Representations and Warranties of Terra Sample Clauses

Representations and Warranties of Terra. Terra Industries and BMC Holdings hereby jointly and severally represent and warrant to Methanex and acknowledge that Methanex is relying on the representations and warranties of Terra Industries and BMC Holdings in entering into this Agreement, that:
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Representations and Warranties of Terra. Terra represents and warrants to Vendor that:
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Representations and Warranties of Terra. 19 11.1. Corporate Status 19 11.2. Authority to Sell 19 11.3. No Conflicts 20 11.4. No Governmental Consents Required 20 11.5. Ownership and Good Title 20 11.6. Litigation 20 11.7. Contracts 20 11.8. Product/Inventory 20 11.9. Beaumont Facility 20 12. REPRESENTATIONS AND WARRANTIES OF METHANEX 20 12.1. Status 20 12.2. Authority to Purchase 21 12.3. No Conflicts 21 13. COVENANTS OF TERRA 21 14. CLOSING CONDITIONS 22 14.1. Fulfilment of Conditions in Favour of Methanex 22 14.2. Failure to Fulfil Conditions 22 14.3. Fulfilment of Conditions in Favour of Terra 22 14.4. Failure to Fulfil Conditions 23 15. DELIVERIES 23 15.1. Closing Deliveries by Terra 23 15.2. Closing Deliveries by Methanex 23 15.3. Closing Procedures 24
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Representations and Warranties of Terra. In order to induce GILLA to enter into this Agreement and to consummate the transactions contemplated by this Agreement, TERRA hereby represents and warrants as follows to and in favour of GILLA and acknowledge that GILLA is relying upon such representations and warranties in connection herewith:
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Representations and Warranties of Terra. 5.1 Corporate Organization...................................... 16 5.2 Capitalization.............................................. 16 5.3
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Representations and Warranties of Terra. Terra represents and warrants to the Company as follows:
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Representations and Warranties of Terra. Except as disclosed in Schedule 2 which is attached hereto and incorporated herein by reference, Terra hereby represents and warrants to Cypress that:
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Related to Representations and Warranties of Terra

  • REPRESENTATIONS AND WARRANTIES OF TARGET 8 2.1 Organization, Standing and Power................................ 8 2.2

  • 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 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 the Bank The Bank represents and warrants to the Fund that:

  • Representations and Warranties of the Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • 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 Parties Each of the parties to this Agreement hereby represents and warrants to each of the other parties of this Agreement, each of which is deemed to be a separate representation and warranty, as follows:

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

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