REPRESENTATIONS AND WARRANTIES13 Sample Clauses

REPRESENTATIONS AND WARRANTIES13. SECTION 5.1REPRESENTATIONS AND WARRANTIES OF BUYER 13 SECTION 5.2REPRESENTATIONS AND WARRANTIES OF SELLER 14 ARTICLE VI COVENANTS AND POST-SIGNING ARRANGEMENT27 SECTION 6.1COVENANTS FOR THE INTERIM PERIOD 27 SECTION 6.2 THE REMAINING EQUITY INTEREST OF THE TARGET COMPANY 29 SECTION 6.3TRANSFER OF SAMUK 30 SECTION 6.4CARVE-OUT OF SHENZHEN MAXIMAL AND SHANGHAI MAXIMAL 30 SECTION 6.5INTERCOMPANY INDEBTEDNESS 31 SECTION 6.6RELATED AND THIRD PARTY GUARANTEES 31 SECTION 6.7ADOPTION OF COMPLIANCE CONTROL MEASURES 32 SECTION 6.8CERTAIN TAX MATTERS 33 SECTION 6.9EMPLOYMENT CONTRACTS 34 SECTION 6.10RESPONSIBILITIES TO FACILITATE THE CLOSING 34 SECTION 6.11TRANSACTION DOCUMENTS 34 SECTION 6.12LEASED LAND 35 SECTION 6.13EHS COVENANTS 35 SECTION 6.14 SELLER’S LETTER OF GUARANTEE 36 ARTICLE VII CLOSING36 SECTION 7.1CONDITIONS PRECEDENT TO CLOSING 36 SECTION 7.2CLOSING 38 VIII POST-CLOSING UNDERTAKINGS 39 SECTION 8.1ADJUSTMENT TO PURCHASE PRICE 39 SECTION 8.2NON-SOLICITATION 41 SECTION 8.3NON-COMPETITION 42 SECTION 8.4RELEASE OF ESCROW AMOUNT 42 SECTION 8.5ACQUISITION OF HYSTER-YALE SHANGHAI OPERATION 45 ARTICLE IX EXPENSES AND TAX45 SECTION 9.1EXPENSES AND TAX 45 ARTICLE X INDEMNITY AND LIABILITY45 SECTION 10.1INDEMNITY 45 SECTION 10.2DEFENSE AGAINST THIRD-PARTY CLAIMS 48 SECTION 10.3NO WAIVER 48 E XI APPLICABLE LAW AND DISPUTE RESOLUTION 48 SECTION 11.1APPLICABLE LAW 48 SECTION 11.2DISPUTE RESOLUTION 48 ARTICLE XII GENERAL PROVISIONS49 SECTION 12.1EFFECTIVENESS AND TERMINATION 49 SECTION 12.2AMENDMENT AND MODIFICATION OF THIS AGREEMENT 50 SECTION 12.3ASSIGNMENT AND SUCCESSION 50 SECTION 12.4SEVERABILITY 51 SECTION 12.5CONFIDENTIALITY 51 SECTION 12.6LANGUAGE 51 SECTION 12.7ENTIRE AGREEMENT 51 SECTION 12.8COUNTERPARTS 52 SECTION 12.9HEADINGS 52 SECTION 12.10FORCE MAJEURE 52 SECTION 12.11NOTICE 52
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REPRESENTATIONS AND WARRANTIES13. 2.1.Representations and Warranties13
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REPRESENTATIONS AND WARRANTIES13. Section 2.1 Existence; Authority; Enforceability13
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REPRESENTATIONS AND WARRANTIES13. Section 4.1Representations and Warranties of Both Parties. 13 Section 4.2Reserved. 13 ARTICLE V STANDSTILL14 Section 5.1Standstill 14 ARTICLE VI ADJUSTMENTS15
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Related to REPRESENTATIONS AND WARRANTIES13

  • 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 True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

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

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

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

  • Representations and Warranties by You You represent and warrant 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").

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