REPRESENTATIONS AND WARRANTIES OF CEI Sample Clauses

REPRESENTATIONS AND WARRANTIES OF CEI. Except as set forth on the Disclosure Schedule delivered by CEI to NU prior to the execution of this Agreement (the "CEI Disclosure Schedule") and making reference to the particular subsection of this Agreement to which exception is being taken, CEI represents and warrants to NU as follows:
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REPRESENTATIONS AND WARRANTIES OF CEI. Except as set forth in the schedule delivered by CEI on the date hereof (the "CEI Disclosure Schedule") and making reference to the particular subsection of this Agreement to which exception is being taken, CEI represents and warrants to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF CEI. Subject to the exceptions set forth in the schedule of exceptions, which shall state the specific subsection of this Article V to which each disclosure or exception is made by the CEI Parties with respect to themselves and their respective Subsidiaries, and attached hereto (the “CEI Disclosure Schedule”), each of the CEI Parties jointly and severally represents and warrants to the Allied Parties as of the date hereof and as of the Closing as follows:
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REPRESENTATIONS AND WARRANTIES OF CEI. To induce Asia Sixth to enter into this Agreement and complete the transactions contemplated hereby, CEI represents and warrants to and in favour of each of Asia Sixth and the Investors now and on the Closing Date as provided in this Section 4.2. In each case subject to the information provided and, except to the extent set out in the CEI Disclosure Letter:
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REPRESENTATIONS AND WARRANTIES OF CEI. 17 3.1 Subsidiaries, Joint Ventures, Etc. . . . . . 17 3.2
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REPRESENTATIONS AND WARRANTIES OF CEI. CEI represents and warrants to SNFC that:
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REPRESENTATIONS AND WARRANTIES OF CEI. 34 Section 4.01 Authorization; Enforceability; Ownership 35 Section 4.02 No Breach 35 Section 4.03 CQP Arrangements 36 Section 4.04 No Material Adverse Change 36 Section 4.05 Solvency. 36 Section 4.06 CEI SEC Documents; CEI Financial Statements 36 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 37 Section 5.01 Existence 37 Section 5.02 Authorization; Enforceability 37 Section 5.03 No Breach 38 Section 5.04 No Approvals 38 Section 5.05 Certain Fees 38 Section 5.06 Unregistered Securities 38 Section 5.07 CQP Information 40 Section 5.08 Financing 40 ARTICLE VI COVENANTS 40 Section 6.01 Conduct of Business 40 Section 6.02 Use of Proceeds. 43
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REPRESENTATIONS AND WARRANTIES OF CEI. CEI represents and warrants to the Purchaser, on and as of the date of this Agreement and on and as of the Initial Funding Date, as follows:
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REPRESENTATIONS AND WARRANTIES OF CEI. CEI hereby represents and warrants as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF CEI

  • 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 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 MSS MSS represents and warrants to the Trust 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").

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

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

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

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

  • Representations and Warranties of Client Client represents and warrants 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:

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