Representations and Warranties of DBI Sample Clauses

Representations and Warranties of DBI. DBI represents and warrants to ------------------------------------- Buyer as follows:
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Representations and Warranties of DBI. Section 3.01 Organization and Standing 13 Section 3.02 Capital Stock 13 Section 3.03 Subsidiaries 15 Section 3.04 Corporate Power; Minute Books 15 Section 3.05 Corporate Authority 16 Section 3.06 Regulatory Approvals; No Defaults 16 Section 3.07 Financial Statements; Internal Controls 17 Section 3.08 Regulatory Reports 18 Section 3.09 Absence of Certain Changes or Events 18 Section 3.10 Legal Proceedings 19 Section 3.11 Compliance with Laws 19 Section 3.12 DBI Material Contracts; Defaults 20
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Representations and Warranties of DBI. Except as set forth in the disclosure schedule delivered by DBI to BFC prior to or concurrently with the execution of this Agreement with respect to each such Section below (the “DBI Disclosure Schedule”); provided, that (a) the mere inclusion of an item in the DBI Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by DBI that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on DBI and (b) any disclosures made with respect to a section of Article III shall be deemed to qualify (1) any other section of Article III specifically referenced or cross-referenced and (2) other sections of Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections, DBI hereby represents and warrants to BFC as follows:
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Representations and Warranties of DBI. DBI hereby represents and warrants to the Client that the individuals performing services hereunder possess the prerequisite skills and training as would reasonably be expected for such individuals and that the individual executing this Agreement is a duly authorized representative of DBI. However, DBI makes no representations or warranties, either express or implied, with respect to particular functionality of the resultant work product. Except as specifically set forth herein, neither DBI nor any of its suppliers and licensors makes any representations or warranties of any kind, express or implied, with respect to any Developed Software, Third Party Software Applications, the Site, or the services provided, or the functionality, performance or results of use thereof. Neither DBI nor any of its suppliers and licensors warrants that any custom developed software, Third Party Software Applications, the Site, or the Services provided or the operation thereof are or will be 100% accurate, error-free, or uninterrupted. Representations and Warranties of Client: Client hereby represents and warrants to DBI that it has reviewed DBI's Deliverables in detail and that it agrees that such deliverables fully and accurately reflects the services to be performed by DBI. Client further represents and warrants that the individual executing this Agreement is a duly authorized representative of Client. Client further represents that neither the content nor other materials appearing on the Site, nor Client's exploitation thereof by means of the Site, will violate or infringe upon the copyright, patent, literary, privacy, publicity, trademark, service xxxx, trade secret or any other personal, moral, or property right of any person, or constitute a libel or defamation of any person whatsoever; that Client is and will continue to be the sole owner of all right, title and interest, including without limitation all rights under copyright in and to the content and each element thereof, except for elements of content that are in the public domain or validly licensed to Client for use as contemplated herein; that Client will comply in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules, and regulations within the United States and any foreign country having jurisdiction; and that the content for the site will be factually accurate and neither the content nor the products or services offered through the Site will cause any loss, injur...
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Related to Representations and Warranties of DBI

  • 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 MSS MSS represents and warrants to the Trust that:

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

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to the Company 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 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 Vendor Vendor hereby represents and warrants to Purchaser that:

  • 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:

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

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

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