REPRESENTATIONS AND WARRANTIES OF NCI Sample Clauses

REPRESENTATIONS AND WARRANTIES OF NCI. NCI hereby represents and warrants to Mallard that, except as set forth on the Schedule of Exceptions (the "SCHEDULE OF EXCEPTIONS") furnished to Mallard which exceptions shall be deemed to be representations and warranties as if made hereunder:
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REPRESENTATIONS AND WARRANTIES OF NCI. NCI hereby represents and warrants to the Collaborator that the official signing this CRADA has authority to do so.
REPRESENTATIONS AND WARRANTIES OF NCI. NCI hereby represents and warrants to the Company that NCI has all requisite power and authority to enter into and perform this Agreement. All corporate action on the part of NCI necessary for the execution of this Agreement, for the performance of NCI’s obligations hereunder and for the purchase of the Shares has been taken, and no further consents, licenses, permissions, authorizations, registrations or qualifications from or with any party or any governmental entity are necessary for NCI to execute this Agreement and perform its obligations hereunder. This Agreement is duly executed and delivered by NCI and constitutes a legal, valid and binding obligation of NCI, enforceable against NCI in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF NCI. NCI represents and warrants to the Company and RCC that all the following representations and warranties in this Article 5 are as of the date of this Agreement, and will be on the Closing Date and immediately prior to the Closing, true and correct:
REPRESENTATIONS AND WARRANTIES OF NCI. Except as otherwise set ------------------------------------- forth in the "NCI Disclosure Schedule" which will be provided to DNA and the Shareholders prior to closing, NCI represents and warrants to DNA and the Shareholders as set forth below. No fact or circumstance disclosed to DNA shall constitute an exception to these representations and warranties unless such fact or circumstance is set forth in the NCI Disclosure Schedule or such supplements thereto as may mutually be agreed upon in writing by NCI and DNA. NCI and Acquisition are referred to herein collectively as the NCI Entities.
REPRESENTATIONS AND WARRANTIES OF NCI. As of the date hereof and as of the Closing Date, except as disclosed in a document referring specifically to the relevant subsections of this Article III which is delivered by NCI to NAVIO prior to execution of this Agreement (the "NCI DISCLOSURE SCHEDULE"), NCI hereby represents and warrants to NAVIO as follows:
REPRESENTATIONS AND WARRANTIES OF NCI. Except as otherwise set forth ------------------------------------- in the "NCI Disclosure Schedule" which will be provided to scruz-net prior to closing, NCI represents and warrants to scruz-net as set forth below. No fact or circumstance disclosed to scruz-net shall constitute an exception to these representations and warranties unless such fact or circumstance is set forth in the NCI Disclosure Schedule or such supplements thereto as may mutually be agreed upon in writing by NCI and scruz-net. NCI and Acquisition are referred to herein collectively as the NCI Entities.
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Related to REPRESENTATIONS AND WARRANTIES OF NCI

  • 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 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 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 Vendor Vendor hereby represents and warrants to Purchaser that:

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

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

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