Gupta Sample Clauses

Gupta. Upon the Closing, the closings of the Other Notes, and the closing of the acquisition of Gupta under the Gupta Purchase Agreement, the Company represents and warrants that the representations and warranties made by Gupta Holdings, LLC (the "Seller") under the Gupta Purchase Agreement qualified as to materiality shall be true and correct on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Seller under the Gupta Purchase Agreement not qualified as to materiality shall be true and correct in all material respects on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and that the Gupta Purchase Agreement shall be in full force and effect, enforceable in accordance with its terms.
Gupta. 97India was elected as the coordinator for countries of the WHO’s Southeast Asia Regional office (SEARO) for the INBs. WHO South East Asia Region has 11 Member States: Bangladesh, Bhutan, Democratic People's Republic of Korea, India, Indonesia, Maldives, Myanmar, Nepal, Sri Lanka, Thailand, Timor-Leste. See “WHO: SEARO Countries,” http://www.searo.who.int/countries/en 98Dhirendra Sinha. 99K. Srinath Reddy. 1. Geneva: World Health Organization, 2003: 3. ‘create broad based partnerships’ and advance regional tobacco control.101 SEARO member states reaffirmed these pledges at the next meeting in Thimphu in 2002. After two days of intense negotiations, states hammered out the Thimphu Declaration that supported levying high taxes on tobacco companies.102 Also, the resolution reiterated the Jakarta meeting’s desire that adequate international support, financial and scientific, for developing countries be included in the final framework convention.103 The Indian delegation was also requested by SEARO member states to act as their representative on advertising at FCTC negotiations. Developing countries were besieged by the marketing practices of an international tobacco industry venturing to their shores with zeal.104 India experienced this problem first hand. Srinivas Tata, one of the Indian negotiators, attributed developing countries’ persistent desire for a tough advertising provision to the global reach of international tobacco, ‘as smoking reduced in the west, tobacco companies moved to the developing world. This situation made the matter far more practical for countries like India. Moreover, international tobacco companies were allying with domestic tobacco farmers and growers and using India as a base for tobacco commerce for India and the region.’105 The Indian delegation resolved to tighten provisions on tobacco advertising. At the first INB, Indian negotiator Srinath Reddy called for the framework convention to be indiscriminate against advertising or sponsorship of all kinds, urging the convention to institute ‘a complete ban on all direct and indirect forms of tobacco advertising.’106 Partial bans, Reddy argued, were ‘ineffective in controlling tobacco consumption’ because existing evidence deemed it impossible to screen products based on groups that consume them.107 This position also rose out of discussions on COTPA that contained a provision prohibiting domestic tobacco advertising, except those at point of sale.108 101Ibid. 102 Ibid. 103World Heal...
Gupta. Upon the Closing, the closings of the Other Notes, and the closing of the acquisition of Gupta under the Gupta Purchase Agreement, the Company represents and warrants that the representations and warranties made by the Seller under the Gupta Purchase Agreement qualified as to materiality shall be true and correct on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Seller under the Gupta Purchase Agreement not qualified as to materiality shall be true and correct in all material respects on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and that the Gupta Purchase Agreement shall be in full force and effect, enforceable in accordance with its terms. The foregoing representations and warranties are of the Company only, and the Seller does not make any representation or warranty to the Purchasers under this Section 4.29.