REPRESENTATIONS AND WARRANTIES OF LMC Sample Clauses

REPRESENTATIONS AND WARRANTIES OF LMC. LMC represents and warrants to the Provider as follows:
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REPRESENTATIONS AND WARRANTIES OF LMC. LMC represents and warrants to Parent as of the date hereof and as of the Closing that:
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REPRESENTATIONS AND WARRANTIES OF LMC. AND LUVSG --------- LMC and LUVSG hereby, jointly and severally, make the following representations and warranties to TNCL and NPAL, it being understood and agreed that references herein to LUVSG's properties, assets or business or any of them shall in no event be construed as a representation or warranty with respect to Gemstar or any of its properties, assets or businesses, and no such representation or warranty is made:
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REPRESENTATIONS AND WARRANTIES OF LMC. Except as set forth in the LMC Disclosure Letter delivered by LMC to Parent prior to the execution of this Agreement, LMC hereby represents and warrants to Parent as follows:
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REPRESENTATIONS AND WARRANTIES OF LMC. 10 Section 4.1 Organization and Qualifications; Subsidiaries ........... 10 Section 4.2 Capitalization; No Liens ................................ 10 Section 4.3 Authority Relative to This Agreement .................... 11 Section 4.4 No Conflict; Required Filings and Consents .............. 11 Section 4.5 Absence of Certain Changes or Events .................... 13 Section 4.6 Litigation .............................................. 13 Section 4.7
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REPRESENTATIONS AND WARRANTIES OF LMC. 38 Section 5.1. Organization and Standing..............................38 Section 5.2. Corporate Power and Authority..........................38
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REPRESENTATIONS AND WARRANTIES OF LMC. LMC represents ------------------------------------- and warrants to AT&T that: (a) (i) LMC is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (ii) the execution and delivery of this Agreement by LMC and the consummation by LMC of the transactions contemplated hereby have been duly authorized by all necessary action on the part of LMC and no other proceedings on the part of LMC are necessary to authorize this Agreement or any of the transactions contemplated hereby, (iii) this Agreement has been duly executed and delivered by LMC and each Covered Entity and constitutes a valid and binding obligation of LMC and each Covered Entity, and, assuming this Agreement constitutes a valid and binding obligation of AT&T, is enforceable against LMC and each Covered Entity in accordance with its terms,
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REPRESENTATIONS AND WARRANTIES OF LMC. LMC represents ------------------------------------- and warrants to AT&T that (a) LMC is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by LMC and the consummation by LMC of the transactions contemplated hereby have been duly authorized by all necessary action on the part of LMC and no other proceedings on the part of LMC are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by LMC and each Covered Entity and constitutes a valid and binding obligation of LMC and each Covered Entity, and, assuming this Agreement constitutes a valid and binding obligation of AT&T, is enforceable against LMC and each Covered Entity in accordance with its terms, (d) neither the execution, delivery or performance of this Agreement by LMC constitutes a breach or violation of or conflicts with its certificate of incorporation or by- laws or any material agreement to which LMC is a party, (e) none of such material agreements would impair in any material respect the ability of LMC to perform its obligations hereunder and (f) this Agreement has been approved by a Required Majority (as defined in LMC's Certificate of Incorporation) of the members of the board of directors of LMC.
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REPRESENTATIONS AND WARRANTIES OF LMC. AND LTVGIA ---------- LMC and LTVGIA hereby, jointly and severally, make the following representations and warranties to TNCL and NPAL, it being understood and agreed that references herein to LTVGIA's properties, assets, liabilities, commitments or business or any of them shall in no event be construed as a representation or warranty with respect to Gemstar or any of its properties, assets, liabilities, commitments or businesses, and no such representation or warranty is made:
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Related to REPRESENTATIONS AND WARRANTIES OF LMC

  • 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 XXXXX Xxxxx hereby represents and warrants to Amylin as of the Effective Date 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 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 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 SELLER Seller hereby represents and warrants to Buyer that:

  • Representations and Warranties of Party B 5.1 Party B is the legal owner of the Equity Interest.

  • Representations and Warranties of Licensor Licensor represents and warrants to Licensee 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:

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