Representations and Warranties of ICE Sample Clauses

Representations and Warranties of ICE. ICE hereby represents and warrants for itself that—
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Representations and Warranties of ICE. Except as set forth in the disclosure letter, dated as of the date hereof, delivered to NYSE Euronext by ICE on or prior to entering into this Agreement (the “ICE Disclosure Letter”) and except as disclosed in any report, schedule, form, statement or other document of ICE filed with or furnished to the SEC prior to the date hereof and on or after December 31, 2008 and publicly available on the date hereof on XXXXX (collectively, the “ICE Reports”) (other than disclosures in the “Risk Factors” or “Forward Looking Statements” sections of any ICE Reports or any other disclosure in any ICE Report to the extent that such disclosure is predictive or forward-looking in nature), ICE hereby represents and warrants to NYSE Euronext as set forth in this Section 3.3.
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Representations and Warranties of ICE. 13 Section 3.1 Organization................................................................................14 Section 3.2 Capitalization..............................................................................14 Section 3.3
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Representations and Warranties of ICE. As a material inducement to NEOS to enter into this Agreement , except as set forth in the Disclosure Schedules delivered by ICE (the "ICE DISCLOSURE SCHEDULE") and ICE Sub (the "ICE SUB DISCLOSURE SCHEDULE") to NEOS prior to the execution of this Agreement, each section of which shall only qualify the representation or warranty in the correspondingly numbered Section of this Agreement, ICE and ICE Sub hereby represents and warrants to NEOS as follows:
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Representations and Warranties of ICE. ICE represents and warrants to Shareholder as follows:
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Representations and Warranties of ICE. Ice represents, warrants and covenants to the Company that:
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Representations and Warranties of ICE. As an inducement to the Company to enter into this Agreement and consummate the transactions contemplated hereby, ICE hereby represents and warrants to the Company as follows as of the date hereof and as of the Closing Date:
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Representations and Warranties of ICE. ICE represents and warrants to Corpas that the statements contained in this Article II are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the corresponding disclosure schedule accompanying this Agreement and initialed by the parties (the "ICE DISCLOSURE SCHEDULE").
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Related to Representations and Warranties of ICE

  • 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 ALPS ALPS represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to Amylin as of the Effective Date 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 Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • 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 COMPANY The Company hereby represents and warrants to each Purchaser as follows:

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