REPRESENTATIONS AND WARRANTIES OF THE BOROUGH Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE BOROUGH. Except as set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties (the “Disclosure Schedule”), which is attached as Exhibit H, the Borough represents and warrants to the Buyer that the statements contained in this Article II are correct and complete as of the date of this Agreement and as of the Closing Date. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered paragraphs contained in this Article II.
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REPRESENTATIONS AND WARRANTIES OF THE BOROUGH. Section 2.1. REPRESENTATIONS AND WARRANTIES OF THE BOROUGH 6 Section 2.2. DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES 11 Section 2.3. SURVIVAL OF REPRESENTATIONS AND WARRANTIES 11
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REPRESENTATIONS AND WARRANTIES OF THE BOROUGH. ..17 SECTION 8.2 REPRESENTATIONS AND WARRANTIES OF AES.................18 WATER SUPPLY AGREEMENT WATER SUPPLY AGREEMENT (this "AGREEMENT"), dated as of December 22, 1999, by and between AES Red Oak, L.L.C. ("AES") and the Borough of Sayreville (the "BOROUGH"). Both AES and the Borough are hereinafter sometimes referred to as a "PARTY" and, collectively as the "PARTIES."
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REPRESENTATIONS AND WARRANTIES OF THE BOROUGH. The Borough hereby represents and warrants to and for the benefit of AES as follows:
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REPRESENTATIONS AND WARRANTIES OF THE BOROUGH. (a) The Borough hereby represents and warrants to Purchaser as of the Execution Date and again as of the Closing Date that:
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REPRESENTATIONS AND WARRANTIES OF THE BOROUGH. 6 Deleted: 666 Section 2.1. REPRESENTATIONS AND WARRANTIES OF THE BOROUGH 6 Deleted: 111211
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REPRESENTATIONS AND WARRANTIES OF THE BOROUGH. The Borough represents and w xxxxxxx that:
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REPRESENTATIONS AND WARRANTIES OF THE BOROUGH. 30 (A) Existence and Powers 30 (B) Due Authorization and Binding Obligation 30 (C) No Conflict 30 (D) No Approvals Required 30 (E) No Litigation 30 (F) Claims and Demands 31 (G) Governm ental Approvals 31 (H) Applicable Law Com pliance 31 SECTION 2.2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 31 (A) Existence and Powers 31 (B) Due Authorization and Binding Obligation 31 (C) No Conflict 31 (D) No Approvals Required 32 Page (E) No Litigation 32 (F) Governm ental Approvals 32 (G) Applicable Law Com pliance 32 (H) Practicability of Performance 32 (I) Patents and Licenses 33 (J) Information Supplied by the Com pany and the Guarantor 33 ARTICLE III TERM SECTION 3.1. EFFECTIVE DATE AND TERM 34 ARTICLE IV APPROVAL PERIOD SECTION 4.1. COMPANY APPROVAL PERIOD RESPONSIBILITIES 35 (A) Obligation to Proceed 35 (B) Notice of Default 36 SECTION 4.2. BOROUGH APPROVAL PERIOD RESPONSIBILITIES 36 SECTION 4.3. COMMENCE MENT DATE CONDITIONS 37 (A) Commencement Date Conditions Defined 37 (B) Commencement Date Conditions for which Both Parties Have Responsibility 38
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Related to REPRESENTATIONS AND WARRANTIES OF THE BOROUGH

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

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

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Company that:

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

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS Each Buyer represents and warrants to the Sellers 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 Borrower The Borrower represents and warrants as follows:

  • 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 the Sponsor The Sponsor hereby represents and warrants to the Owner Trustee that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES (a) Each of the Companies represents and warrants that it is a life insurance company duly organized or existing and in good standing under applicable law and that each of its Accounts, prior to any issuance or sale of any Contracts by such Account and during the term of this Agreement, will be legally and validly established as a separate account pursuant to relevant state insurance law and either: (i) will be registered as a unit investment trust in accordance with the provisions of the 1940 Act; or (ii) will be exempt from such registration.

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