REPRESENTATIONS AND WARRANTIES OF PARENT     20 Sample Clauses

REPRESENTATIONS AND WARRANTIES OF PARENT     20. Section 4.01. Corporate Existence and Power 20 Section 4.02. Corporate Authorization 20 Section 4.03. Governmental Authorization 20 Section 4.04. Non-contravention 21 Section 4.05. Capitalization 21 Section 4.06. Disclosure Documents 21 Section 4.07. SEC Filings and the Xxxxxxxx-Xxxxx Act 22 Section 4.08. Financial Statements 23 Section 4.09. Absence of Certain Changes 23 Section 4.10. No Undisclosed Material Liabilities 23 Section 4.11. Compliance with Applicable Law; Permits 23 Section 4.12. Material Contracts 23 Section 4.13. Taxes 24 Section 4.14. Employees and Employee Benefit Plans 25 Section 4.15. Intellectual Property 25 Section 4.16. Financing 25 Section 4.17. Finders’ Fees 26 Section 4.18. Opinion of Financial Advisor 26 Section 4.19. Litigation 26 Section 4.20. Ownership of Company Common Stock 26 Section 4.21. No Other Representations or Warranties 26 Section 5.01. Conduct of the Company 26 Section 5.02. No Solicitation; Other Offers 29 Section 5.03. Access to Information; Confidentiality 31 Section 5.04. Shareholder Litigation 31 Section 5.05. Real Estate Matters 31 Section 5.06. D&O Insurance 31 Section 5.07. Rule 16b-3 32 Section 5.08. Company Board of Directors 32 Section 5.09. Evidence of Closing Cash and Adjustment Amount 32 Section 6.01. Conduct of Parent 32 Section 6.02. Obligations of Merger Subsidiary 32 Section 6.03. Director and Officer Liability 32 Section 7.01. Form S-4 and Proxy Statement; Shareholders Meetings 33 Section 7.02. Reasonable Best Efforts; Antitrust Filings 35 Section 7.03. Certain Filings 36 Section 7.04. Public Announcements 36 Section 7.05. Stock Exchange De-listing 36 Section 7.06. Financing 36 ii Table of Contents Section 7.07. Further Assurances 40 Section 7.08. Notices of Certain Events 40 Section 7.09. Anti-Takeover Statute 40
Sample 1
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Related to REPRESENTATIONS AND WARRANTIES OF PARENT     20

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PUBCO As of the Closing, Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • 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 Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

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