REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING. PARTIES 12 3.1 Organization 12 3.2 Authority and Approval 12 3.3 No Conflict; Consents 13 3.4 Capitalization; Title to Subject Interest 14 3.5 Financial Statements; Internal Controls; Undisclosed Liabilities 15 3.6 Working Capital 15 3.7 Title to Assets 15 3.8 Litigation; Laws and Regulations 16 3.9 No Adverse Changes 16 3.10 Taxes 17 3.11 Environmental Matters 17 3.12 Licenses; Permits 18 3.13 Contracts 18 3.14 Transactions with Affiliates 19 3.15 Regulation 19 3.16 Brokerage Arrangements 19 3.17 Waivers and Disclaimers 20 3.18 Employees and Employee Benefits 20 3.19 SEC Reports 22 3.20 Capital Contributions 22
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REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING. Company The Contributing Company hereby represents and warrants to the Beneficiary Company as follows:
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REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING. Subsidiaries 7 ARTICLE IV........................COVENANTS OF THE CONTRIBUTING SUBSIDIARIES 11 SECTION 4.1..........................................Liens in Force 11 SECTION 4.2...........................................No Impairment 11 SECTION 4.3...........................................No Amendments 11 SECTION 4.4...................................Restrictions on Liens 11 SECTION 4.5..............................Preservation of Collateral 12 SECTION 4.6...............................Preservation of Existence 12 SECTION 4.7......................................Separate Existence 12 SECTION 4.8...............................................Documents 13 ARTICLE V............................................................WAIVERS 13 SECTION 5.1.................................................Waivers 13 ARTICLE VI..............................................CONDITIONS PRECEDENT 13 SECTION 6.1...............Conditions Precedent to each Contribution 13 ARTICLE VII....................................................MISCELLANEOUS 14 SECTION 7.1..............Liability of the Contributing Subsidiaries 14 SECTION 7.2Merger or Consolidation of the Contributing Subsidiaries 14 SECTION 7.3.....
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REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING 
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Related to REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR The Contributor represents and warrants to the Operating Partnership as set forth below in this ARTICLE 2. Notwithstanding any other provision of the Contribution Agreement or this EXHIBIT E, the Contributor makes representations, warranties and indemnities only with respect to: (i) the Properties identified on EXHIBIT A to the Contribution Agreement (the "Property" or the "Properties"), and (ii) the interests in the Partnerships to be transferred by the Contributor.

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES (a) Each of the Companies represents and warrants that it is a life insurance company duly organized or existing and in good standing under applicable law and that each of its Accounts, prior to any issuance or sale of any Contracts by such Account and during the term of this Agreement, will be legally and validly established as a separate account pursuant to relevant state insurance law and either: (i) will be registered as a unit investment trust in accordance with the provisions of the 1940 Act; or (ii) will be exempt from such registration.

  • Representations and Warranties of the Fund The Fund represents and warrants to the Transfer Agent that:

  • Representation and Warranties of the Company The Company hereby makes the following representations and warranties to the Purchaser:

  • Representations and Warranties of the Sponsor The Sponsor hereby represents and warrants to the Owner Trustee that:

  • Representations and Warranties of the Client A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • 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 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").

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