Representations and Warranties of HPS Sample Clauses

Representations and Warranties of HPS. HPS represents and warrants to Sykes the following, as of the execution date of this Agreement and as of the Closing Date:
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Representations and Warranties of HPS. HPS hereby represents and warrants that:
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Representations and Warranties of HPS. HPS hereby represents and warrants to the Company as follows:
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Representations and Warranties of HPS. HPS represents and warrants to EE that the statements contained in this Section 9 are correct and complete as of the date hereof and will be correct and complete as of the Closing Date.
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Representations and Warranties of HPS. HPS hereby represents and warrants to HCC as follows (effective as of the date of this Agreement and the Closing Date):
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Representations and Warranties of HPS. HPS represents and warrants to HRM that: (i) HPS has duly authorized by all necessary corporate action the execution and delivery of this Agreement and the other acts contemplated herein; (ii) HPS has duly executed and delivered this Agreement; (iii) this Agreement constitutes the valid and binding obligation of HPS; (iv) HPS is an "accredited investor" within the meaning under the Securities act of 1933 (the "Act") and is purchasing the shares for investment for an indefinite period; (v) HPS has received copies of HRM's proxy statement for its 1996 Annual Meeting, Form 10-K for its 1996 fiscal year, Forms 10-Q for the first two quarters of its 1997 fiscal year and such other SEC filings and HRM documents as were delivered to HPS pursuant to the Merger Agreement or the Nondisclosure and Confidentiality Agreement entered into prior thereto; (vi) HPS understands that the Shares it is purchasing are characterized as "restricted shares" under the federal securities laws and that such Shares may not be resold without registration or exemption therefrom; (vii) HRM has no obligation to register the Shares for resale other than as provided in Section 12 below; and (viii) the certificates representing the Shares will contain a legend substantially to the following: "The securities represented by this certificate have not been registered under either the Securities Act of 1933 or applicable state securities laws and may not be sold, transferred, signed, offered, pledged or otherwise distributed for value unless there is an effective registration under the Act and such laws covering such securities, or the Company receives an opinion of counsel acceptable to the Company that such registration is not required."
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Representations and Warranties of HPS. HPS hereby makes the following representations and warranties for the benefit of Manager as of the Effective Date, and acknowledges that Manager is relying upon such representations and warranties in entering into this Agreement:
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Related to Representations and Warranties of HPS

  • 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 ALPS ALPS 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 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 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 SPAC SPAC hereby represents and warrants to the Company and each Shareholder as follows:

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

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