REPRESENTATIONS AND WARRANTIES OF NCBC Sample Clauses

REPRESENTATIONS AND WARRANTIES OF NCBC. Except as disclosed in the NCBC disclosure schedule delivered to CCB concurrently herewith (the "NCBC Disclosure Schedule") NCBC hereby represents and warrants to CCB as follows:
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES OF NCBC. Except as disclosed in SEC Documents and in the regulatory filings made by NCBC, NCBC hereby represents and warrants to FFC that the following matters are or will be true and correct at the Effective Time, in all material respects:
Sample 1Sample 2
REPRESENTATIONS AND WARRANTIES OF NCBC. 22 5.1 Organization, Standing and Power...................................22 5.2 Authority; No Breach by Agreement..................................22 5.3
Sample 1
REPRESENTATIONS AND WARRANTIES OF NCBC. 3.1 Corporate Organization 7 3.2 Capitalization 8 3.3 Authority; No Violation 9 3.4 Consents and Approvals 9 3.5 Reports 10 3.6 Financial Statements 11 3.7 Broker's Fees 11 3.8 Absence of Certain Changes or Events 11 3.9 Legal Proceedings 12 3.10 Taxes and Tax Returns 12 3.11 Employees 13 3.12 SEC Reports 14 3.13 Compliance with Applicable Law 15 3.14 Certain Contracts 15 3.15 Agreements with Regulatory Agencies 16 3.16 Interest Rate Risk Management Instruments 16 3.17 Undisclosed Liabilities 16 3.18 Insurance 17 3.19 Environmental Liability 17 3.20 State Takeover Laws 17 3.21 Reorganization; Pooling of Interests 17 3.22 Financial Holding Company Status 17 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CCB
Sample 1
REPRESENTATIONS AND WARRANTIES OF NCBC. Except as disclosed in the NCBC Disclosure Letter, NCBC hereby represents and warrants to PBI that:
Sample 1
REPRESENTATIONS AND WARRANTIES OF NCBC. 3.1 Corporate Organization 7 3.2 Capitalization 8 3.3 Authority; No Violation 9 3.4 Consents and Approvals 9 3.5 Reports 10 3.6 Financial Statements 11 3.7 Broker's Fees 11 3.8 Absence of Certain Changes or Events 11 3.9 Legal Proceedings 12 3.10 Taxes and Tax Returns 12 3.11 Employees 13 3.12 SEC Reports 14 3.13 Compliance with Applicable Law 15 3.14 Certain Contracts 15 3.15 Agreements with Regulatory Agencies 16 3.16 Interest Rate Risk Management Instruments 16 3.17 Undisclosed Liabilities 16 3.18 Insurance 17 3.19 Environmental Liability 17 3.20 State Takeover Laws 17 3.21 Reorganization; Pooling of Interests 17 3.22 Financial Holding Company Status 17 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CCB 4.1 Corporate Organization 18 4.2 Capitalization 18 4.4 Authority; No Violation 19 4.4 Consents and Approvals 20 4.5 Reports 20 4.6 Financial Statements 21 4.7 Broker's Fees 21 4.8 Absence of Certain Changes or Events 21 4.9 Legal Proceedings 22 4.10 Taxes and Tax Returns 22 4.11 Employees 23 4.12 SEC Reports 24 4.13 Compliance with Applicable Law 24 4.14 Certain Contracts 25 4.15 Agreements with Regulatory Agencies 26 4.16 Interest Rate Risk Management Instruments 26 4.17 Undisclosed Liabilities 26 4.18 Insurance 26 4.19 Environmental Liability 27 4.20 State Takeover Laws; CCB Rights Agreement 27 4.21 Reorganization; Pooling of Interests 27 4.22 Financial Holding Company Status 27 ARTICLE V
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF NCBC

  • 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 MSS MSS represents and warrants to the Trust that:

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

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx 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 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 Vendor Vendor hereby represents and warrants to Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF NEWCO Newco represents and warrants to the Company as follows:

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

Time is Money Join Law Insider Premium to draft better contracts faster.