REPRESENTATIONS AND WARRANTIES OF HOME Sample Clauses

REPRESENTATIONS AND WARRANTIES OF HOME. Except (a) as disclosed in the disclosure schedule delivered by Home to Cascade concurrently herewith (the “Home Disclosure Schedule”), provided, that (i) no item is required to be set forth in the Home Disclosure Schedule as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Home Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Home that such item represents an exception or fact, event or circumstance that is, or is reasonably likely to result in, a Material Adverse Effect on Home (as defined in Section 3.1(a)), and (iii) any disclosures made in the Home Disclosure Schedule with respect to a Section of Article III shall be deemed to qualify (A) any other Section of Article III specifically referenced or cross-referenced in the Home Disclosure Schedule and (B) other sections of Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) as disclosed in any Home Reports (as defined in Section 3.12) filed with or furnished to the Securities and Exchange Commission (“SEC”) by Home since December 31, 2010, and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly nonspecific or cautionary, predictive or forward-looking in nature), Home hereby represents and warrants to Cascade that the representations and warranties contained in this Article III are true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, in each case in accordance with the Article III Standard or as otherwise provided in this paragraph. No representation or warranty of Home contained in this Article III shall be deemed to be untrue or incorrect, and Home shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events has had or is...
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REPRESENTATIONS AND WARRANTIES OF HOME. 3.1 Corporate Organization 10 3.2 Capitalization 11 3.3 Authority; No Violation 12 3.4 Consents and Approvals 13 3.5 Reports 14 3.6 Financial Statements 14 3.7 Broker’s Fees 15 3.8 Absence of Certain Changes or Events 16 3.9 Legal Proceedings 16 3.10 Taxes and Tax Returns 16 3.11 Employees 18 3.12 SEC Reports 20 3.13 Compliance with Applicable Law 20 3.14 Certain Contracts 21 3.15 Agreements with Regulatory Agencies 22 3.16 Risk Management Instruments 22 3.17 Environmental Matters 23 3.18 Investment Securities and Commodities 23 3.19 Real Property 23 3.20 Intellectual Property 24 3.21 Related Party Transactions 24
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REPRESENTATIONS AND WARRANTIES OF HOME. Home represents and warrants to CU that:
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REPRESENTATIONS AND WARRANTIES OF HOME. 3.1 Corporate Organization 12 3.2 Capitalization 13 3.3 Authority; No Violation 14 3.4 Consents and Approvals 15 3.5 Reports 16 3.6 Financial Statements 16 3.7 Broker’s Fees 18 3.8 Absence of Certain Changes or Events 18 3.9 Legal Proceedings 18 3.10 Taxes and Tax Returns 19 3.11 Employees 20 3.12 SEC Reports 23 3.13 Compliance with Applicable Law 23 3.14 Certain Contracts 24 3.15 Agreements with Regulatory Agencies 25 3.16 Risk Management Instruments 25 3.17 Environmental Matters 26 3.18 Investment Securities and Commodities 26 3.19 Real Property 26
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REPRESENTATIONS AND WARRANTIES OF HOME. Home represents and warrants to --------------------------------------- each of Rogers and Shaw that:
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REPRESENTATIONS AND WARRANTIES OF HOME. WEB. Home.Web represents and warrants to Duro Enzyme as set forth below
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REPRESENTATIONS AND WARRANTIES OF HOME. As an inducement to Ambermax and the Ambermax Stockholders, jointly and severerally to enter into this Agreement and to consummate the transactions contemplated herein, Home represents and warrants, as of the date of this Agreement to Ambermax and the Ambermax Stockholders, as follows:
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REPRESENTATIONS AND WARRANTIES OF HOME. Home represents and warrants to Builders Square that:
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Related to REPRESENTATIONS AND WARRANTIES OF HOME

  • Representations and Warranties of Holdings Holdings hereby represents and warrants as follows:

  • Representations and Warranties of Holdco HoldCo hereby represents and warrants to the Investors that (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on HoldCo’s part and do not contravene any provision of HoldCo’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on HoldCo or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by HoldCo have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; and (d) this letter agreement has been duly and validly executed and delivered by HxxxXx and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than HoldCo) constitutes a legal, valid and binding obligation of HoldCo enforceable against HoldCo in accordance with its terms, subject to the Enforceability Exceptions.

  • Representations and Warranties of Holder Holder represents and warrants to the Company as follows:

  • Representations and Warranties of Holders Each Holder, severally and not jointly, hereby represents and warrants as follows:

  • 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 RPS RPS represents and warrants to the Fund 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 XXXXX Xxxxx hereby represents and warrants to the Company as follows:

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

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