REPRESENTATIONS AND WARRANTIES WITH RESPECT TO Sample Clauses

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. THE ADMINISTRATOR, THE FUNDING AGENT AND THE CONDUIT PURCHASERS
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. CHAMFLORA, THE CHAMFLORA ASSETS AND IP IP represents and warrants to VCP that each of the following representations and warranties will be on the Closing Date, true and correct and in full force and effect:
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. RENTAL PROPERTY The Sellers make the following representations and warranties to the Administrative Agent, with respect to the Rental Property subject to a Transaction, that as of the Purchase Date for the purchase of Rental Property subject to a Transaction by the Administrative Agent, on behalf of Buyers, from a Seller and as of the date of this Agreement and any Transaction hereunder relating to the Rental Property is outstanding and at all times while the Program Agreements and any Transaction hereunder is in full force and effect. For purposes of this Schedule 1 and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to the Rental Property if and when the Sellers have taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Rental Property.
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. Omolon. (a) Omolon is a closed joint stock company duly ------ organized and validly existing under the laws of the Russian Federation and, as of the Closing, will be registered with all - 8 - relevant registration bodies in the Russian Federation and has full power to own the properties which it owns and proposes to own for the purposes of the Project and to carry out the business which it carries out and proposes to carry out for the purposes of the Project. Omolon has no subsidiaries.
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. THE BUYER PARTIES 26 4.1 Due Incorporation; Subsidiaries 26 4.2 Authority; Binding Nature of Agreement 26 4.3 Non-Contravention; Consents 26 4.4 Litigation 26 4.5 No Vote Required 26 4.6 Capitalization 26 4.7 Parent SEC Reports 27 ARTICLE 5 CERTAIN COVENANTS OF THE COMPANY 28 5.1 Access 28 5.2 Conduct of the Business of the Company 29 5.3 No Solicitation 31 5.4 Affiliated Transactions 31 5.5 Financing 31 5.6 Investigation Cooperation 33 ARTICLE 6 ADDITIONAL COVENANTS OF THE PARTIES 34 6.1 Regulatory Filings; Notices and Consents 34 6.2 Indemnification of Officers and Directors 36 6.3 280G Shareholder Approval 37 6.4 Disclosure; Confidentiality 38 6.5 Tax Matters 38 6.6 Notification of Certain Events 41 6.7 NYSE Listing 41 6.8 Cooperation; Efforts 41
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. THE ACQUIRED COMPANIES 10 2.1 Organization, Standing, Power and Subsidiaries 10 2.2 Capital Structure 11 2.3 Authority; Non-Contravention 12
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. THE ACQUIRED COMPANIES 27 4.1 Organization of the Acquired Companies 27
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. THE BANK OF AMERICA MORTGAGE LOANS ---------------------------------- REPRESENTATION 9 Mortgage Lien U Haul Portfolio (57367) Several of the Pro Forma Title Policies identify certain encroachments, however each such policy insures Lender against monetary loss by reason of the enforced removal of such encroachments. The United States Government has certain rights with respect to the Mortgaged Property located at 103530 Xxxxxxxx Xxx., Xxx Xxxxx, Xxxxxxx since all or a portion of such Mortgaged Property was artificially filled in land in what was formerly navigable waters. 369 Lexington Avenue (57999) Xxx Xxx Xxxxx Title Policy identifies certain encroachments, however such policy insures Lender against monetary loss by reason of the enforced removal of such encroachments.
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. PURCHASED MORTGAGE LOANS
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Related to REPRESENTATIONS AND WARRANTIES WITH RESPECT TO

  • 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 SELLER Seller hereby represents and warrants to Buyer 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 ALPS ALPS represents and warrants to the Fund that:

  • Representations and Warranties of MassMutual (a) MassMutual represents and warrants to the Sub-Adviser the following:

  • Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that:

  • 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 XXXXX Xxxxx hereby represents and warrants to Amylin as of the Effective Date that:

  • REPRESENTATIONS AND WARRANTIES OF NEWCO Newco represents and warrants to the Company as follows:

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

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