REPRESENTATIONS AND WARRANTIES OF VIDEO Sample Clauses

REPRESENTATIONS AND WARRANTIES OF VIDEO. 20 Section 4.1. Organization, Standing and Power............................. 20 Section 4.2. Capital Structure............................................ 21 Section 4.3. Authority Relative to this Agreement......................... 21 Section 4.4. Financial Statements......................................... 22
Sample 1
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REPRESENTATIONS AND WARRANTIES OF VIDEO. Except as set forth on Video's Disclosure Schedule previously delivered to IPL (the "Video Disclosure Schedule"), Video hereby represents and warrants to IPL as follows; provided however, that the parties acknowledge that the representations and warranties set forth herein shall give effect to the Spin-Off Transaction and the Contribution Transaction. In that regard, the parties acknowledge that the representations and warranties of Video set forth herein are true and that the Video Disclosure Schedule has been prepared in a manner which indicates the status of Video and its Subsidiaries both as of the date hereof and after the Spin-Off Transaction and the Contribution Transaction. The parties further acknowledge that IPL leases certain of the IPL Leased Property leased from Video and its Affiliates and that notwithstanding the terms of the representations and warranties set forth in this Article IV, no breach of any such representation or warranty shall be deemed to exist, to the extent such breach resulted from any act or omission of IPL or any of its Subsidiaries in, or with respect to, such IPL Leased Property (provided that this exception shall not apply to any such breach if the same results from any action or inaction of Video or its Subsidiaries or Affiliates acting as landlord in respect of such IPL Leased Property).
Sample 1
REPRESENTATIONS AND WARRANTIES OF VIDEO. As an inducement to, and to obtain the reliance of, NetGateway, Digital Genesis and the NetGateway Shareholders, Video and the Video Majority Shareholder, jointly and severally, represent and warrant to NetGateway, Digital Genesis and the NetGateway Shareholders as follows:
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF VIDEO

  • 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 Vendor Vendor hereby represents and warrants to Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of RPS RPS 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 MSS MSS represents and warrants to the Trust that:

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

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx represents and warrants to the Company as follows:

  • 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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