REPRESENTATIONS AND WARRANTIES 30 Sample Clauses

REPRESENTATIONS AND WARRANTIES 30. Section 10.1 Representations and Warranties of the Receiver 30 Section 10.2 Representations and Warranties of NOLHGA 31
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REPRESENTATIONS AND WARRANTIES 30. Section 3.1 Representations and Warranties of the Company 30 Section 3.2 Representations and Warranties of the Purchaser and the Parent 30 ARTICLE 4 COVENANTS 31 Section 4.1 Conduct of Business of the Company 31 Section 4.2 Covenants of the Company Relating to the Arrangement 35 Section 4.3 Covenants of the Purchaser Relating to the Arrangement 37 Section 4.4 Regulatory Approvals 38 Section 4.5 Access to Information; Confidentiality 39 Section 4.6 Pre-Acquisition Reorganization 40 Section 4.7 Tax Matters 42 Section 4.8 Termination of 401(k) Plan 42 Section 4.9 Financing Arrangements 42 Section 4.10 Treatment of Company Indebtedness 48 Section 4.11 Public Communications 49 Section 4.12 Notice and Cure Provisions 49 Section 4.13 Insurance and Indemnification 50 Section 4.14 Exchanges Delisting 51 Section 4.15 FIRPTA Affidavit 51 Section 4.16 Guarantee of the Parent 51 Section 4.17 Post-Closing Employment Matters 51 ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION 53 Section 5.1 Non-Solicitation 53 Section 5.2 Notification of Acquisition Proposals 54 Section 5.3 Responding to an Acquisition Proposal 55 Section 5.4 Right to Match 55 Section 5.5 Breach by Subsidiaries and Representatives 57 ARTICLE 6 CONDITIONS 58 Section 6.1 Mutual Conditions Precedent 58 Section 6.2 Additional Conditions Precedent to the Obligations of the Purchaser 58 Section 6.3 Additional Conditions Precedent to the Obligations of the Company 59 Section 6.4 Satisfaction of Conditions 60 ARTICLE 7 TERM AND TERMINATION 60 Section 7.1 Term 60 Section 7.2 Termination 60 Section 7.3 Effect of Termination/Survival 62
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REPRESENTATIONS AND WARRANTIES 30. Section 8.1 Representations and Warranties of the Borrower 30 ARTICLE IX COVENANTS 36 Section 9.1 Affirmative Covenants 36 Section 9.2 Negative Covenants 46 ARTICLE X EVENTS OF DEFAULT; REMEDIES 48 Section 10.1 Events of Default 48 Section 10.2 Remedies 52 ARTICLE XI INDEMNIFICATION 54 Section 11.1 General Indemnity 54 ARTICLE XII ADMINISTRATIVE AGENT 55 Section 12.1 Appointment 55 Section 12.2 Delegation of Duties 56 Section 12.3 Exculpatory Provisions 56 Section 12.4 Reliance by the Administrative Agent 56
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Related to REPRESENTATIONS AND WARRANTIES 30

  • 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 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 ALPS ALPS represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to Amylin as of the Effective Date that:

  • Representations and Warranties by You You represent and warrant that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby 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").

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

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