REPRESENTATIONS AND WARRANTIES OF NAYARIT Sample Clauses

REPRESENTATIONS AND WARRANTIES OF NAYARIT. 6 2.1 Due Organization and Good Standing 6 2.2 Capitalization 7 2.3 Subsidiaries 8 2.4 Authorization; Binding Agreement 9 2.5 Governmental Approvals 9 2.6 No Violations or Conflicts 9 2.7 Nayarit Financial Statements 10 2.8 Absence of Certain Changes 11 2.9 Absence of Undisclosed Liabilities 11 2.10 Compliance with Laws 11 2.11 Regulatory Agreements; Permits 12 2.12 Litigation 13 2.13 Restrictions on Business Activities 13 2.14 Material Contracts 13 2.15 Intellectual Property 15 2.16 Employee Benefit Plans 16 2.17 Taxes and Returns 17 2.18 Finders and Investment Bankers 18 2.19 Title to Properties; Assets 19 2.20 Employee Matters 21 2.21 Environmental Matters 23 2.22 Transactions with Affiliates 24 2.23 Insurance 24 2.24 Books and Records 25 2.25 Bankruptcy 25 2.26 Information Supplied 25 2.27 Illegal Payments 25 2.28 Notes and Accounts Receivable 26 2.29 Money Laundering Laws 26 2.30 Antitakeover Statutes 26 2.31 Suppliers 26 2.32 Negotiations 26 2.33 Mineral Rights 26 2.34 Mining Reports 27 2.35 Public Filings 27 2.36 Reporting Status 28 2.37 No Cease Trade 28 ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT 28 3.1 Due Organization and Good Standing 29 3.2 Capitalization of Parent 29 3.3 Subsidiaries 30 3.4 Authorization; Binding Agreement 30 3.5 Governmental Approvals 30 3.6 No Violations or Conflicts 30 3.7 SEC Documents; Internal Controls; SEC Foreign Issuer 31 3.8 Absence of Undisclosed Liabilities 32 3.9 Compliance with Laws 32 3.10 Regulatory Agreements; Permits 32 3.11 Absence of Certain Changes 33 3.12 Taxes and Returns 33 3.13 Restrictions on Business Activities 34 3.14 Employee Benefit Plans 34 3.15 Employee Matters 34 3.16 Material Contracts 35 3.17 Litigation 36 3.18 Transactions with Affiliates 36 3.19 Books and Records 36 3.20 Information Supplied 36 3.21 Intellectual Property 37 3.22 Real Property 37 3.23 Environmental Matters 37 3.24 Insurance 37 3.25 Bankruptcy 37 3.26 TSX/OTCBB Quotation 37 ARTICLE IV COVENANTS 37 4.1 Conduct of Business of Nayarit 37 4.2 Access and Information; Confidentiality 41 4.3 No Solicitation 42 4.4 Stockholder Litigation 45 4.5 Conduct of Business of Parent 45 4.6 Voting 45 ARTICLE V ADDITIONAL COVENANTS OF THE PARTIES 45 5.1 Notification of Certain Matters 45 5.2 Commercially Reasonable Efforts 46 5.3 Indemnification 47 5.4 Public Announcements 49
Sample 1
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REPRESENTATIONS AND WARRANTIES OF NAYARIT. The following representations and warranties by Nayarit to Parent are qualified by the Nayarit disclosure schedules, which set forth certain disclosures concerning Nayarit and its subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) and each of their divisions and businesses (the “Nayarit Disclosure Schedules“). Except as disclosed in the Nayarit Disclosure Schedules, Nayarit hereby represents and warrants to Parent as follows:
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF NAYARIT

  • 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 Vendor Vendor hereby represents and warrants to Purchaser that:

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

  • 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 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

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

  • Representations and Warranties of Client Client represents and warrants that:

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