REPRESENTATIONS AND WARRANTIES OF ALPINE Sample Clauses

REPRESENTATIONS AND WARRANTIES OF ALPINE. Alpine represents and warrants to, and covenants with, SCS, as follows:
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REPRESENTATIONS AND WARRANTIES OF ALPINE. The representations and warranties of Alpine in this Agreement (i) shall have been true and correct in all material respects as of the date of this Agreement, and (ii) shall be true and correct in all material respects on the Second Closing Date with the same force and effect as if made on such date.
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REPRESENTATIONS AND WARRANTIES OF ALPINE. Except as set forth in a letter dated the date of this Agreement and delivered by Alpine to Weatherford concurrently herewith (the "Alpine Disclosure Letter"), Alpine hereby represents and warrants to Weatherford and Services as follows.
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REPRESENTATIONS AND WARRANTIES OF ALPINE. AND BUYER 11 7.1 Corporate Status. 11 7.2 Alpine and Buyer's Enforceability. 12 7.3 Consents. 12 7.4 Absence of Conflicts. 12 7.5 No Litigation. 12 7.6 Financing. 12 7.7 Absence of Business Conduct. 13 7.8 Brokers and Finders. 13 7.9 Investigation by Alpine and Buyer. 13 7.10 Section 267 of the Code. 13
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REPRESENTATIONS AND WARRANTIES OF ALPINE. AND EXXXXXXX 5 Section 4.1 Organization 5 Section 4.2 Capitalization 5 Section 4.3 Alpine Authority Relative to this Agreement 5 Section 4.4 Non-Contravention 6 Section 4.5 Subsidiaries 6 Section 4.6 Governmental Approvals 6 Section 4.7 Financial Statements 6 Section 4.8 Absence of Undisclosed Liabilities 6 Section 4.9 Absence of Certain Changes 7 Section 4.10 Compliance with Laws 7 Section 4.11 Tax Matters 7 Section 4.12 Legal Proceedings 8 Section 4.13 Brokerage Fees 8 Section 4.14 Permits 8 Section 4.15 Insurance 8 Section 4.16 Employees 8 Section 4.17 Agreements, Contracts and Commitments 8 Section 4.18 Benefit Plans 9 Section 4.19 Regulatory Agencies 10 Section 4.20 Intellectual Property 10 Section 4.21 Investment Representations 10 Section 4.22 Independent Evaluation 11 Section 4.23 No Other Representations or Warranties 11 TABLE OF CONTENTS (continued)
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REPRESENTATIONS AND WARRANTIES OF ALPINE. Alpine represents and warrants to the Stockholder as follows:
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REPRESENTATIONS AND WARRANTIES OF ALPINE. Alpine hereby represents and warrants to SMI that on the date hereof and as of the Initial Closing Date, as though made on the Initial Closing Date, as follows:
Sample 1
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Related to REPRESENTATIONS AND WARRANTIES OF ALPINE

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund 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 SELLER Seller hereby represents and warrants to Buyer that:

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • 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:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • REPRESENTATIONS AND WARRANTIES OF PUBCO As of the Closing, Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, as follows:

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