REPRESENTATIONS AND WARRANTIES OF MIOA Sample Clauses

REPRESENTATIONS AND WARRANTIES OF MIOA. All representations and warranties made by MIOA in this Agreement and the Schedules hereto shall be true and correct in all material respects on the date hereof, and shall be true and correct in all material respects at the time of the Closing as though such representations were again made, without exception or deviation, at the time of the Closing.
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REPRESENTATIONS AND WARRANTIES OF MIOA. In order to induce PHC to enter into this Agreement and consummate the Transactions, MIOA hereby represents and warrants the following to PHC as of the Schedule Delivery Date (and not the date hereof), each of which representations and warranties shall be material to and relied upon by PHC and shall be deemed remade on and as of the date of the Closing:
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REPRESENTATIONS AND WARRANTIES OF MIOA. MIOA hereby represents and warrants to PHC as follows:
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REPRESENTATIONS AND WARRANTIES OF MIOA. MIOA hereby makes the following representations and warranties to the Shareholder, each of which MIOA represents to be true and correct on the date hereof, shall remain true and correct to and including the Effective Date, shall be unaffected by any investigation heretofore or hereafter made by the Shareholder, or any knowledge of the Shareholder other than as specifically disclosed in the disclosure schedules delivered to the Shareholder, and shall survive the Closing of the transactions provided for herein until the end of Formula Period 4. Notwithstanding anything herein to the contrary, if the Shareholder, by written notice prior to the expiration of Formula Period 4, advises MIOA of his question, dispute, debate, variance or contention relative to any specific representation or warranty of MIOA such survival period shall be extended until such time as the matter in question is resolved.
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REPRESENTATIONS AND WARRANTIES OF MIOA. MIOA hereby makes the following representations and warranties to the Shareholders, each of which MIOA represents to be true and correct on the date hereof, shall remain true and correct in all material respects to and including the Closing Date, shall be unaffected by any investigation heretofore or hereafter made by the Shareholders, or any knowledge of the Shareholders other than as specifically disclosed in the disclosure schedules delivered to the Shareholders, and shall survive the Closing of the transactions provided for herein for the period ending on the second anniversary date of the Effective Date. Notwithstanding anything herein to the contrary, if the Shareholders, by written notice prior to the expiration of said survival period, advises MIOA of his/her question, dispute, debate, variance or contention relative to any specific representation or warranty of MIOA such survival period shall be extended until such time as the matter in question is resolved. For purposes of this section the term "
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REPRESENTATIONS AND WARRANTIES OF MIOA. In order to induce CCI to enter into this Agreement and consummate the Transactions, MIOA hereby represents and warrants the following to CCI as of the Schedule Delivery Date (and not the date hereof), each of which representations and warranties shall be material to and relied upon by CCI and shall be deemed remade on and as of the date of the Closing:
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REPRESENTATIONS AND WARRANTIES OF MIOA. MIOA hereby makes the following representations and warranties to the Shareholders, each of which MIOA represents to be true and correct on the date hereof, shall remain true and correct to and including the Effective Date, shall be unaffected by any investigation heretofore or hereafter made by the Shareholders, or any knowledge of the Shareholders other than as specifically disclosed in the disclosure schedules attached hereto to the Shareholders or otherwise in a writing in the possession of a Shareholder, and shall survive the Closing of the transactions provided for herein for a period of 120 days following the end of Formula Period 3. Notwithstanding anything herein to the contrary, if a Shareholder, by written notice prior to the expiration of Formula Period 3, advises MIOA of his question, dispute, debate, variance or contention relative to any specific representation or warranty of MIOA such survival period shall be extended until such time as the matter in question is resolved.
Sample 1
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Related to REPRESENTATIONS AND WARRANTIES OF MIOA

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

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  • Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx 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 COMPANY The Company hereby represents and warrants to each Purchaser 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 SPAC SPAC hereby represents and warrants to the Company and each Shareholder as follows:

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