REPRESENTATIONS AND WARRANTIES OF EVI Sample Clauses

REPRESENTATIONS AND WARRANTIES OF EVI. EVI represents and warrants to, and agrees with, the Company as follows, subject to any exceptions specified in the Disclosure Letter of EVI previously provided to the Company on the date hereof (the "EVI Disclosure Letter") and except as expressly contemplated by this Agreement:
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REPRESENTATIONS AND WARRANTIES OF EVI. Except as (i) and to the extent disclosed in any EVI SEC Report publicly available at least two (2) Business Days prior to the date of this Agreement (but excluding any forward-looking disclosures set forth in any risk factor section, any disclosure in any section relating to forward-looking statements, any other disclosures included in any such form, report, schedule, statement or other document to the extent they are predictive or forward-looking in nature); provided that in no event shall any disclosure in any such SEC Report qualify or limit the representations and warranties of EVI set forth in Section 4.2 (Capitalization), Section 4.4 (Corporate Authorization), Section 4.21 (Brokers; Certain Expenses), Section 4.22 (Stockholder Approval Requirement), or Section 4.23 (State Takeover Statutes), or (ii) disclosed in the corresponding section of the EVI Disclosure Schedule provided in connection herewith (the “EVI Disclosure Schedule”), EVI represents and warrants to MTI as follows:
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REPRESENTATIONS AND WARRANTIES OF EVI. EVI represents and warrants to Parkxx xxxt the statements contained in this Section 2 are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 2, except for representations that are made effective as of a specific date, which shall be true, correct and complete as of such date), except as set forth in the Schedule applicable to such representation and warranty contained in the disclosure schedule delivered by EVI to Parkxx xx
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REPRESENTATIONS AND WARRANTIES OF EVI. 24 Section 4.1. Organization; Corporate Power; Corporate Records. 24 Section 4.2. Capitalization. 25 Section 4.3. Subsidiaries. 26 Section 4.4. Corporate Authorization. 26 Section 4.5. Non-Contravention; Filings and Consents. 27 Section 4.6. SEC Filings; Xxxxxxxx-Xxxxx Act; Listing Requirements. 28 Section 4.7. Financial Statements; Internal Controls. 28 Section 4.8. Absence of Certain Changes. 30 Section 4.9. Employee Benefit Plans. 30 Section 4.10. Labor and Employment Matters. 33 Section 4.11. Litigation. 35 Section 4.12. Tax Matters. 35 Section 4.13. Compliance with Laws; Permits. 37 Section 4.14. Environmental Matters. 38 Section 4.15. Intellectual Property. 39 Section 4.16. Real Property. 41 Section 4.17. Material Contracts. 41 Section 4.18. Anticorruption. 43 Section 4.19. Insurance. 43 Section 4.20. Intentionally omitted 44 Section 4.21. Brokers; Certain Expenses. 44 Section 4.22. Stockholder Approval Requirement. 44 Section 4.23. State Takeover Statutes. 44 Section 4.24. Customers and Suppliers. 44 Section 4.25. Transactions with Affiliates. 44 Section 4.26. Privacy and Data Security. 44 Section 4.27. Sufficiency of Assets. 48 Section 4.28. CARES Act. 48 Section 4.29. Full Disclosure. 48 Article V. Representations and Warranties of MTI 48 Section 5.1. Organization; Corporate Power; Corporate Records. 48 Section 5.2. Capitalization. 49 Section 5.3. Subsidiaries. 50 Section 5.4. Corporate Authorization. 51 Section 5.5. Non-Contravention; Filings and Consents. 51 Section 5.6. SEC Filings; Xxxxxxxx-Xxxxx Act; Listing Requirements. 52 Section 5.7. Financial Statements; Internal Controls. 52 Section 5.8. Absence of Certain Changes. 54 Section 5.9. Employee Benefit Plans. 54 Section 5.10. Labor and Employment Matters. 54 Section 5.11. Litigation. 56 Section 5.12. Tax Matters. 56 Section 5.13. Compliance with Laws; Permits. 58 Section 5.14. Environmental Matters. 59 Section 5.15. Intellectual Property. 60 Section 5.16. Real Property. 61 Section 5.17. Material Contracts. 62 Section 5.18. Anticorruption. 64 Section 5.19. Insurance. 64 Section 5.20. Brokers; Certain Expenses. 64 Section 5.21. Stockholder Approval Requirement. 64 Section 5.22. State Takeover Statutes. 64 Section 5.23. Customers and Suppliers. 65 Section 5.24. Transactions with Affiliates. 65 Section 5.25. Privacy and Data Security. 65 Section 5.26. Sufficiency of Assets. 68 Section 5.27. Full Disclosure. 68
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Related to REPRESENTATIONS AND WARRANTIES OF EVI

  • 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 RPS RPS 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 Vendor Vendor hereby represents and warrants to Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to the Company and each Shareholder as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby 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 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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