REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER Sample Clauses

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. ISG and Buyer hereby, jointly and severally, represent and warrant to Sellers as follows:
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. Buyer hereby represents and warrants to Seller as of the date hereof as follows:
Sample 1Sample 2
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. Buyer hereby represents and warrants to, and covenants and agrees with, the Company as follows:
Sample 1Sample 2
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. Buyer hereby represents and warrants to Seller that the statements contained in this Article IV are true and correct, except as set forth in the Buyer Disclosure Schedules numbered to correspond to the Section of this Article IV to which such exception relates.
Sample 1Sample 2
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. Buyer hereby represents and warrants to, and covenants and agrees with, the Sellers as follows:
Sample 1
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. 20 5.1 Organization, Good Standing, and Authority of Buyer 20 5.2 No Conflicts 21 5.3 Litigation 21 5.4 Broker’s or Finder’s Fees 21 5.5 Investment Intent 21 5.6 Sufficiency of Funds 22 5.7 Independent Evaluation 22 5.8 Business Investigation; Disclaimer Regarding Projections 22 5.9 No Other Representations and Warranties 23 ARTICLE VI COVENANTS 23 6.1 Books and Records 23 6.2 Tax Matters 24 6.3 Employees 25 6.4 Fees and Expenses 27 6.5 Retention of Records by Seller 27 6.6 Public Announcements 28 6.7 Release 28 6.8 Certain Buyer Restrictions 29 6.9 Use of Nine Energy Marks 30 6.10 Certain Restrictions 31 6.11 Occurrence-Based Insurance Arrangements 33 6.12 [***] AR 33 ARTICLE VII CLOSING 34 7.1 Time and Place of Closing 34 7.2 Deliveries at the Closing 34 ARTICLE VIII INDEMNIFICATION 36 8.1 Survival 36 8.2 Indemnities of Seller 36 8.3 Indemnities of Buyer 39 8.4 Claim Procedures 40 8.5 Calculation, Timing, Manner, Characterization and Source of Indemnification Payments 40 8.6 Mitigation of Damages 41 8.7 Recovery 41 8.8 Reliance 41 8.9 Control of Third Person Claims 41 8.10 Exclusive Remedy 42 8.11 Limitation on Damages 43 8.12 Bold or Capitalized Letters 44 8.13 Disclaimer 44 ARTICLE IX MISCELLANEOUS PROVISIONS 46 9.1 Assignment 46 9.2 Amendments and Waiver 46 9.3 Entire Agreement 46
Sample 1
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. As of the Closing Date (except with respect to those representations and warranties that are expressly made as of a specific date, which are made only as of such specific date), Buyer represents and warrants to Seller as follows:
Sample 1
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. 39 Section 4.1. Organization, Standing and Power 39 Section 4.2. Authority 39 Section 4.3. Noncontravention; Governmental Approval 39 Section 4.4. Brokers and Other Advisors 40 Section 4.5. Parent Common Stock. 40 ARTICLE V COVENANTS 40 Section 5.1. Subsequent Actions 40 Section 5.2. Public Announcements 41 Section 5.3. FIRPTA Certificate 41 Section 5.4. Taxes 41 Section 5.5. Non-Competition; Non-Solicitation; Non-Interference 41 Section 5.6. Transferred Employees 43 Section 5.7. Financing Efforts. 43 Section 5.8. Regulatory and Other Authorizations; Notices and Consents 44 Section 5.9. Reserved 44 Section 5.10. Reserved 44 Section 5.11. Reserved 44 Section 5.12. Reserved 44 Section 5.13. Name Change 44 Section 5.14. Reserved 44 Section 5.15. Post-Closing Cooperation 45 Section 5.16. Parent Guarantee 45 ARTICLE VI INDEMNIFICATION 45 Section 6.1. Escrow Fund 45 Section 6.2. Survival 45 Section 6.3. Indemnification by Seller and the Shareholder 46 Section 6.4. Indemnification by Buyer 47 Section 6.5. Escrow Period; Release of Escrow Fund 47 Section 6.6. Claims Upon the Escrow Fund 48 Section 6.7. Notification of Claims 48 Section 6.8. Additional Indemnification Provisions 49
Sample 1

Related to REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER

  • REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER The Purchaser hereby represents and warrants that, as of the Closing Date:

  • Representations and Warranties of MSDW TRUST MSDW TRUST 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 the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

  • 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 Purchaser The Purchaser hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer that:

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

  • 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 XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

Time is Money Join Law Insider Premium to draft better contracts faster.