REPRESENTATIONS AND WARRANTIES OF EVERGREEN Sample Clauses

REPRESENTATIONS AND WARRANTIES OF EVERGREEN. Evergreen hereby represents and warrants to the Company and Radio Broadcasting as follows:
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES OF EVERGREEN. 11 2.1 ORGANIZATION, STANDING AND CORPORATE POWER............................11 ------------------------------------------
Sample 1Sample 2Sample 3
REPRESENTATIONS AND WARRANTIES OF EVERGREEN. Evergreen hereby ------------------------------------------- represents and warrants to each Principal Company Stockholder that Evergreen has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Evergreen, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Evergreen. This Agreement has been duly executed and delivered by Evergreen and constitutes a valid and binding obligation of Evergreen enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation or bylaws of Evergreen, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other material agreement, instrument, permit, concessions, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Evergreen or to Evergreen's property or assets that could reasonably be expected to have an Evergreen Material Adverse Effect (as defined in the Merger Agreement). The Board of Directors of Evergreen has approved the terms of the Merger Agreement and this Agreement and the consummation of the transactions contemplated thereby and hereby, and such approval is sufficient to render inapplicable the provisions of Section 203 of the DGCL. ARTICLE V.
Sample 1Sample 2Sample 3
REPRESENTATIONS AND WARRANTIES OF EVERGREEN. Evergreen represents and warrants to Pacific and Southern as follows:
Sample 1Sample 2Sample 3
REPRESENTATIONS AND WARRANTIES OF EVERGREEN. Evergreen does hereby represent and warrant to Exousia Merger Subsidiary as follows:
Sample 1
REPRESENTATIONS AND WARRANTIES OF EVERGREEN. Evergreen represents and warrants to the Company and Radio Broadcasting, as of February 19, 1997 (except to the extent specifically made as of an earlier date or the date hereof), as follows: 2.1
Sample 1
REPRESENTATIONS AND WARRANTIES OF EVERGREEN. Evergreen represents and warrants to Carbon as follows, it being understood that the representations and warranties of Evergreen are made subject to the applicable standard set forth in Section 6.2(a):
Sample 1
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES OF EVERGREEN. Evergreen hereby represents and warrants to each Principal Company Stockholder that Evergreen has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Evergreen, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF EVERGREEN

  • 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 MSS MSS represents and warrants to the Trust 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:

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

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

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

Time is Money Join Law Insider Premium to draft better contracts faster.