Representations and Warranties of the Investees Sample Clauses

Representations and Warranties of the Investees. The Investees hereby, jointly and severally, represent and warrant to the Investor that except as disclosed in the Disclosure Schedule, as of the date hereof, (or, in each case, if a representation or warranty is made as of a specified date, as of such date) each of the statements set forth in Schedule A attached to this Agreement (a) that are not qualified as to “materiality” is true and correct in all material respects and (b) that are qualified as to “materiality” is true and correct (the “Investee Warranties”).
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Representations and Warranties of the Investees. 10 3.1 Representations and Warranties of the Investees 10 3.2 Effect of Closing 10 4 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR 10 4.1 Representations and Warranties of the Investor 10 4.2 Independent Investigation 10 4.3 Effect of Closing 11 5 ADDITIONAL AGREEMENTS 11 5.1 Filing of Memorandum and Articles. 11 5.2 Further Action. 11 6 CONFIDENTIALITY. 11 6.1 Disclosure of Terms 11 6.2 Permitted Disclosures by the Company 11 6.3 Permitted Disclosures by the Investor 11 6.4 Legally Required Disclosure 12 6.5 Press Releases, Etc 12 6.6 Other Information 12 7 INDEMNIFICATION. 12 7.1 Survival 12 7.2 Indemnity 12 7.3 Limitations on Indemnification 13 7.4 Procedure 15 7.5 Remedies 15 8 MISCELLANEOUS. 16 8.1 Availability of Legal Advice 16 8.2 Conflict 16 8.3 Successors and Assigns 16 8.4 Counterparts 16 8.5 Titles and Subtitles 16 8.6 Notices 16 8.7 Finder’s Fee 18 8.8 Transaction Costs 18 8.9 Amendments and Waivers 18 8.10 Severability 18 8.11 Interpretation 18 8.12 Entire Agreement 18 8.13 Governing Law 19 8.14 Dispute Resolution 19 SCHEDULE A – Investee Warranties SCHEDULE B – Investor Warranties SCHEDULE C – Sellers’ Bank Accounts SCHEDULE 2.3(a)(iii) – Investor’s Closing Certificate SCHEDULE 2.3(b)(vi) – Investees’ Closing Certificate EXHIBIT A – Disclosure Schedule EXHIBIT B – Form of Memorandum and Articles of Association EXHIBIT C – Form of Investor Rights Agreement INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”) is made as of June 24, 2008, by and among: A China Mass Media International Advertising Corp., an exempted company established and existing under the laws of the Cayman Islands (the “Company”);
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Representations and Warranties of the Investees 
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Related to Representations and Warranties of the Investees

  • Representations and Warranties of the Investors Each of the Investors hereby severally, and not jointly, represents and warrants to the Company that:

  • Representations and Warranties of the Investor The Investor hereby represents and warrants to the Company that:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors jointly and severally represent and warrant to the Purchaser the following, and acknowledge that the Purchaser is entitled to rely on such representations and warranties notwithstanding any due diligence investigation done by the Purchaser prior to the closing:

  • 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 Funds 12.1 Each Fund represents and warrants to the Transfer Agent that:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS Each Buyer represents and warrants to the Sellers as follows:

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

  • Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder as follows:

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