Representations and Warranties of GECC Sample Clauses

Representations and Warranties of GECC. GECC hereby represents and warrants that it is legally authorized to enter into this Amendment.
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Representations and Warranties of GECC. GECC hereby makes the following representations and warranties to Purchaser as of the Effective Date, which representations and warranties shall be deemed to have been made again as of the Closing:
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Representations and Warranties of GECC. GECC represents and -------------------------------------- warrants to the Company that:
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Representations and Warranties of GECC. AND GEAI REGARDING THE BUSINESS, THE COMPANY AND GEAI 16 Section 4.1. Corporate Organization and Authority 16 Section 4.2. Capitalization; Subsidiaries 16 Section 4.3. Financial Statements 17 Section 4.4. Absence of a Material Adverse Effect 17 Section 4.5. Permits 17 Section 4.6. Litigation 17 Section 4.7. Taxes 18 Section 4.8. Employee Matters 18 Section 4.9. Employee Benefit Plans 19 Section 4.10. Intellectual Property 20 Section 4.11. Contracts 23 Section 4.12. Accounts Receivable 25 Section 4.13. Brokers’ and Finders’ Fees 25 Section 4.14. Environmental Matters 25 Section 4.15. Compliance with Laws 26 Section 4.16. Insurance 26 Section 4.17. Real Property 26 Section 4.18. Related Party Contracts 27 Section 4.19. Customers and Suppliers 00 Xxxxxxx 4.20. Undisclosed Liabilities 27 Section 4.21. No Consents 27 Section 4.22. Inventory 27 Section 4.23. Restrictive Agreements 28 Section 4.24. Bank Accounts 28 Section 4.25. Rights and Assets Sufficient 28 Section 4.26. Privacy 28 Section 4.27. Foreign Corrupt Practices Act 29 Section 4.28. NO OTHER REPRESENTATIONS OR WARRANTIES 29 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 29 Section 5.1. Organization 29 Section 5.2. Authorization 29 Section 5.3. Non-Contravention 29 Section 5.4. No Consents 30 Section 5.5. Litigation 30 Section 5.6. Brokers’ and Finders’ Fees 30 Section 5.7. Investment Intention 30 ARTICLE VI. COVENANTS AND AGREEMENTS 30 Section 6.1. Transfer Taxes 30 Section 6.2. Tax Matters 31 Section 6.3. Non-Competition 32 Section 6.4. Confidentiality 32 Section 6.5. Further Assurances 33 Section 6.6. Public Announcements 34 Section 6.7. Employee Matters 34 Section 6.8. Rights to GECC Name and GECC Marks 34 Section 6.9. Intellectual Property Maintenance 35 Section 6.10. Transfer of Company Intellectual Property 35 Section 6.11. Voluntary Surrender of Trademark Registrations 36 Section 6.12. Post-Closing Cooperation 36 Section 6.13. Excluded Contracts 36 ARTICLE VII. THE CLOSING 37 Section 7.1. Deliveries by GECC and GEAI 37 Section 7.2. Deliveries by the Purchaser 37 ARTICLE VIII. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION 38 Section 8.1. Survival of Representations and Warranties 38 Section 8.2. Indemnification 39 Section 8.3. Procedures for Third Party Claims 42 Section 8.4. Procedures for Inter-Party Claims 42 ARTICLE IX. MISCELLANEOUS PROVISIONS 43 Section 9.1. Notices 43 Section 9.2. Expenses 44 Section 9.3. Headings and Titles 44 Section 9.4. Governing Law; Consent...
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Representations and Warranties of GECC. GECC represents and warrants to the Purchaser, except as set forth on the Schedules hereto (subject to Section 9.11), as follows:
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Representations and Warranties of GECC. GECC represents and warrants to the Trustee that (i) it is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and (ii) the execution delivery and performance by it of this Second Supplemental Indenture have been authorized and approved by all corporate action on its part.
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Representations and Warranties of GECC. GECC hereby represents, warrants and covenants to Mobius, its successors and assigns, as of the date hereof, of the related Application and throughout the term of any
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Representations and Warranties of GECC. As of the date hereof and as of the Date of Borrowing of each Loan made hereunder, GECC hereby represents and warrants to the Company:
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Related to Representations and Warranties of GECC

  • 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 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 MSS MSS represents and warrants to the Trust 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 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 Vendor Vendor hereby represents and warrants to Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

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