Representations and Warranties of ION Sample Clauses

Representations and Warranties of ION. ION represents and warrants to Palm Beach I as follows:
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Representations and Warranties of ION. As a material inducement to the Lincoln parties to enter into this Agreement, and with the understanding that Lincoln will be relying thereon in consummating the Transactions, Ion MHC and Ion Bank, jointly and severally, hereby represent and warrant to Lincoln that, except as set forth in Ion’s Disclosure Schedules delivered by Ion to Lincoln on the date of this Agreement, the statements contained in this Article VI are true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, except for representations and warranties made as of a specific time, which shall be true and correct as of such time. Ion’s Disclosure Schedules are arranged in sections corresponding to the sections and subsections of this Article VI, and disclosure in one section of Ion’s Disclosure Schedules shall constitute disclosure for all sections of Ion’s Disclosure Schedules only to the extent to which the applicability of such disclosure is reasonably apparent. Except as set forth in the last sentence of this paragraph, no representation or warranty of Ion MHC and Ion Bank contained in this Article VI shall be deemed untrue or incorrect, and the Ion parties shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article VI, has had or reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material,” “materially,” “in all material respects,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 6.1 and 6.3, which shall be true and correct in all material respects.
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Representations and Warranties of ION. Except: as disclosed in the ION SEC Reports filed with or furnished to the SEC prior to the date of this Agreement (to the extent the qualifying nature of such disclosure is readily apparent from the content of such ION SEC Reports) excluding (i) disclosures referred to in “Forward-Looking Statements”, “Risk Factors” and any other disclosures therein to the extent they are generally predictive or cautionary in nature or related to forward-looking statements and (ii) any exhibits or other documents appended thereto (it being acknowledged that nothing disclosed in such ION SEC Reports will be deemed to modify or qualify the Fundamental Representations, Section 4.14 and Section 4.15), ION represents and warrants to the Company and Merger Sub as follows:
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Representations and Warranties of ION. ION hereby represents and warrants to Digi and Merger Sub that as of the Effective Time:
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Representations and Warranties of ION. ION represents and warrants to the Stockholders as follows: (a) ION is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement, (b) the execution and delivery of this Agreement has been duly and validly authorized by the board of directors and, no other corporate proceedings on the part of ION are necessary to authorize the execution, delivery and performance of this Agreement by ION, and (c) this Agreement constitutes the legal, valid and binding obligation of ION enforceable against ION in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.
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Related to Representations and Warranties of ION

  • Representations and Warranties of ALPS ALPS 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 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 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 XXXXX Xxxxx hereby represents and warrants to Amylin as of the Effective Date that:

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

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

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