REPRESENTATIONS AND WARRANTIES OF FIC Sample Clauses

REPRESENTATIONS AND WARRANTIES OF FIC. 25 4.1 Organization................................................................ 25 4.2 Acquisition Corporation Capital Structure................................... 25 4.3 Authority................................................................... 25 4.4
Sample 1
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REPRESENTATIONS AND WARRANTIES OF FIC. Except as contemplated by this Agreement, FIC represents and warrants to RMT and the Signing Holders as of the date hereof as follows:
Sample 1
REPRESENTATIONS AND WARRANTIES OF FIC. FIC represents and warrants to Adviser as follows: FIC is a business trust duly organized, validly existing, and in good standing under the laws of the State of Delaware. This Agreement constitutes the legal, valid, and binding obligation of FIC, enforceable against FIC in accordance with its terms. FIC has the absolute and unrestricted right, power, and authority to execute and deliver this and to perform its obligations under this Agreement. Neither the execution and delivery of this Agreement by FIC nor the performance of any of its obligations hereunder will give any person the right to prevent, delay, or otherwise interfere with the performance of such obligations pursuant to: any provision of FIC's Declaration of Trust or By-Laws; any resolution adopted by the board of trustees or the shareholders of FIC; any law, regulation or administrative or court order to which FIC may be subject; or any contract to which FIC is a party or by which FIC may be bound. FIC is not and will not be required to obtain any consent from any person in connection with the execution and delivery of this Agreement or the performance of any obligations hereunder. FIC is registered with the Securities and Exchange Commission ("SEC") as an investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act") and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed, except where the failure to be so licensed would not have a material adverse effect on its business. FIC has furnished to the Adviser true and complete copies of all the documents listed on Schedule 3 to this Agreement.
Sample 1
REPRESENTATIONS AND WARRANTIES OF FIC. On or prior to the date hereof, FIC has delivered to MBC a schedule (the "FIC Disclosure Schedule") setting forth, among other things, items the disclosure of which is necessary or appropriate as an exception to one or more representations or warranties contained in this Section 5 or to one or more of its covenants contained in Section 7 or which is otherwise disclosed pursuant to this Agreement; provided, that the mere inclusion of an item in the FIC Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by FIC that such item represents a material exception of fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on FIC (as defined below). The items set forth in the in the FIC Disclosure Schedule establish only those items that constitute an exception to a representation or warranty which constitutes, or is reasonably likely to result in, a Material Adverse Effect as to FIC. For the purpose of this Agreement, and in relation to FIC and the FIC Subsidiaries, a "Material Adverse Effect" means any effect that (i) is material and adverse to the financial condition, operations, business, assets, liabilities or prospects of FIC and the FIC Subsidiaries taken as a whole, or (ii) would materially impair the ability of FIC to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Mergers and the other transactions contemplated by this Agreement. Without limiting the foregoing, items, individually or in the aggregate, that have a negative financial effect of $2,700,000 or more shall be deemed to have a Material Adverse Effect. Material Adverse Effect shall not be deemed to include the impact of (a) changes in banking and similar laws of general applicability or interpretations thereof by courts or governmental authorities, (b) changes in generally accepted accounting principles or regulatory accounting requirements applicable to banks and their holding companies generally, (c) any modifications or changes to valuation policies and practices in connection with the Mergers or restructuring charges taken in connection with the Mergers, in each case in accordance with generally accepted accounting principles, (d) fees and expenses associated with the Mergers, including legal, accounting, investment banking and any expenses relating to litigation that may be filed to contest the Mergers and (e) acts of terr...
Sample 1
REPRESENTATIONS AND WARRANTIES OF FIC. On or prior to the date hereof, FIC has delivered to MBC a schedule (the "FIC Disclosure Schedule") setting forth, among other things, items the disclosure of which is necessary or appropriate as an exception to one or more representations or warranties contained in this Section 5 or to one or more of its covenants contained in Section 7 or which is otherwise disclosed pursuant to this Agreement; provided, that the mere inclusion of an item in the FIC Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by FIC that such item represents a material exception of fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on FIC (as defined below). The items set forth in the in the FIC Disclosure Schedule establish only those items that constitute an exception to a representation or warranty which constitutes, or is reasonably likely to result in, a Material Adverse Effect as to FIC.
Sample 1
REPRESENTATIONS AND WARRANTIES OF FIC. FIC represents and warrants to Adviser as follows:
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF FIC

  • 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 Fund Each Fund represents and warrants to the Transfer Agent that:

  • 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 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 Vendor Vendor hereby represents and warrants to Purchaser that:

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund 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").

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