REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE Sample Clauses

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE. COLLATERAL Grantor represents and warrants to Lenders that:
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE. ACQUIRED COMPANIES Except as set forth in the corresponding sections or subsections of the Disclosure Schedules attached hereto (collectively, the “Disclosure Schedules”) (each of which shall qualify only the specifically identified sections or subsections hereof to which such Disclosure Schedule relates and any other section or subsections where it is readily apparent on the face of such disclosure that such disclosure is applicable to such other section or subsection and shall not qualify any other provision of this Agreement or any Related Agreement), the Sellers jointly and severally represent and warrant to Acquiror as of the date hereof as follows: 4.1
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE. ADMINISTRATIVE AGENT, THE MANAGING AGENTS AND THE PURCHASERS.............19
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE. ADMINISTRATIVE AGENT, THE MANAGING AGENTS AND THE PURCHASERS The Administrative Agent, each Managing Agent (on behalf of itself and on behalf of the related Conduit Purchasers) and the Committed Purchasers hereby make the following representations and warranties to RCFC and DTAG, as of the Series 2000-1 Closing Date (in the case of the Administrative Agent and the Bank One Ownership Group) and as of each Advance Date (in the case of the Administrative Agent, the Managing Agents and each Ownership Group, provided that no Managing Agent or Committed Purchaser shall be deemed to make any representation and warranty as to any Advance Date which occurred prior to the time that it became a Managing Agent or a Committed Purchaser), and RCFC and DTAG shall be deemed to have relied upon such representations and warranties in entering into this Agreement and in consummating the transactions contemplated by this Agreement (including each issuance of the Series 2000-1 Notes).
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE. TARGET COMPANIES ‌ 16 Section 4.1 Organization ‌ 16 Section 4.2 Power and Authorization ‌ 17 Section 4.3 Authorization of Governmental Authorities ‌ 17 Section 4.4 Noncontravention ‌ 17 Section 4.5 Capitalization ‌ 17 Section 4.6 Financial Matters ‌ 18 Section 4.7 Absence of Certain Developments ‌ 18 Section 4.8 No Undisclosed Liabilities ‌ 18 Section 4.9 Real Property. ‌ 18 Section 4.10 Intellectual Property; Privacy and Information Security. ‌ 20 Section 4.11 Permits. ‌ 21 Section 4.12 Tax Matters. ‌ 22 Section 4.13 Employee Benefit Plans ‌ 23 Section 4.14 Contractual Obligations ‌ 25 Section 4.15 Related Party Transactions ‌ 27 Section 4.16 Labor Matters ‌ 27 Section 4.17 Litigation; Governmental Orders ‌ 27 Section 4.18 Compliance with Law ‌ 27
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE. SELLER ‌ 33 Section 5.1 Organization ‌ 33 ​ ​ i Section 5.2 Authority ‌ 33 Section 5.3 No Conflict ‌ 33 Section 5.4 Consents ‌ 33 Section 5.5 Ownership of Purchased Shares ‌ 33 Section 5.6 Litigation ‌ 34 Section 5.7 No Brokers ‌ 34 Section 5.8 Disclaimer of Other Representations and Warranties ‌ 34
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Related to REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE

  • Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund 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 SELLER Seller hereby represents and warrants to Buyer that:

  • 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 NEWCO Newco represents and warrants to the Company 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 MassMutual (a) MassMutual represents and warrants to the Sub-Adviser the following:

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

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

  • Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

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