REPRESENTATIONS AND WARRANTIES OF Sample Clauses

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
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REPRESENTATIONS AND WARRANTIES OF. BUYER Buyer hereby represents and warrants to Seller as follows: 4.1
REPRESENTATIONS AND WARRANTIES OF. PARENT AND MERGER SUB Parent and Merger Sub hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF. PARENT AND PURCHASER Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF. SELLER WITH RESPECT TO SELLER Seller represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF. THE COMPANY
REPRESENTATIONS AND WARRANTIES OF. [Short Name of Account Owner] Relating to [Short Name of Account Owner]. [Short Name of Account Owner] hereby represents and warrants to, and agrees with, [Short Name of Receivables Purchaser] as of the Closing Date, that:
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REPRESENTATIONS AND WARRANTIES OF. THE AMID ENTITIES 16 Section 4.1 Organization, Standing and Power 16 Section 4.2 Capitalization 17 Section 4.3 Authority; Noncontravention; Voting Requirements 18 Section 4.4 Governmental Approvals 19 Section 4.5 AMID SEC Documents; Undisclosed Liabilities 19 Section 4.6 Absence of Certain Changes or Events 20 Section 4.7 Legal Proceedings 20 Section 4.8 Compliance with Laws; Permits 20 Section 4.9 Information Supplied 21 Section 4.10 Tax Matters 21 Section 4.11 Employee Benefits 22 Section 4.12 Labor Matters 23 Section 4.13 Environmental Matters 23 Section 4.14 Contracts 24 Section 4.15 Property 24 Section 4.16 Opinion of Financial Advisor 25 Section 4.17 Brokers and Other Advisors 25 Section 4.18 State Takeover Statutes 25 Section 4.19 Regulatory Matters 25 Section 4.20 Financing 25 Section 4.21 No Other Representations or Warranties 25 ARTICLE V ADDITIONAL COVENANTS AND AGREEMENTS 26 Section 5.1 Preparation of the Registration Statement and the Proxy Statement; JPE Unitholders Meeting 26 Section 5.2 Conduct of Business 26 Section 5.3 No Solicitation 31 Section 5.4 Reasonable Best Efforts 33 Section 5.5 Public Announcements 35 Section 5.6 Access to Information; Confidentiality 35 Section 5.7 Notification of Certain Matters 36 Section 5.8 Indemnification and Insurance 36 Section 5.9 Securityholder Litigation 37 Section 5.10 Structuring Matters 37 Section 5.11 Fees and Expenses 38 Section 5.12 Section 16 Matters 38 Section 5.13 Listing 38 Section 5.14 Distributions 38 Section 5.15 Additional Transactions at Closing 38 Section 5.16 Employee Matters 39 Section 5.17 Payoff of Existing Credit Facility 39 Section 5.18 AMID Partnership Agreement Amendment 39 Section 5.19 JPE Names and Marks 39 ARTICLE VI CONDITIONS PRECEDENT 40 Section 6.1 Conditions to Each Party’s Obligation to Effect the Merger 40 Section 6.2 Conditions to Obligations of AMID to Effect the Merger 40 Section 6.3 Conditions to Obligation of JPE to Effect the Merger 41 Section 6.4 Frustration of Closing Conditions 42 ARTICLE VII TERMINATION 42 Section 7.1 Termination 42 Section 7.2 Effect of Termination 43 Section 7.3 Fees and Expenses 43 ARTICLE VIII MISCELLANEOUS 44 Section 8.1 No Survival, Etc. 44 Section 8.2 Amendment or Supplement 44 Section 8.3 Extension of Time, Waiver, Etc. 45 Section 8.4 Assignment 45 Section 8.5 Counterparts 45 Section 8.6 Entire Agreement; No Third-Party Beneficiaries 45 Section 8.7 Governing Law; Jurisdiction; Waiver of Jury Trial 45 Section 8.8 Specific Enforcement ...
REPRESENTATIONS AND WARRANTIES OF. 9.1 [**] represents and warrants to Digimarc that:
REPRESENTATIONS AND WARRANTIES OF. THE COMPANY ----------- The Company makes the following representations and warranties to Sellers:
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