REPRESENTATIONS AND WARRANTIES OF DISH Sample Clauses

REPRESENTATIONS AND WARRANTIES OF DISH. DISH represents and warrants to the Seller as follows:
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REPRESENTATIONS AND WARRANTIES OF DISH. Except (a) as set forth in the corresponding section of the Dish Disclosure Letter (each section of which, to the extent specified therein, qualifies the correspondingly numbered representation and warranty of Dish herein and any other representation and warranty of Dish contained herein to which its application or relevance is reasonably apparent on its face to a reader of such disclosure) or (b) as disclosed in the Dish SEC Documents and only to the extent reasonably apparent on its face from the disclosure therein (excluding any disclosures set forth in any risk factor section or forward looking statements thereof), provided, that the representations and warranties set forth in Section 3.1, Section 3.2, Section 3.3 and Section 3.4(a) shall not be qualified by any information disclosed in any such Dish SEC Documents, Dish hereby represents and warrants to Soap as follows:
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REPRESENTATIONS AND WARRANTIES OF DISH. DISH hereby represents and warrants to EchoStar and Merger Sub as of the date of this Agreement that, except as set forth (a) in publicly available reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) filed or furnished by DISH with the SEC since January 1, 2020 (excluding any disclosures contained in such documents under the heading “Risk Factors” or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) or (b) subject to Section 7.14(b), in the disclosure letter delivered to EchoStar prior to the execution of this Agreement (the “DISH Disclosure Letter”):
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REPRESENTATIONS AND WARRANTIES OF DISH. 4.1 Organization; Qualification 12
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REPRESENTATIONS AND WARRANTIES OF DISH. Section 3.1 Organization and Good Standing 8 Section 3.2 Dish Subsidiaries 8 Section 3.3 Capitalization 9 Section 3.4 Corporate and Governmental Authorization 10 Section 3.5 Non-Contravention 11 Section 3.6 Dish SEC Documents; Financial Statements 11 Section 3.7 Absence of Certain Changes 12 Section 3.8 No Undisclosed Material Liabilities 12 Section 3.9 Compliance with Applicable Laws; Licenses and Permits 13 Section 3.10 Litigation 13 Section 3.11 Taxes 13 Section 3.12 Pension and Benefit Plans; ERISA 15 Section 3.13 Employees; Labor Matters 17 Section 3.14 Intellectual Property 17 Section 3.15 Insurance 18 Page Section 3.16 Environmental Matters 18 Section 3.17 Material Contracts 19 Section 3.18 Properties 21 Section 3.19 Customers and Suppliers 21 Section 3.20 Related Party Transactions 22 Section 3.21 Opinion of Financial Advisor 22 Section 3.22 Brokers 22 Section 3.23 Takeover Statutes 22 Section 3.24 Information Supplied 22 Section 3.25 No Other Representations 23 Article IV REPRESENTATIONS AND WARRANTIES OF SOAP AND THE MERGER SUB Section 4.1 Organization and Good Standing 23 Section 4.2 Soap Subsidiaries 23 Section 4.3 Capitalization 24 Section 4.4 Corporate and Governmental Authorization 25 Section 4.5 Non-Contravention 26 Section 4.6 Soap SEC Documents; Financial Statements 26 Section 4.7 Absence of Certain Changes 27 Section 4.8 No Undisclosed Material Liabilities 27 Section 4.9 Compliance with Laws 28 Section 4.10 Litigation 28 Section 4.11 Taxes 28 Section 4.12 Pension and Benefit Plans; ERISA 29 Section 4.13 Employees; Labor Matters 30 Section 4.14 Merger Sub 30 Section 4.15 Brokers. 30 Section 4.16 Financing: Solvency 30 Section 4.17 Information Supplied 32 Section 4.18 No Other Representations 32 Article V COVENANTS
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Related to REPRESENTATIONS AND WARRANTIES OF DISH

  • 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 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 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 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:

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