REPRESENTATIONS AND WARRANTIES OF PROTECTIVE Sample Clauses

REPRESENTATIONS AND WARRANTIES OF PROTECTIVE. Section 4.01. Organization 17 Section 4.02. Subsidiaries 17 Section 4.03. Capitalization 17 Section 4.04. Authorization; Board Approval; Voting Requirements 18 Section 4.05. Takeover Statutes; No Restrictions on the Merger 19 Section 4.06. Consents and Approvals; No Violations 19 Section 4.07. SEC Reports; Financial Statements 20 Section 4.08. Absence of Undisclosed Liabilities 21 Section 4.09. Proxy Statement 21 Section 4.10. Absence of Certain Changes 21 Section 4.11. Litigation 21 Section 4.12. Compliance with Laws 21 Section 4.13. Taxes 23 Section 4.14. Real Property 25 Section 4.15. Employee Benefit Plans and Related Matters; ERISA 25 Section 4.16. Employees; Labor Matters 27 Section 4.17. Intellectual Property 28 Section 4.18. Contracts 29 Section 4.19. Environmental Laws and Regulations 30 Section 4.20. Insurance Coverage 31 Section 4.21. Protective Insurance Subsidiaries 31 Section 4.22. Statutory Statements; Examinations 31 Section 4.23. Reinsurance 32 Section 4.24. Insurance Reserves; Actuarial Reports 32 Section 4.25. Insurance Contracts 33 Section 4.26. Distributors 33 Section 4.27. Separate Accounts 34 Section 4.28. Product Tax Matters 34 Section 4.29. Investment Assets 35 Section 4.30. Investment Advisers 35 Section 4.31. Broker-Dealers 36 Section 4.32. Excess Reserve Financing Arrangements 37 Section 4.33. Opinion of Financial Advisor 38 Section 4.34. Brokers 38 Section 4.35. No Other Representations or Warranties 38 ARTICLE V REPRESENTATIONS AND WARRANTIES OF DAI-ICHI AND MERGER SUB Section 5.01. Organization 38 Section 5.02. Merger Sub 38 Section 5.03. Authorization; Board Approval 39 Section 5.04. Consents and Approvals; No Violations 39 Section 5.05. Litigation 40 Section 5.06. Financing 40 Section 5.07. Ownership of Common Stock 40 Section 5.08. Proxy Statement 40 Section 5.09. Brokers 40 Section 5.10. No Other Representations or Warranties 41 ARTICLE VI COVENANTS OF PROTECTIVE Section 6.01. Operating Covenants 41 Section 6.02. Preparation and Mailing of Proxy Statement 44 Section 6.03. Stockholders Meeting; Recommendation 45 Section 6.04. Access to Information; Confidentiality 45 Section 6.05. Acquisition Proposals 46 Section 6.06. Release under Confidentiality Agreement; State Takeover Laws 49 Section 6.07. Section 16 of the Exchange Act 49 Section 6.08. Stockholder Litigation 49 Section 6.09. Cooperation 50 ARTICLE VII ADDITIONAL AGREEMENTS Section 7.01. Consents and Approvals 51 Section 7.02. Employee Matters 53 Section 7.03. Fees a...
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REPRESENTATIONS AND WARRANTIES OF PROTECTIVE. Except as otherwise disclosed in (a) the SEC Documents filed with the SEC and publicly available on the internet website of the SEC at least two Business Days prior to the date of this Agreement (excluding any portions of such SEC Documents that have been redacted and excluding any disclosure set forth in the sections titled “Risk Factors” or “forward-looking statements” or in any other section to the extent the disclosure is a forward-looking statement or cautionary, predictive or forward-looking in nature) or (b) the letter (the “Protective Disclosure Letter”) dated as of the date hereof and delivered to Dai-ichi by Protective with respect to this Agreement (it being understood that any information contained therein will qualify and apply to the representations and warranties in this Article IV to which the information is specifically stated as referring to and will qualify and apply to other representations and warranties in this Article IV to the extent that it is reasonably apparent upon reading such information that such disclosure also qualifies or is responsive to such other sections), except that no information set forth in the SEC Documents will qualify or apply to the representations and warranties set forth in Section 4.03, Section 4.04, Section 4.06(b) or Section 4.34), Protective represents and warrants to Dai-ichi and Merger Sub as follows:
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REPRESENTATIONS AND WARRANTIES OF PROTECTIVE. Protective hereby represents and warrants to BHC as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF PROTECTIVE

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

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

  • Representations and Warranties of Agent Agent represents and warrants that it is a corporation duly organized and existing and in good standing under the laws of the State of Missouri, that it is duly qualified to carry on its business in the State of Kansas and wherever its duties require, that it has the power and authority under laws and by its Articles of Incorporation and Bylaws to enter into this Shareholder Servicing Agreement and to perform the services contemplated by 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 XXXXXXX Xxxxxxx 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 the Parties Each of the Parties hereby represents and warrants to each of the other Parties as follows:

  • 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

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