REPRESENTATIONS AND WARRANTIES WITH Sample Clauses

REPRESENTATIONS AND WARRANTIES WITH. Respect to the Membership Interests and the Partnerships.
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REPRESENTATIONS AND WARRANTIES WITH. RESPECT TO THE SELLER PARENT AND THE COMPANY GROUP 19 Section 4.1 Organization 19 Section 4.2 Authorization 20 Section 4.3 Capitalization 20 Section 4.4 Subsidiaries 21 Section 4.5 Absence of Restrictions and Conflicts 21 Section 4.6 Real Property 21 Section 4.7 Title to Assets; Related Matters 22 Section 4.8 Financial Statements 23 Section 4.9 No Undisclosed Liabilities 23 Section 4.10 Absence of Certain Changes 23 Section 4.11 Legal Proceedings 23 Section 4.12 Compliance with Law 23 Section 4.13 Company Contracts 24 Section 4.14 Tax Returns; Taxes 27 Section 4.15 Officers and Employees 28 Section 4.16 Company Benefit Plans 29 Section 4.17 Labor Relations 30 Section 4.18 Insurance Policies 30 Section 4.19 Environmental Matters 30 Section 4.20 Intellectual Property 32 Section 4.21 Transactions with Affiliates 32 Section 4.22 Undisclosed Payments 33 Section 4.23 Supplier Relations 33 Section 4.24 Notes and Accounts Receivable 33 Section 4.25 Licenses 34 Section 4.26 Ethical Practices 34 Section 4.27 Brokers and Finders 35 Section 4.28 Bank Accounts 35 Section 4.29 Seller Guarantees 35 Section 4.30 Solvency 35 Section 4.31 Disclosure 35
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REPRESENTATIONS AND WARRANTIES WITH. Respect to the company For purposes of this ARTICLE IV, the term “Seller” shall be construed to mean (x) each Seller, individually; and (y) all Sellers, collectively, unless context otherwise clearly indicates. As an inducement to Buyer to enter into this Agreement, the Company and the Sellers hereby, jointly and severally, represent and warrant to Buyer, as of the date of this Agreement and as of the Closing, that:
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REPRESENTATIONS AND WARRANTIES WITH. RESPECT TO THE PURCHASER Section 6.01. Organization...................................................................................... 11 Section 6.02.
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REPRESENTATIONS AND WARRANTIES WITH. Respect to the Property and --------------------------------------------------------------- Indemnitor. Indemnitor hereby makes the following representations and ----------- warranties as of the date hereof, as of the date of the Initial Closing and as of the date of the Final Closing with respect to the property set forth on Exhibit A hereto, including all personal property related thereto or to the --------- operation thereof (collectively, the "Property") and all property management agreements set forth on Exhibit B hereto (the "Corporate Assets"). Such --------- representations and warranties, other than those contained in Section 2.3 hereto, are deemed modified in full to the extent any specific statement of fact in the REIT's Registration Statement on Form S-ll (Registration No. 333 - [_____], as amended (the "Registration Statement")), conflicts with any similar statement of fact contained in such representations and warranties.
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REPRESENTATIONS AND WARRANTIES WITH. RESPECT TO SECTION 3.01(B)(I) OF THE SALE AND ASSIGNMENT AGREEMENT.
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Related to REPRESENTATIONS AND WARRANTIES WITH

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • 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 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 ALPS ALPS represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to the Company 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 XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx represents and warrants to the Company as follows:

  • Representations and Warranties of Client Client represents and warrants that:

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