid and binding obligation of BUG, and, assuming this Agreement constitutes a valid and binding obligation of the Company, is enforceable against BUG in accordance with its terms, (d) prior to any delivery of BUG Shares in consideration of the purchase of Company Shares pursuant hereto, BUG will have taken all necessary corporate action to authorize for issuance and to permit it to issue such BUG Shares, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and to render inapplicable to the receipt by the Company of the BUG Shares the provisions of the NYBCL referred to in Section 4.15 of the Exchange Agreement, (e) upon any de- livery of such BUG Shares to the Company in consideration of the purchase of Company Shares pursuant hereto, the Company will acquire the BUG Shares free and clear of all claims, liens, charges, encumbrances and security interests of any na- ture whatsoever, (f) except as described in Section 4.4(b) of the Exchange Agreement, the execution and delivery of this Agreement by BUG does not, and the consummation by BUG of the transactions contemplated hereby will not, violate, conflict with, or result in the breach of any provision of, or consti- tute a default (with or without notice or lapse of time, or both) under, or result in any Violation by BUG or any of its subsidiaries, pursuant to (A) any provision of the certificate of incorporation or by-laws of BUG, (B) any provisions of any loan or credit agreement, note, mortgage, indenture, lease, BUG benefit plan or other agreement, obligation, instrument, permit concession, franchise, license or (C) any judgment, order, xx- xxxx, statute, law, ordinance, rule or regulation applicable t...
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REPRESENTATIONS AND WARRANTIES OF BUG. Section 4.1
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Related to REPRESENTATIONS AND WARRANTIES OF BUG

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

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

  • Representations and Warranties of RPS RPS represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller 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").

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers 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 Vendor Vendor hereby represents and warrants to Purchaser that:

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

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