REPRESENTATIONS AND WARRANTIES 117 Sample Clauses

REPRESENTATIONS AND WARRANTIES 117. Section 5.01 Existence, Qualification and Power; Compliance with Laws 117 Section 5.02 Authorization; No Contravention 117 Section 5.03 Governmental Authorization; Other Consents 118 Section 5.04 Binding Effect 118 Section 5.05 Financial Statements; No Material Adverse Effect 118 Section 5.06 Litigation 118 Section 5.07 Ownership of Property; Liens 119 Section 5.08 Environmental Matters 119 Section 5.09 Taxes 119 Section 5.10 ERISA Compliance 120 Section 5.11 Subsidiaries; Equity Interests 120 Section 5.12 Margin Regulations; Investment Company Act 120 Section 5.13 Disclosure 120 Section 5.14 Labor Matters 121 Section 5.15 Intellectual Property; Licenses, Etc. 121 Section 5.16 Solvency 121 Section 5.17 [Reserved] 121 Section 5.18 USA Patriot Act, FCPA and OFAC 121 Section 5.19 Collateral Documents 122 Section 5.20 EEA Financial Institution and Covered Party 122 ARTICLE VI. AFFIRMATIVE COVENANTS 122 Section 6.01 Financial Statements 122 Section 6.02 Certificates; Other Information 124 Section 6.03 Notices 125 Section 6.04 Payment of Taxes 126 Section 6.05 Preservation of Existence, Etc. 126 Section 6.06 Maintenance of Properties 126 Section 6.07 Maintenance of Insurance 126 Section 6.08 Compliance with Laws 127 Section 6.09 Books and Records 127 Section 6.10 Inspection Rights 127 Section 6.11 Additional Collateral; Additional Guarantors 127 Section 6.12 Compliance with Environmental Laws 129 Section 6.13 Further Assurances 129 Section 6.14 Designation of Subsidiaries 129 Section 6.15 Maintenance of Ratings 129 Section 6.16 Use of Proceeds 129 Section 6.17 Post-Closing Matters 130 Section 6.18 Specified Beta Vendor Financing Statements 130 Section 6.19 Fiscal Year 130 Section 6.20 Quarterly Lender Call 130 ARTICLE VII. NEGATIVE COVENANTS 131 Section 7.01 Liens 131 Section 7.02 [Reserved] 137 Section 7.03 Indebtedness, Disqualified Equity Interests and Preferred Stock 137 Section 7.04 Fundamental Changes 143 Section 7.05 Dispositions 144 Section 7.06 Restricted Payments 147 Section 7.07 Change in Nature of Business 154 Section 7.08 Transactions with Affiliates 154 Section 7.09 Burdensome Agreements 157 -ii- Page
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REPRESENTATIONS AND WARRANTIES 117. Section 4.01 Organization; Structure Chart; Requisite Power and Authority; Qualification 117 Page
Sample 1

Related to REPRESENTATIONS AND WARRANTIES 117

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer that:

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

  • Representations and Warranties by You You represent and warrant 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 Amylin as of the Effective Date that:

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

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx 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 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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