REPRESENTATIONS AND WARRANTIES OF MGI Sample Clauses

REPRESENTATIONS AND WARRANTIES OF MGI. 44 2.4.1. Authorization...............................................44 2.4.2. No Violations; Consents and Approvals.......................45 2.4.3. Ownership...................................................45 2.4.4.
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REPRESENTATIONS AND WARRANTIES OF MGI. MGI hereby represents and warrants to the Stockholders and GS LP on the date hereof that the representations and warranties contained in this Section 2.4 are true and correct as of the date hereof, except to the extent that any such representation and warranty is expressly stated herein to be as of a date other than the date hereof, in which case such representation and warranty is true and correct as of such date, and in each case except as set forth in the section of the disclosure letter delivered by MGI to CERA Inc. and GS LP on or before the date of this Agreement (the "MGI Disclosure Letter") that corresponds to the subsection of this Agreement in respect of which such exception is being made.
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REPRESENTATIONS AND WARRANTIES OF MGI. 8 Section 3.01.
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REPRESENTATIONS AND WARRANTIES OF MGI. MGI represents and warrants to Parent and Acquisition that:
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REPRESENTATIONS AND WARRANTIES OF MGI. MGI represents and warrants to the Grantee that (A) the Parent is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (B) this Agreement has been duly authorized, executed and delivered by MGI and constitutes a valid and legally binding obligation of MGI, enforceable against MGI in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (C) upon exercise of the Option in accordance with the terms hereof, the Exercise LLC Units, when issued, delivered and paid for in accordance with the terms hereof and upon compliance with any applicable requirements of the LLC Agreement, will be duly and validly issued, and free and clear of any liens or encumbrances other than the restrictions on transfer set forth herein or in the LLC Agreement.
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REPRESENTATIONS AND WARRANTIES OF MGI. MGI represents and warrants to Discreet and Subco as follows:
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REPRESENTATIONS AND WARRANTIES OF MGI. Except as disclosed in the Disclosure Schedule attached as EXHIBIT 5 hereto (the "MGI DISCLOSURE SCHEDULE"), MGI hereby represents and warrants to Xxxxx that, as of the Effective Date:
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Related to REPRESENTATIONS AND WARRANTIES OF MGI

  • 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 XXXXX Xxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:

  • Representations and Warranties of RPS RPS represents and warrants to the Fund that:

  • Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that:

  • 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 XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to the Company and each Shareholder as follows:

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