Representations and Warranties of D&B Sample Clauses

Representations and Warranties of D&B. To induce the VNU Parties to enter into this Agreement, D&B represents and warrants, as of the date first written above, that the following statements are true and correct:
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Representations and Warranties of D&B. The representations and warranties set out in this Article V are given hereunder by DB to the Fund as of the Effective Date:
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Representations and Warranties of D&B. DB for itself severally and not jointly hereby represents and warrants to the other parties, as of the date hereof and as of the Closing, as follows: DB has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by it of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary limited liability company or other organizational action on the part of DB. This Agreement has been duly executed and delivered by DB and constitutes a valid and binding obligation of DB enforceable against DB in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement or creditors' rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Other than the expiration or early termination of the waiting period (or any extension thereof) of the HSR Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by, or with respect to, DB in connection with the execution and delivery of this Agreement by DB or the consummation by DB of the transactions contemplated hereby. The execution and delivery by DB of this Agreement and the consummation by DB of the transactions contemplated hereby does not conflict with, or result in a breach of, any law or regularities of any governmental authority applicable to DB or any material agreement to which DB is a party.
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Representations and Warranties of D&B. 15 Section 3.1. Organization and Qualification 15 Section 3.2. Capitalization of DB 16 Section 3.3. Authority Relative to this Agreement; Recommendation 16 Section 3.4. SEC Reports; Financial Statements 17 Section 3.5. Information Supplied 17 Section 3.6. Consents and Approvals; No Violations 17 Section 3.7. No Default 17 Section 3.8 No Undisclosed Liabilities; Absence of Changes 18 Section 3.9. Litigation 18 Section 3.10. Compliance with Applicable Law 18 Section 3.11. Employee Benefit Plans; Labor Matters 19 Section 3.12. Environmental Laws and Regulations 20 Section 3.13. Tax Matters 20 Section 3.14. Title to Property 20 Section 3.15. Intellectual Property 21 Section 3.16. Insurance 21 Section 3.17. Vote Required 21 Section 3.18. Tax Treatment 21 Section 3.19. Affiliates 22 Section 3.20. Certain Business Practices 22 Section 3.21. Insider Interests 22 Section 3.22. Opinion of Financial Adviser 22 Section 3.23. Brokers 22 Section 3.24. Disclosure 22 Section 3.25. No Existing Discussions 22 Section 3.26. Material Contracts 14
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Representations and Warranties of D&B. Except as set forth on the Disclosure Schedule delivered by DB to NOHO (the “DB Disclosure Schedule”), DB hereby represents and warrants to NOHO as follows:
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Related to Representations and Warranties of D&B

  • 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 Amylin as of the Effective Date that:

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

  • 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 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:

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • REPRESENTATIONS AND WARRANTIES OF DEBTOR Debtor represents and warrants and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that:

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