REPRESENTATIONS AND WARRANTIES OF THE USER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE USER. The User represents and warrants to MATC that:
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REPRESENTATIONS AND WARRANTIES OF THE USER. 22 12.1 Representations and Warranties 22 12.2 Timing of Warranties 24 12.3 Settlements of Royalties 24 12.4 Indemnity Against Claims for Royalties 24 13 INVOICING AND PAYMENT 24 13.1 Invoicing 24 13.2 Contents of Invoices 24 13.3 Multiple Invoices 25 13.4 Payment 25 13.5 Disputed Invoices 25 13.6 Interest on Disputed Amount 25 13.7 Incorrect Invoices 25 13.8 Default Interest 26 14 POSSESSION, RESPONSIBILITY AND TITLE 26 14.1 Control and Possession 26 14.2 No Interference 26 14.3 Title Transfer 26 14.4 Title Re-transfer 26 15 RECORDS AND INFORMATION 27
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE USER. 3.1 The User represents and warrants:
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE USER. 27 12.1 Representations and Warranties 27 12.2 Timing of Warranties 29 12.3 Settlements of Royalties 29 12.4 Indemnity Against Claims for Royalties 29 13 INVOICING AND PAYMENT 29 13.1 Invoicing 29 13.2 Contents of Invoices 30 13.3 Multiple Invoices 30 13.4 Payment 30 13.5 Disputed Invoices 31 13.6 Interest on Disputed Amount 31 13.7 Incorrect Invoices 31 13.8 Default Interest 32 14 POSSESSION, RESPONSIBILITY AND TITLE 32 14.1 Control and Possession 32 14.2 No Interference 32 14.3 Title Transfer 32 14.4 Title Re-transfer 32 15 RECORDS AND INFORMATION 32 15.1 Proper Books and Records 32 15.2 Independent Examination 33 15.3 Confidentiality of Information 33 16 TERMINATION 33 16.1 Default by the User 33 16.2 Effects of Termination by GGT 34 16.3 Subsequent Agreement Regarding Terminated Capacity 34 16.4 Additional Remedies 35 16.5 Default by the Owners 35 16.6 Effect of Termination 35 17 FORCE MAJEURE 36 17.1 Obligations will be Suspended 36 17.2 User Obliged to Pay Moneys 36 17.3 Notice of Force Majeure 36 17.4 Termination for Extended Force Majeure 37 18 LIABILITIES 37 18.1 Limitation of Liability 37 18.2 Direct Losses Only 38 18.3 Proximate Losses 38 18.4 Locations 39 18.5 Refunds and Credits 39 18.6 No Liability for Fault of Others 40 18.7 Each Limitation Separate 40 19 INSURANCES 40 19.1 Insurances to be Effected 40 19.2 Endorsements 41 19.3 Certificates of Currency 41 20 ASSIGNMENT AND TRANSFERS OF CAPACITY 41 20.1 Restriction on Assignment. 41 20.2 Owner’s Right to Assign 41 20.3 Deed of Covenant 41 20.4 GGT May Delegate and Assign 41 20.5 Owners May Assign Right to Payment. 42 20.6 Bare Transfer of Capacity 42 20.7 Transfer of Capacity other than a Bare Transfer of Capacity 43 20.8 Pipeline Capacity Notices and Public Register of Capacity 44 20.9 Security 45 21 CONFIDENTIAL INFORMATION 45 21.1 Restriction 45 21.2 Permitted Disclosure 45 21.3 Required Disclosure 46
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE USER. The User makes the following representations and warranties to each of the other parties hereto:
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE USER. The User represents and warrants that on the Closing Date:
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Related to REPRESENTATIONS AND WARRANTIES OF THE USER

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

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer hereby represents and warrants to the Seller as follows:

  • 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 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 Undersigned The undersigned hereby represents and warrants to and covenants with the Company that:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers hereby represent and warrant to the Sellers as follows:

  • 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 Party B 5.1 Party B is the legal owner of the Equity Interest.

  • 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").

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