REPRESENTATIONS AND WARRANTIES OF MRG Sample Clauses

REPRESENTATIONS AND WARRANTIES OF MRG. MRG hereby represents and warrants to MiniMed that the statements set forth in Sections 16.1 through 16.1.4 hereof are true and correct.
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REPRESENTATIONS AND WARRANTIES OF MRG. To induce Purchaser to acquire the MRG Stock and to tender the Purchase Price and other consideration to the Sellers pursuant to this Agreement, MRG hereby represents and warrants to Purchaser, as of the date hereof and as of the Closing Date, as follows:
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REPRESENTATIONS AND WARRANTIES OF MRG. As an inducement to and to obtain the reliance of Seller, MRG represents and warrants as follows:
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REPRESENTATIONS AND WARRANTIES OF MRG. In order to induce BTI to enter into this Agreement and to consummate the transactions contemplated hereby, MRG makes the following representations and warranties to BTI:
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REPRESENTATIONS AND WARRANTIES OF MRG. MRG hereby represents and warrants to MiniMed that MRG is a limited liability company duly formed, existing and in good standing under the laws of the State of California. MRG has the requisite power and authority to enter into and carry out the terms of this Agreement and every other agreement and document specifically referred to herein to be entered into by MRG. The execution, performance and delivery of this Agreement and of such other agreements and documents will not violate or constitute an event of default (with or without the giving of notice and/or passage of time) under the terms and provisions of any agreement, document or instrument to which MRG is a party or by which MRG is bound or a violation of any provision of law or any order, judgment or decree to which MRG is subject or by which it is bound. All proceedings required to be taken by or on behalf of MRG to authorize it to enter into this Agreement and the other agreements and documents specifically referred to herein have been duly and properly taken. No further consent of any person or entity is required in connection with the execution and delivery of, and the performance by MRG of its obligations under, this Agreement or any other agreement or documents specifically referred to herein to be entered into by MRG.
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Related to REPRESENTATIONS AND WARRANTIES OF MRG

  • 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 MSDW TRUST MSDW TRUST 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 XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • 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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