REPRESENTATIONS AND WARRANTIES OF DUPONT Sample Clauses

REPRESENTATIONS AND WARRANTIES OF DUPONT. DuPont hereby represents and warrants to Buyer that, except as set forth in the Seller's Disclosure Schedule:
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REPRESENTATIONS AND WARRANTIES OF DUPONT. (i) The representations and warranties of DuPont set forth in Section 3.1 (Organization, Etc.) and Section 3.16 (Brokers and Finders) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, (ii) the representations and warranties of DuPont set forth in Section 3.2 (Authority Relative to this Agreement, Etc.) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date except for any failures to be true and correct as would not have a material impact on the enforceability of this Agreement or the Related Agreements, (iii) the representations and warranties of DuPont set forth in Section 3.3(a) and Section 3.3(b) (Capitalization) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date except for any failures to be true and correct that would have a de minimis impact on the ownership of the DPC Business by Buyer and (iv) each of the other representations and warranties of DuPont contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except (x) in each case of clauses (i), (ii), (iii) and (iv), representations and warranties made as of a specified date shall be true and correct only as of such specified date, (y) in the case of clause (iv), with respect to any representation or warranty of DuPont where the failure of such representation or warranty to be true and correct would entitle Buyer to indemnification pursuant to Section 6.1(a), and (z) in the case of clause (iv), where the failure of such representations and warranties to be true and correct (without regard to any materiality or “Material Adverse Effect” qualifications therein) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
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REPRESENTATIONS AND WARRANTIES OF DUPONT. The representations and warranties of DuPont contained in Sections 3.1, 3.2 and 3.3 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date. The representations and warranties of DuPont contained in Article III hereof (other than Sections 3.1, 3.2 and 3.3) that are qualified by materiality or by Material Adverse Effect shall be true and correct in all respects as of the date of this Agreement and the Closing Date, and the representations and warranties contained in Article III hereof (other than Sections 3.1, 3.2 and 3.3) that are not qualified by 109 materiality or by Material Adverse Effect shall be true and correct in all material respects as of the date of this Agreement and the Closing Date, except (i) to the extent such representations and warranties speak as of an earlier date, in which case they shall be so true and correct as of such date and (ii) in the case of the representations and warranties of DuPont contained in Article III hereof that are not qualified by Material Adverse Effect (other than Sections 3.1, 3.2 and 3.3), for any such failures to be true and correct in all material respects as would not, taken individually or in the aggregate with any inaccuracies of the other representations and warranties of DuPont contained in Article III, have or reasonably be expected to have a Material Adverse Effect.
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REPRESENTATIONS AND WARRANTIES OF DUPONT. DuPont hereby represents and warrants to Pioneer as follows:
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REPRESENTATIONS AND WARRANTIES OF DUPONT. DuPont represents and ---------------------------------------- warrants to WebbMD as follows:
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REPRESENTATIONS AND WARRANTIES OF DUPONT. DuPont hereby represents and warrants to Buyer and the Buyer Subs as follows:
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REPRESENTATIONS AND WARRANTIES OF DUPONT. DuPont represents and warrants to, and agrees with, each of the Underwriters that:
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REPRESENTATIONS AND WARRANTIES OF DUPONT. DuPont hereby represents and warrants to Buyer that, except as set forth in the Schedules to this Agreement delivered by DuPont with reference to the specific Section of this Agreement so qualified:
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Related to REPRESENTATIONS AND WARRANTIES OF DUPONT

  • 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 XXXXX Xxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF DEBTOR Debtor represents and warrants and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that:

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

  • 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 MSDW TRUST MSDW TRUST represents and warrants to the Fund that:

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