REPRESENTATIONS AND WARRANTIES OF PROGRESS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF PROGRESS. 7 3.1 Corporate Organization, Standing and Corporate Power............................................7 3.2 Capitalization, Subsidiaries and Affiliates.....................................................8 3.3 Authority; No Violation.........................................................................9 3.4 Consents and Approvals.........................................................................10 3.5 Financial Statements; Reports; Books and Records...............................................12 3.6 Loans; Transactions with Affiliates............................................................13 3.7 Broker's Fees..................................................................................14 3.8 Absence of Certain Changes or Events; Undisclosed Liabilities..................................14
Sample 1
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REPRESENTATIONS AND WARRANTIES OF PROGRESS. Progress, on behalf of itself and its wholly-owned subsidiary, Progress Bank, hereby makes the following representations and warranties to FleetBoston as set forth in this Article III, subject to the exceptions disclosed in writing in the Progress Disclosure Schedule (defined below) as of the date hereof, each of which is being relied upon by FleetBoston as a material inducement to enter into and perform this Agreement. All of the disclosure schedules of Progress referenced below and/or otherwise required of Progress pursuant to this Agreement, which disclosure schedules shall be cross-referenced to the specific sections and subsections of this Agreement and delivered herewith, are referred to herein as the "Progress Disclosure Schedule."
Sample 1
REPRESENTATIONS AND WARRANTIES OF PROGRESS. Except as set forth in the letter dated the date of this Agreement and delivered to Duke by Progress concurrently with the execution and delivery of this Agreement (the “Progress Disclosure Letter”) or, to the extent the qualifying nature of such disclosure is readily apparent therefrom and excluding any forward-looking statements, risk factors and other similar statements that are cautionary and non-specific in nature, as set forth in the Progress SEC Reports filed on or after January 1, 2009 and prior to the date hereof, Progress represents and warrants to Duke as follows:
Sample 1
REPRESENTATIONS AND WARRANTIES OF PROGRESS. On or prior to the date hereof, Progress has delivered to FPFI a memorandum (the “Progress Disclosure Memorandum”) setting forth items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof, or as an exception to one or more representations or warranties contained in Article 6, or as an exception to one or more of its covenants contained in Article 7; provided, that the mere inclusion of an item in the Disclosure Memorandum as an exception to a representation or warranty or covenant shall not be deemed an admission by Progress that such item was required to be disclosed therein. Except as Previously Disclosed, Progress hereby represent and warrant to FPFI as follows (for the purposes of this Agreement, except where the context requires otherwise, any reference to Progress in this Article 6 shall be deemed to include Progress and Progress Bank and any reference to material, Material Adverse Effect or a similar standard shall refer to the financial condition, operations or other aspects of Progress and its subsidiaries, including Progress Bank, taken as a whole):Progress hereby represents and warrants to FPFI as of the date hereof as follows:
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF PROGRESS

  • 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 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 XXXXX Xxxxx hereby represents and warrants to Amylin as of the Effective Date 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 SPAC SPAC hereby represents and warrants to the Company and each Shareholder as follows:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

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