Representations and Warranties of TAG Sample Clauses

Representations and Warranties of TAG. 24 ------------------------------------- Section 5.1. Organization and Related Matters............................... 24 -------------------------------- Section 5.2. Authority; No Violation........................................ 24 ----------------------- Section 5.3. Consents and Approvals......................................... 25 ---------------------- Section 5.4. Regulatory Documents........................................... 25 -------------------- Section 5.5. Capitalization................................................. 26 -------------- Section 5.6. Financial Statements........................................... 26 -------------------- Section 5.7.
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Representations and Warranties of TAG. Each of TAG and TAG Subco hereby represents and warrants to Trans-Orient, and hereby acknowledges that Trans-Orient is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement, as follows:
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Representations and Warranties of TAG. TAG represents and warrants to LMG as follows:
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Representations and Warranties of TAG. TAG represents and warrants to each of Opgroup and Opfin, at the date of this Agreement, and at the Closing Date, as follows:
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Representations and Warranties of TAG. Except as set forth in TAG disclosure schedule (the "TAG Disclosure Schedule") TAG represents and warrants to Parent as follows:
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Representations and Warranties of TAG. In connection with the issuance of the Stock, TAG hereby agrees, represents and warrants to Himalaya as follows:
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Representations and Warranties of TAG. ..13 Section 7.1 Organization and Standing; Articles and Bylaws..........13 Section 7.2 Corporate Power.........................................13 Section 7.3 Capitalization..........................................14 Section 7.4 Subsidiaries............................................14 Section 7.5 Authorization...........................................14 Section 7.6 No Violation; Consents..................................14 Section 7.7 Litigation..............................................15 Section 7.8 Employees...............................................15 Section 7.9 Brokers or Finders; Other Offers........................15 Section 7.10 Disclosure..............................................15 Section 7.11 Agreements; Action......................................16 Section 7.12 Tax Returns and Payments................................16 Section 7.13
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Representations and Warranties of TAG. As an inducement to, and to obtain the reliance of the Company, TAG represents and warrants as follows:
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Representations and Warranties of TAG. TAG hereby makes the ------------------------------------- following representations and warranties to KR as of the Effective Date, which representations and warranties shall be deemed to have been made again as of the Initial Closing, and thereafter as of each subsequent Closing, but only as to the Property being acquired at such subsequent Closing, subject at each of the Closings to Section 6.2(m) hereof, provided, however, that the representations contained in Section 11.1(x) shall be made at each subsequent Closing in the event any Units are issued in connection with such subsequent Closing. The Allens join in such representations and warranties made in Sections 11.1(a), (p), (x), (y) and (aa). Each of the representations and warranties is qualified by the exceptions set forth in the Disclosure Schedule.
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Related to Representations and Warranties of TAG

  • REPRESENTATIONS AND WARRANTIES OF TARGET 8 2.1 Organization, Standing and Power................................ 8 2.2

  • 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 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 the Bank The Bank 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 Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • 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 BUYER The Buyer represents and warrants to the Company that:

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