REPRESENTATIONS AND WARRANTIES OF MDA Sample Clauses

REPRESENTATIONS AND WARRANTIES OF MDA. In order to induce Orbital and Acquisition to enter into this Agreement, MDA hereby represents and warrants as follows:
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REPRESENTATIONS AND WARRANTIES OF MDA. MDA hereby represents and warrants to ArthroCare that, as of the Effective Date: (a) it has the full corporate right, power, and authority to enter into this Agreement, grant all Intellectual Property rights, including all licenses, granted hereunder and perform the acts required of it hereunder; (b) its execution and delivery of this Agreement, and its performance of its obligations and duties hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; and (c) when executed and delivered by it, this Agreement will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms. Any warranty for the Products shall run directly from MDA to the customer, and pursuant to the warranty the customer shall return any allegedly defective Products to MDA. ArthroCare shall have no authority to accept any returned Products. MDA warrants that, at the time of shipment, the Products subject to this Agreement (i) shall conform to the Specifications; (ii) shall be free of defects in materials and workmanship from the date of shipment for the applicable period (the “Warranty Period”) set forth on the MDA invoice for such Products; and (iii) shall be manufactured in accordance with GMP. ArthroCare shall pass this limited warranty on to ArthroCare’s customers.
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REPRESENTATIONS AND WARRANTIES OF MDA. 50 8.1 Organization.................................................... 50 8.2 Authorization................................................... 50 8.3
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REPRESENTATIONS AND WARRANTIES OF MDA. MDA represents and warrants to the Vendor and Parent as follows and acknowledges and confirms that the Vendor is relying on such representations and warranties in connection with its sale of the Purchased Assets as of the date of execution of this Agreement and the Closing Date:
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REPRESENTATIONS AND WARRANTIES OF MDA. As an inducement to the Parent Parties to enter into this Agreement, MDA hereby represents and warrants to the Parent Parties as follows in each case except as set forth in the MDA Disclosure Letter (each of which exceptions shall specifically identify the relevant section hereof to which it relates):
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Related to REPRESENTATIONS AND WARRANTIES OF MDA

  • 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 MSDW TRUST MSDW TRUST represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period 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 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 SELLER Seller hereby represents and warrants to Buyer that:

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

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