REPRESENTATIONS AND WARRANTIES 55 Sample Clauses

REPRESENTATIONS AND WARRANTIES 55. SECTION 4.01. Representations and Warranties of the Borrower. 55
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REPRESENTATIONS AND WARRANTIES 55. Section 5.1 No Default 55 Section 5.2 Organization and Good Standing 55 Section 5.3 Authorization 55 Section 5.4 No Conflicts or Consents 55 Section 5.5 Enforceable Obligations 56 Section 5.6 Initial Financial Statements 56 Section 5.7 [Reserved] 56 Section 5.8 Full Disclosure 56 Section 5.9 Litigation 56 Section 5.10 Labor Disputes and Acts of God 56 Section 5.11 ERISA Plans and Liabilities 57 Section 5.12 Environmental and Other Laws 57 Section 5.13 Names and Places of Business 58 Section 5.14 Subsidiaries 58 Section 5.15 Government Regulation 58 Section 5.16 Insider 58 Section 5.17 Solvency 58 Section 5.18 [Reserved] 58 Section 5.19 Title to Properties; Licenses 59 Section 5.20 Regulation U 59 Section 5.21 Taxes 59 Section 5.22 Anti-Corruption Laws and Sanctions 59
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REPRESENTATIONS AND WARRANTIES 55. Section 11.1 Representations and Warranties of the Credit Parties 55 Section 11.2 Deemed Repetition 63 ARTICLE 12 COVENANTS 63 Section 12.1 Affirmative Covenants 63 Section 12.2 Negative Covenants 71 Section 12.3 Financial Covenants of the Borrower 75 ARTICLE 13 DEFAULT AND ENFORCEMENT 76 Section 13.1 Events of Default 76 Section 13.2 Rights upon Default and Event of Default 79 Section 13.3 Waiver of Default 79 ARTICLE 14 REMEDIES 80 Section 14.1 Remedies Cumulative 80 Section 14.2 Remedies Not Limited 80 Section 14.3 Set-Off 80 Section 14.4 Lender May Perform Covenants 81 ARTICLE 15 GENERAL PROVISIONS 81 Section 15.1 Assignment 81 Section 15.2 Amendments 82 Section 15.3 Notice 82 Section 15.4 Disruption of Postal Service 82 Section 15.5 Environmental Indemnity 82 Section 15.6 Further Assurances 83 Section 15.7 Judgment Currency 83 Section 15.8 Waivers 83 Section 15.9 Reimbursement of Expenses 84 Section 15.10 Governing Law 84 Section 15.11 Submission to Jurisdiction 84 Section 15.12 Waiver of Trial by Jury 84 Section 15.13 Counterparts 84 Section 15.14 Excluded Subsidiaries 85 Section 15.15 Entire Agreement 85 Section 15.16 Acknowledgement 85 SCHEDULES AND EXHIBITS SCHEDULE11.1(d) Business and Operations SCHEDULE 11.1(e) Approvals SCHEDULE 11.1(j) Litigation SCHEDULE 11.1(l) Taxes SCHEDULE 11.1(m) Equity Interests SCHEDULE 11.1(s) Intellectual Property SCHEDULE 11.1(t) Real Property and Locations of Collateral SCHEDULE 11.1(u)(i) Environmental Matters SCHEDULE 11.1(w) Material Contracts and Licences SCHEDULE 11.1(x) Existing Debt SCHEDULE 11.1(hh) Deposit Accounts SCHEDULE 12.1(4) Insurance SCHEDULE 12.2(8) Transactions with Affiliates EXHIBIT “A” Form of Borrowing Base Certificate EXHIBIT “B” Compliance Certificate (iii) EXHIBIT “C” Drawdown Notice EXHIBIT “D” Rollover/Conversion Notice EXHIBIT “E” Permitted Liens
Sample 1

Related to REPRESENTATIONS AND WARRANTIES 55

  • 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 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 by You You represent and warrant that:

  • 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 OF XXXXXX Xxxxxx 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").

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