REPRESENTATIONS AND WARRANTIES OF HARVEST Sample Clauses

REPRESENTATIONS AND WARRANTIES OF HARVEST. 64 5.01 Organization, Qualification and Authorization of Harvest 64 5.02 No Conflicts; Consents 65 5.03 Voting 65 5.04 Governmental Approvals and Consents 65 5.05 Brokers 66 5.06 Legal Proceedings; Governmental Orders 66 5.07 Tax Matters 66 5.08 Public Filings 67 5.09 Capitalization 67 5.10 Harvest Subsidiaries 68 5.11 Financial Statements 69 5.12 Undisclosed Liabilities 69 5.13 Absence of Certain Changes, Events and Conditions 69 5.14 Inventory 71 5.15 Accounts Receivable 71 5.16 Insurance 71 5.17 Compliance With Laws; Permits 72 5.18 Environmental Matters 72 5.19 Title to Assets; Real Property 73 5.20 Intellectual Property 73 5.21 Related Party Transactions 74 5.22 Books and Records 74 5.23 Anti-Money Laundering 74 5.24 Corrupt Practices Legislation 75
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REPRESENTATIONS AND WARRANTIES OF HARVEST. Except as set forth in the correspondingly numbered sections of the Harvest Disclosure Schedules, Harvest represents and warrants to the Company and ParentCo that the statements contained in this Article 5 are true and correct as of the date hereof and will be true and correct as of the Closing Date.
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REPRESENTATIONS AND WARRANTIES OF HARVEST. Harvest and HOC hereby jointly and severally make the representations and warranties set forth in this Section 5.1 to and in favour of Viking and VHI and acknowledge that each of Viking and VHI is relying upon such representations and warranties in connection with the matters contemplated by this Agreement.
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REPRESENTATIONS AND WARRANTIES OF HARVEST. As of the date hereof, Harvest hereby represents and warrants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon these representations and warranties in connection with the entering into of this Agreement.
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REPRESENTATIONS AND WARRANTIES OF HARVEST. Harvest hereby represents and warrants to Azur as follows:
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REPRESENTATIONS AND WARRANTIES OF HARVEST. Harvest hereby represents and warrants to, and in favor of Verano, as of the Acceptance Date and continuing through the Due Diligence Period, and acknowledges that Verano is relying upon such representations and warranties in connection with the matters contemplated by this Agreement, that, except as otherwise disclosed to Verano in writing prior to the expiration of the Due Diligence Period:
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Related to REPRESENTATIONS AND WARRANTIES OF HARVEST

  • 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 Amylin as of the Effective Date that:

  • 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 ALPS ALPS represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

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

  • Representations and Warranties of Party B 5.1 Party B is the legal owner of the Equity Interest.

  • 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

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