REPRESENTATIONS AND WARRANTIES OF VIA Sample Clauses

REPRESENTATIONS AND WARRANTIES OF VIA. VIA represents and warrants to Toppan that the statements contained in this ARTICLE V are true and correct as of the date hereof and as of the Closing Date (or other date specified in the representations and warranties).
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REPRESENTATIONS AND WARRANTIES OF VIA. VIA represents and warrants to Corning by way of an independent guarantee irrespective of fault in the meaning of § 311 German Civil Code that the statements in Section 3.1 through Section 3.18 are true and correct as of the date hereof, except for the statements set forth in Sections 3.2, 3.4, 3.7 and 3.12, which will be true and correct as of the respective dates and event(s) referenced therein, (the “VIA Guarantees”), whereby the VIA Guarantees in Section 3.1 through Section 3.4 and Sections 3.11 and 3.12 are considered as “VIA Fundamental Guarantees”:
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REPRESENTATIONS AND WARRANTIES OF VIA. Tek. Via-Tek hereby represents and warrants to the Company that the statements contained in this Section 2.1 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 2.1), except as set forth in the disclosure schedule accompanying this Agreement (the "Via-Tek Disclosure Statement"). The Via-Tek Disclosure Statement will be arranged in paragraphs corresponding to the lettered subsections contained in this Section 2.1.
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REPRESENTATIONS AND WARRANTIES OF VIA. ViA represents and warrants to Centennial, upon which representations and warranties Centennial relies, and which representations and warranties shall survive the Closing for a period of one (1) year, notwithstanding any investigation of the affairs of ViA by Centennial, as follows:
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REPRESENTATIONS AND WARRANTIES OF VIA. VIA hereby represents and warrants that:
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REPRESENTATIONS AND WARRANTIES OF VIA. VIA represents and warrants to S3 as follows:
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REPRESENTATIONS AND WARRANTIES OF VIA. VIA represents and warrants to Corautus and Merger Sub that, except as set forth in the written disclosure schedule delivered by VIA to Corautus and attached hereto (the “VIA Disclosure Schedule”), the following representations and warranties are true and correct as of the Execution Date and, subject to the materiality qualifier set forth in Section 7.1 below, shall be true and correct as of the Closing Date. The VIA Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Section 2. The disclosures in any section or subsection of the VIA Disclosure Schedule shall qualify other sections and subsections in this Section 2 only to the extent it is reasonably clear from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The inclusion of any information in the VIA Disclosure Schedule (or any update thereto) shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in or would result in a VIA Material Adverse Effect, or is outside the Ordinary Course of Business.
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Related to REPRESENTATIONS AND WARRANTIES OF VIA

  • Representations and Warranties of Vendor Vendor hereby represents and warrants to Purchaser that:

  • 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 XXXXX Xxxxx hereby represents and warrants to the Company as follows:

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

  • 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 XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

  • Representations and Warranties of RPS RPS 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 XXXXXXX Xxxxxxx represents and warrants to the Company as follows:

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