Representations and Warranties of the Canadian Sample Clauses

Representations and Warranties of the Canadian. Vendors with respect to the Aitec Business and the Aitec Subsidiaries The Canadian Vendors hereby jointly and severally represent and warrant, respectively, to the Canadian Purchaser, in respect of the Canadian Business and the Canadian Subsidiaries and to the US Purchaser in respect of the US Business and the US Subsidiaries, as set out in this Section 3.1 and acknowledge that the Purchasers are relying on such respective representations and warranties in connection with the respective transactions contemplated in this Agreement. The representations and warranties of the Canadian Vendors set out in this Section 3.1 are not assignable by either of the Canadian Purchaser or the US Purchaser to any other person, including any future purchaser of any part or all of the current Aitec Business from any one or more of the Canadian Purchaser or the US Purchaser.
Sample 1
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Representations and Warranties of the Canadian. Vendors with respect to the Canadian Vendors and the Canadian Holding Companies Each of the Canadian Vendors hereby represent and warrant to the Canadian Purchaser, on a joint and several basis, in respect of the Canadian Vendors and the Canadian Holding Companies, as set out in this Section 3.2 and acknowledge that the Canadian Purchaser is relying on such representations and warranties in connection with the transactions contemplated in this Agreement.
Sample 1

Related to Representations and Warranties of the Canadian

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

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES Each of the Companies represents and warrants to each Underwriter that:

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

  • Representations and Warranties of the Lender The Lender hereby represents and warrants to the Borrower as follows:

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

  • Representations and Warranties of the City The City makes the following representations and warranties:

  • Representations and Warranties of the Borrowers Each Borrower represents and warrants as follows:

  • Representations and Warranties of the Lenders In connection with the transactions provided for herein, each Lender hereby represents and warrants to the Company that:

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