REPRESENTATIONS AND WARRANTIES OF THE ESOP Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE ESOP. The ESOP hereby represents and warrants to the Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF THE ESOP. The ESOP, as of the date hereof, represents and warrants as follows:
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REPRESENTATIONS AND WARRANTIES OF THE ESOP. The ESOP represents and warrants to the other Parties that (a) it is an employee stock ownership plan qualified under section 401(a) of the Internal Revenue Code and as defined in section 4975(e)(7) of the Internal Revenue Code and (b) is authorized to execute, deliver, and perform its obligations under this Agreement.
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REPRESENTATIONS AND WARRANTIES OF THE ESOP. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, the Trustee, on behalf of the ESOP, hereby represents and warrants to Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF THE ESOP. The ESOP represents and warrants to the Parent and the Acquisition Sub that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date. The ESOP makes no representations or warranties, express or implied, other than those set forth herein.
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REPRESENTATIONS AND WARRANTIES OF THE ESOP. To induce Xxxxxxxxx and Kirkhill to enter into and perform this Agreement, and except as is otherwise set forth in the Disclosure Memorandum executed concurrently herewith and attached hereto and made a part hereof, which exceptions shall specifically identify the paragraph or paragraphs of this Article IV to which such exceptions relate, and which shall constitute in its entirety a representation and warranty under this Article IV, the ESOP represents and warrants to Xxxxxxxxx and Kirkhill as of the date of this Agreement and as of the Closing as follows in this Article IV.
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REPRESENTATIONS AND WARRANTIES OF THE ESOP. 5.1 Organization and Standing 5.2 Authorization; Enforceability
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REPRESENTATIONS AND WARRANTIES OF THE ESOP. The ESOP represents and warrants to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF THE ESOP. 28 3.1 Organization 28 3.2 Authority Relative to this Agreement; No Violation 28 3.3 Conflicts, etc 28 3.4 Title 29 3.5 Investigations; Litigation 29 3.6 Legal Counsel 29 3.7 Disclosure Materials 29 3.8 No Brokers 29 3.9 Excise Taxes 29 3.10 Full Disclosure 30 ARTICLE IV.
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Related to REPRESENTATIONS AND WARRANTIES OF THE ESOP

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

  • Representations and Warranties of the Employee The Employee represents and warrants to the Company as follows:

  • Representations and Warranties of the Fund The Fund represents and warrants to the Transfer Agent 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 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 Funds 12.1 Each Fund represents and warrants to the Transfer Agent that:

  • REPRESENTATIONS AND WARRANTIES OF THE TARGET Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, the Target represents and warrants to Parent that the statements contained in this ARTICLE III are true and correct as of the date hereof.

  • Representations and Warranties of the Executive The Executive represents and warrants to the Company 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

  • 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:

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