REPRESENTATIONS AND WARRANTIES OF BHI Sample Clauses

REPRESENTATIONS AND WARRANTIES OF BHI. BHI represents and warrants to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF BHI. Except as contemplated in this Agreement, (i) the representations and warranties of BHI hereunder shall be made again at the Closing and shall be true in all material respects as of the Closing Date, except that to the extent such representations and warranties speak as of an earlier date, they will be true and correct as of such earlier date, (ii) BHI shall have performed in all material respects all covenants required of it by this Agreement as of the Closing Date and (iii) BHI shall have furnished the Company at the Closing with a certificate of one of its authorized representatives to such effect.
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REPRESENTATIONS AND WARRANTIES OF BHI. BHI specifically declares to Clearwire and Parent that the representations and warranties of BHI contained in Schedule A to this Agreement ("Representations and Warranties"') are true, accurate and complete. With respect to the assets acquired prior to Closing pursuant to the ALO Agreement, the representations and warranties applicable to such assets are exclusively those established in the ALO Agreement and not the representations and warranties of this Agreement, and shall be made as of the Closing Date and not as of the date of this Agreement. Each of the Representations and Warranties set out in the several paragraphs of Schedule A is separate and independent and, except as expressly provided to the contrary in this Agreement, is not limited by reference to any other paragraph of that Schedule or by anything in this Agreement. BHI acknowledges that these Representations and Warranties are essential elements for Clearwire and Parent to enter into this Agreement.
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REPRESENTATIONS AND WARRANTIES OF BHI. 40 5.1 Incorporation, Standing and Power . . . . . . . . . . . . 40 5.2 Capitalization . . . . . . . . . . . . . . . . . . . . . 40 5.3 Financial Statements . . . . . . . . . . . . . . . . . . 40 5.4 SEC/Regulatory Filings . . . . . . . . . . . . . . . . . 41 5.5 Authority of BHI . . . . . . . . . . . . . . . . . . . . 41 5.6 Litigation . . . . . . . . . . . . . . . . . . . . . . . 42 5.7 Compliance with Laws and Regulations . . . . . . . . . . 42
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REPRESENTATIONS AND WARRANTIES OF BHI. BHI represents and warrants to CU as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF BHI

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust 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 RPS RPS represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to the Company as follows:

  • 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

  • Representations and Warranties of Vendor Vendor hereby represents and warrants to Purchaser that:

  • Representations and Warranties of Party B 5.1 Party B is the legal owner of the Equity Interest.

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:

  • Representations and Warranties of Parties Each of the parties to this Agreement hereby represents and warrants to each of the other parties of this Agreement, each of which is deemed to be a separate representation and warranty, 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").

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