REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Millennium hereby represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Except as set forth on Schedule 2.4, Millennium represents and warrants to each other Party as follows:
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Millennium hereby makes the following representations and warranties:
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. 10.1 Millennium is duly organized and validly existing under the laws of the State of New York and it has all necessary corporate authority to execute this Agreement and perform the Services hereunder.
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. 11 Section 5.1 Existence; Good Standing; Corporate Authority 11 Section 5.2 Authorization, Validity and Effect of Agreements; Recommendation 11 Section 5.3 Exemption from Section 203; Charter and Bylaws 11 Section 5.4 Capitalization 12 Section 5.5 Subsidiaries 12 Section 5.6 Compliance with Laws; Permits 13 Section 5.7 No Conflict 13 Section 5.8 SEC Documents 14 Section 5.9 Litigation 16 Section 5.10 Absence of Certain Changes 16 Section 5.11 Taxes 17 Section 5.12 Employee Benefit Plans 20 Section 5.13 Labor Matters 22 Section 5.14 Environmental Matters 23 Section 5.15 Intellectual Property 24 Section 5.16 Decrees, Etc. 24 Section 5.17 Insurance 24 Section 5.18 No Brokers 25 Section 5.19 Opinions of Financial Advisors 25 Section 5.20 Vote Required 25 Section 5.21 Title to Properties; Liens and Encumbrances 25 Section 5.22 Undisclosed Liabilities 26 Section 5.23 Certain Contracts 26 Section 5.24 Capital Expenditure Program 27 Section 5.25 Improper Payments 27 Section 5.26 Stock Ownership of Lyondell 27 Section 5.27 No Rights Plan 27 Section 5.28 No Other Representations or Warranties 27 Section 5.29 Representations and Warranties Relating to Millennium Merger Sub. 27
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Except as set forth in (i) the Millennium Annual Report on Form 10-K for the year ended December 31, 2003 (excluding the documents filed as exhibits thereto to the extent that the information is only set forth in such exhibit) (the “Millennium 2003 10-K”) or (ii) the disclosure letter delivered to Lyondell by Millennium at or prior to the execution hereof (the “Millennium Disclosure Letter”) and which either makes reference to the particular subsection of this Agreement to which exception is being taken or for which the disclosure in the Millennium Disclosure Letter is sufficiently obvious on its face to give Lyondell reasonable notice that it applies as an exception to another representation and warranty in this Article 5, Millennium represents and warrants to Lyondell the following:
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Millennium represents, warrants and covenants to Licensee as follows:
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Millennium warrants to BCA and the BCA Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. In connection with its sale of DDGS to ADM under this Agreement, Millennium makes the following representations and warranties, for the benefit of ADM:
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Millennium hereby represents and warrants to GSK that, as of the Effective Date:
