Representations and Warranties of MPC Sample Clauses

Representations and Warranties of MPC. MPC represents and warrants that:
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Representations and Warranties of MPC. MPC additionally represents and warrants to LICENSEE as of the Effective Date that:
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Representations and Warranties of MPC. Section 2.1.Organization and Qualification Section 2.2.Capitalization of MPC Section 2.3.Authority Relative to this Agreement; Recommendation. Section 2.4.
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Representations and Warranties of MPC. Except as set forth on the Disclosure Schedule delivered by MPC to SCAC (the "MPC Disclosure Schedule"), MPC hereby represents and warrants to SCAC as follows:
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Representations and Warranties of MPC. MPC hereby represents and warrants to DUVAZ, in respect to itself, that the representations and warrants contained in this Article are true, correct and fully accurate.
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Representations and Warranties of MPC. Section 4.1 Absence of Undisclosed Liabilities 11 Section 4.2 Refinery Assets 11 Section 4.3 Title to Assets 13 Section 4.4 [Intentionally Omitted] 13 Section 4.5 Pipelines 13 Section 4.6 [Intentionally Omitted] 13 Section 4.7 Minnesota Pipe Line Company 13 Section 4.8 Minnesota Pipe Line Financial Statements 15 Section 4.9 Material Contracts 16 Section 4.10 Authorizations 17 Section 4.11 Compliance with Law 17 Section 4.12 Environmental 18 Section 4.13 Proceedings 19 Section 4.14 Intellectual Property 19 Section 4.15 Affiliate Transactions 21 Section 4.16 Taxes 21 Section 4.17 Pipeline Assets 21 Section 4.18 Financial Statements 22 Section 4.19 Suppliers 23 Section 4.20 Customers 23 Section 4.21 Benefit Plan Matters 23 Section 4.22 Labor Matters 24 Execution Copy
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Representations and Warranties of MPC. MPC hereby represents and warrants to SPP Refining that the statements contained in this Article 4 are true and correct as of the date of this Refining Contribution Agreement, and will be true and correct as of the Closing Date (unless any such representation or warranty speaks to an earlier date).
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Related to Representations and Warranties of MPC

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

  • 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 ALPS ALPS represents and warrants to the Fund 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 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 Members By execution and delivery of this Agreement or a Joinder Agreement, as applicable, each of the Members, whether admitted as of the date hereof or pursuant to Section 4.01, represents and warrants to the Company and acknowledges 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

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