REPRESENTATIONS AND WARRANTIES OF NORTHERN Sample Clauses

REPRESENTATIONS AND WARRANTIES OF NORTHERN. Northern hereby represents and warrants to AHIT, which representations and warranties shall be true and correct on the date hereof and at Closing.
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REPRESENTATIONS AND WARRANTIES OF NORTHERN. Northern hereby represents and warrants to Cowlitz and Cowlitz Bank as follows:
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REPRESENTATIONS AND WARRANTIES OF NORTHERN. NORTHERN makes the following representations and warranties to Seller as of the date hereof and as of the Effective Date:
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REPRESENTATIONS AND WARRANTIES OF NORTHERN. ‌ Northern represents and warrants to Prophecy as follows and acknowledges that Prophecy is relying upon such representations and warranties in connection with the entering into of this Agreement and the completion of the transactions contemplated hereby:
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REPRESENTATIONS AND WARRANTIES OF NORTHERN. Northern hereby represents ------------------------------------------ and warrants to LaTex as follows:
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REPRESENTATIONS AND WARRANTIES OF NORTHERN. Northern represents and warrants to Morris as follows:
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REPRESENTATIONS AND WARRANTIES OF NORTHERN. 12 3.1 Corporate Organization 12 3.2 Capitalization. 13 3.3 Authority; No Violation 14 3.4 Consents and Approvals 15 3.5 Reports 15 3.6 Financial Statements 15 3.7 Broker’s Fees 16 3.8 Absence of Certain Changes or Events. 16 3.9 Legal Proceedings. 17 3.10 Taxes. 17 3.11 Employee Benefit Plan Matters. 20 3.12 Regulatory Reports 21 3.13 Northern Information 21 3.14 Ownership of First Place Common Stock 21 3.15 Compliance with Applicable Law 21 3.16 Certain Contracts. 22 3.17 Agreements with Regulatory Agencies 23 3.18 Investment Securities 23 3.19 Intellectual Property 23 3.20 Undisclosed Liabilities 24 3.21 State Takeover Laws 24 3.22 Administration of Fiduciary Accounts 24 3.23 Environmental Matters 24 3.24 Derivative Transactions 25 3.25 Opinion 25 3.26 Assistance Agreements 25 3.27 Approvals 26 3.28 Loan Portfolio. 26 3.29 Mortgage Banking Business. 27 3.30 Properties 28 3.31 Labor and Employment Matters 29 3.32 Termination Benefits 29 3.33 Deposits 29 3.34 Required Vote; Antitakeover Provisions Inapplicable 29 3.35 Transactions With Affiliates 30 3.36 Insurance 30 3.37 Indemnification 30 3.38 Voting Agreements 30 3.39 CRA Rating 30 3.40 Disclosure 30 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF FIRST PLACE 31 4.1 Corporate Organization. 31 4.2 Capitalization 32 4.3 Authority; No Violation. 32 4.4 Consents and Approvals 34 4.5 Reports 34 4.6 Financial Statements 34 4.7 Broker’s Fees 35 4.8 Absence of Certain Changes or Events. 35 4.9 Legal Proceedings. 35 4.10 Taxes 36 4.11 Employee Benefit Plan Matters 36 4.12 SEC Reports 37 4.13 First Place Information 37 4.14 Ownership of Northern Common Stock 38 4.15 Compliance with Applicable Law 38 4.16 Certain Contracts 38 4.17 Agreements with Regulatory Agencies 38 4.18 Undisclosed Liabilities 39 4.19 Assistance Agreements 39 4.20 Approvals 39 4.21 Loan Portfolio. 39 4.22 Properties 40 4.23 Labor and Employment Matters 40 4.24 Intellectual Property 41 4.25 Administration of Fiduciary Accounts 41 4.26 Required Vote 41 4.27 Transactions With Affiliates 41 4.28 Insurance 41 4.29 Off-Balance Sheet Commitments 41 4.30 CRA Rating 41 4.31 Disclosure 42 ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS 42 5.1 Forbearances of Northern 42 5.2 Forbearances of First Place 46 ARTICLE VI ADDITIONAL AGREEMENTS 46 6.1 Reasonable Best Efforts 46 6.2 Stockholder Approval 47 6.3 Registration Statement. 47 6.4 Regulatory Filings. 48 6.5 Press Releases 48 6.6 Access; Information. 49 6.7 Affiliates 49 6.8 Acquisition Proposals 50 6...
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REPRESENTATIONS AND WARRANTIES OF NORTHERN. Prior to the date hereof, Northern has delivered to First Place a schedule setting forth, among other things, items, the disclosure of which, is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article III hereof or to one or more of its covenants contained in Article V hereof or additional agreements in Article VI hereof (“Northern Disclosure Schedules”). Northern represents and warrants to First Place and the Bank that each of the following representations and warranties in this Article III of this Agreement, which include and incorporate the exceptions set forth on the Northern Disclosure Schedules, are true and correct as of the date of this Agreement and as of the Closing Date, except to the extent such representations and warranties expressly are made as of specific date and time (in which case such representations and warranties will be true and correct as of such date and time):
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REPRESENTATIONS AND WARRANTIES OF NORTHERN. 14 4.1 Corporate Organization..........................................14 4.2 Capitalization..................................................14 4.3
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Related to REPRESENTATIONS AND WARRANTIES OF NORTHERN

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

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx 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 ALPS ALPS represents and warrants to the Fund that:

  • Representations and Warranties of Fund Each Fund represents and warrants to the Transfer Agent that:

  • Representations and Warranties of Xxxxxxxx Xxxxxxxx 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").

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