Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 4 contracts
Samples: Merger Agreement (Apricus Biosciences, Inc.), Merger Agreement (Synlogic, Inc.), Merger Agreement (Mirna Therapeutics, Inc.)
Accuracy of Representations. The Company Fundamental (a) Each of the Parent Designated Representations shall have been true accurate in all material respects as of the date of this Agreement and correct shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Parent Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the representations and warranties of Parent and Merger Sub (other than the Parent Designated Representations) shall have been accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent for any such representations and warranties are specifically made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date; provided, excepthowever, in each case, that: (xi) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, warranties as of the foregoing dates: (A) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) any update of or modification to the Company Parent Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded); and (ii) any inaccuracies in such representations and warranties will be disregarded if all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Parent Material Adverse Effect.
Appears in 4 contracts
Samples: Merger Agreement (TEKMIRA PHARMACEUTICALS Corp), Merger Agreement (TEKMIRA PHARMACEUTICALS Corp), Merger Agreement (Allos Therapeutics Inc)
Accuracy of Representations. The representations and warranties of the Company in this Agreement (other than the Fundamental Representations (as defined below)) (as such representations and warranties would read, solely for purpose of this section, without any qualifications as to materiality or Material Adverse Effect included therein) shall have been true accurate as of the date of this Agreement and correct as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those representations and warranties that address matters only as of a particular date or only with respect to a specified period of time, that need only be accurate as of such particular date or with respect to such specified period), except where the failure of such representations and warranties to be accurate, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The representations and warranties of the Company contained in Sections 3.1, 3.3 (other than Section 3.3(e)), and 3.24 (collectively, the “Fundamental Representations”) that do not contain materiality or Material Adverse Effect qualifications therein shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications and that address matters only as of a particular date or only with respect to a specified period of time, that need only be accurate in all material respects as of such particular date or with respect to such specified period). The Fundamental Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate in all respects as of the date of this Agreement and shall be true and correct as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, exceptother than, in each case, (x) for such inaccuracies which are de minimis, individually those Fundamental Representations that contain materiality or in the aggregate or (y) for those representations Material Adverse Effect qualifications and warranties which that address matters only as of a particular date (which representations and warranties shall have been true and corrector only with respect to a specified period of time, subject to the qualifications as set forth in the preceding clause (x), that need only be accurate as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date or with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure respect to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregardedspecified period).
Appears in 4 contracts
Samples: Merger Agreement (NCR Corp), Merger Agreement (Retalix LTD), Merger Agreement (Retalix LTD)
Accuracy of Representations. The Company Fundamental Representations (a) Without limiting the effect or independence of the condition set forth in Section 7.1(b), the representations and warranties of Parent and Merger Sub contained in this Agreement shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties which are specifically expressly stated to be made as of a particular an earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, that for the purposes of determining the accuracy of such representations and warranties, any update warranties each of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement following shall be disregarded: (i) any "Material Adverse Effect" qualification or any other materiality qualifications contained in such representations and warranties, (ii) any inaccuracy that does not, together will all other inaccuracies, have a Parent Material Adverse Effect, (iii) any inaccuracy that results from general business or economic conditions, (iv) any inaccuracy that results from conditions generally affecting the industry in which Parent or Parent's Subsidiaries competes, (v) any inaccuracy that results from the announcement or pendency of the Merger or any of the transactions contemplated hereby, and (vi) any inaccuracy that results from or relates to the taking of any action contemplated by this Agreement.
(b) Without limiting the effect or independence of the condition set forth in Section 7.1(a), the representations and warranties of Parent and Merger Sub contained in this Agreement (except to the extent such representations and warranties which are expressly stated to be made as of an earlier date, which shall be true and correct in all respects as of such date) shall be accurate in all respects as of the Closing Date, it being understood that for the purposes of determining the accuracy of such representations and warranties each of the following shall be disregarded: (i) any "Material Adverse Effect" qualification or any other materiality qualifications contained in such representations and warranties, (ii) any inaccuracy that does not, together with all other inaccuracies, have a Parent Material Adverse Effect, (iii) any inaccuracy that results from general business or economic conditions, (iv) any inaccuracy that results from conditions generally affecting the industry in which Parent or Parent's Subsidiaries competes, (v) any inaccuracy that results from the announcement or pendency of the Merger or any of the transactions contemplated hereby, and (vi) any inaccuracy that results from the taking of any action contemplated by this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Cypros Pharmaceutical Corp), Merger Agreement (Cypros Pharmaceutical Corp), Merger Agreement (Ribogene Inc / Ca/)
Accuracy of Representations. The (a) Each of the Company Fundamental Designated Representations shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct accurate in all material respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent for any such representations and warranties are specifically made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all material respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date; provided, excepthowever, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, warranties as of the foregoing dates: (i) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the representations and warranties of the Company (other than the Company Designated Representations) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all respects as of such date); provided, however, that: (i) for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (A) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded; and (ii) any inaccuracies in such representations and warranties will be disregarded if all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Merger Agreement (TEKMIRA PHARMACEUTICALS Corp), Merger Agreement (TEKMIRA PHARMACEUTICALS Corp), Merger Agreement (Allos Therapeutics Inc)
Accuracy of Representations. The Company Fundamental (a) Each of the Parent Designated Representations shall have been true accurate in all material respects as of the date of this Agreement and correct shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, all materiality qualifications limiting the scope of such representations and warranties shall be disregarded.
(b) Each of the representations and warranties of Parent and Merger Sub (other than the Parent Designated Representations) shall have been accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent for any such representations and warranties are specifically made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date; provided, excepthowever, in each case, that: (xi) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update warranties as of or modification to the Company Disclosure Schedule made or purported to have been made after foregoing dates all materiality qualifications limiting the date scope of this Agreement such representations and warranties shall be disregarded); and (ii) any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Parent Material Adverse Effect.
Appears in 4 contracts
Samples: Merger Agreement (Opnext Inc), Merger Agreement (Oclaro, Inc.), Agreement and Plan of Merger and Reorganization (Bookham, Inc.)
Accuracy of Representations. The Company Fundamental Representations (i) Each of the representations and warranties of Parent and Acquisition Sub contained in this Agreement, other than the representations and warranties contained in Section 4.01 (Organization; Good Standing), Section 4.02 (Corporate Power; Enforceability), Section 4.06 (Parent Capitalization), Section 4.07 (Subsidiaries) and Section 4.27 (Brokers) shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and accurate in all respects as of the Closing Date with the same force and effect Charter Effective Time as if made on as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such date (earlier date), except to the extent that any inaccuracies in such representations and warranties are specifically made as of a particular datewill be disregarded if the circumstances giving rise to all such inaccuracies, in which case the aggregate, do not constitute, and would not reasonably be expected to have, a Parent Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Parent Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be true disregarded.
(ii) Each of the representations and correct warranties contained in Section 4.01 (Organization; Good Standing), Section 4.02 (Corporate Power; Enforceability), Section 4.07 (Subsidiaries), and Section 4.27 (Brokers) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Charter Effective Time as if made as of the Charter Effective Time (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date). The Company Capitalization Representations ; provided, however, that, for purposes of determining the accuracy of such representations and warranties all materiality qualifications and other similar qualifications (including any Parent Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded.
(iii) Each of the representations and warranties contained in Section 4.06 (Parent Capitalization) shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and accurate in all respects as of the Closing Date with the same force and effect Charter Effective Time as if made on as of the Charter Effective Time (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except, except that any inaccuracies in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations will be disregarded if they are de minimis in nature and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)amount.
Appears in 3 contracts
Samples: Merger Agreement (Brookfield Property Partners L.P.), Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (GGP Inc.)
Accuracy of Representations. The Company Each of the Check-Cap Fundamental Representations shall have been true accurate and correct complete in all material respects (without giving effect to any references therein to any Check-Cap Material Adverse Effect or other materiality qualifications) as of the date of this Agreement and shall be true accurate and correct complete on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true accurate and correct complete as of such date). The Company Check-Cap Capitalization Representations shall have been true accurate and correct in all respects complete as of the date of this Agreement and shall be true accurate and correct complete on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (xa) for such inaccuracies which are de minimis, individually or in the aggregate or (yb) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true accurate and correctcomplete, subject to the qualifications as set forth in the preceding clause (xa), as of such particular date). The representations and warranties of the Company Check-Cap contained in this Agreement (other than the Company Check-Cap Fundamental Representations and the Company Check-Cap Capitalization Representations) shall have been true accurate and correct complete as of the date of this Agreement and shall be true accurate and correct complete on and as of the Closing Date with the same force and effect as if made on the Closing Date except (ai) in each case, or in the aggregate, where the failure to be so true accurate and correct complete would not reasonably be expected to have a Company Check-Cap Material Adverse Effect (without giving effect to any references therein to any Company Check-Cap Material Adverse Effect or other materiality qualifications), ) or (bii) for those representations and warranties which address matters only as of a particular date (which representations shall have been true accurate and correctcomplete, subject to the qualifications as set forth in the preceding clause (ai), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Check-Cap Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 3 contracts
Samples: Business Combination Agreement (Check-Cap LTD), Business Combination Agreement (Check-Cap LTD), Business Combination Agreement (Check-Cap LTD)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 3 contracts
Samples: Merger Agreement (BioPharmX Corp), Merger Agreement (Versartis, Inc.), Merger Agreement
Accuracy of Representations. The Company Fundamental (a) Each of the Parent Designated Representations shall have been true and correct be accurate in all material respects as of the date of this Agreement and shall be true and correct Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent for any such representations and warranties are specifically made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all material respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date; provided, excepthowever, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates, (i) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded, and (ii) unless the Company shall have otherwise consented, any update of or modification to the Company Parent Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the representations and warranties of Parent and Merger Sub (other than the Parent Designated Representations) shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all respects as of such date); provided, however, that: (i) for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (A) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) unless the Company shall have otherwise consented, any update of or modification to the Parent Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded; and (ii) any inaccuracies in such representations and warranties will be disregarded if all such inaccuracies (considered collectively) do not constitute, and would not have, a Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Tetraphase Pharmaceuticals Inc), Merger Agreement (Acelrx Pharmaceuticals Inc), Merger Agreement (La Jolla Pharmaceutical Co)
Accuracy of Representations. The Company Fundamental Representations (a) All of Sellers' representations and warranties in this Agreement (considered collectively), and each of such representations and warranties (considered individually), shall (i) have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as hereof, except that if made on and as of such date (except to the extent any such representations and warranties are specifically expressly made as of a particular datedate or a particular time period, in which case such representations and warranties shall have been true and correct in all material respects as of that particular date or time period and (ii) be true and correct in all respects as of the Closing Date, except that if any such daterepresentations and warranties are expressly made as of a particular date or a particular time period, such representations and warranties shall have been true and correct in all material respects as of that particular date or time period.
(b) All of Company's representations and warranties in this Agreement (considered collectively). The Company Capitalization Representations , and each of such representations and warranties (considered individually), shall (i) have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as hereof, except that if made on and as of any such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only are expressly made as of a particular date (which or a particular time period, such representations and warranties shall have been true and correct, subject to the qualifications as set forth correct in the preceding clause (x), all material respects as of that particular date or time period and (ii) be true and correct in all respects as of the Closing Date, except that if any such particular date). The representations and warranties are expressly made as of the Company contained in this Agreement (other than the Company Fundamental Representations a particular date, such representations and the Company Capitalization Representations) warranties shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such that particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 3 contracts
Samples: Purchase Agreement (Atlas Industries Holdings LLC), Purchase Agreement (Atlas Industries Holdings LLC), Purchase Agreement (Atlas Industries Holdings LLC)
Accuracy of Representations. (a) The Company Fundamental Representations representations and warranties of Parent and Merger Sub contained in this Agreement that are qualified by "Material Adverse Effect" or otherwise qualified as to materiality shall have been true and correct accurate in all respects as of the date of this Agreement, except for any such representations and warranties made as of a specific date, which shall have been accurate in all respects as of such date.
(b) The representations and warranties of Parent and Merger Sub contained in this Agreement that are not qualified by "Material Adverse Effect" or otherwise qualified as to materiality shall have been accurate in all material respects as of the date of this Agreement, except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date.
(c) The representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct on and accurate in all respects as of the Closing Date with the same force and effect as if made on and as of such date (the Closing Date, except to the extent for any such representations and warranties are specifically made as of a particular specific date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all respects as of the date of this Agreement such date, and shall be true except that any inaccuracies in such representations and correct on and warranties as of the Closing Date with the same force and effect as if made on and as will be disregarded if, after aggregating all inaccuracies of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with (without duplication), such inaccuracies and the same force and effect circumstances giving rise to all such inaccuracies do not constitute a Material Adverse Effect on Parent determined as if made on of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement all materiality qualifications contained in such representations and warranties shall be disregarded).
Appears in 3 contracts
Samples: Merger Agreement (Global Sports Inc), Merger Agreement (Global Sports Inc), Agreement and Plan of Merger and Reorganization (Ashford Com Inc)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (xa) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct accurate in all respects as of the date of this Agreement Agreement, except that any inaccuracies in such representations and shall warranties will be true disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would are not reasonably be expected to have result in, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to on the qualifications as set forth in the preceding clause (a), as of such particular date) Acquired Corporations (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
(b) The representations and warranties of the Company contained in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and are not reasonably expected to result in, a Material Adverse Effect on the Acquired Corporations (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Merger Agreement (Cadence Design Systems Inc), Merger Agreement (Cooper & Chyan Technology Inc)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or aggregate, (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date)) or (z) for such inaccuracies that are taken into account in the calculation of the Company Outstanding Shares and the Exchange Ratio. The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or ) and (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule Letter made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Merger Agreement (Kintara Therapeutics, Inc.), Merger Agreement (Kintara Therapeutics, Inc.)
Accuracy of Representations. The (a) Each of the Company Fundamental Designated Representations shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent for any such representations and warranties are specifically made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all respects as of such date). The ; provided, however, that, all changes in the capital structure resulting from the following shall be disregarded: (i) the exercise or exchange of Company Capitalization Representations Options, Company Warrants or other convertible securities, as long as the Company Fully Diluted Common Stock is not increased, and (ii) the issuance of any Company Common Stock, Company Warrants or other convertible securities of the Company in connection with a Permitted Bridge Financing by Company.
(b) Each of the representations and warranties of the Company (other than the Company Designated Representations) shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all material respects as of the Closing Date as if made on and as of the Closing Date with the same force (except for any such representations and effect warranties made as if made on and of a specific date, which shall have been accurate in all respects as of such date); provided, excepthowever, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, : for purposes of determining the accuracy of such representations and warranties, any update warranties as of or modification to the Company Disclosure Schedule made or purported to have been made after Closing Date all materiality qualifications limiting the date scope of this Agreement such representations and warranties shall be disregarded).
Appears in 2 contracts
Samples: Merger Agreement (Broadcast International Inc), Merger Agreement (Alldigital Holdings, Inc.)
Accuracy of Representations. The Company Keystone Fundamental Representations shall have been true accurate and correct complete in all material respects (without giving effect to any references therein to any Keystone Material Adverse Effect or other materiality qualifications) as of the date of this Agreement and shall be true accurate and correct complete on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true accurate and correct complete as of such date). The Company Keystone Capitalization Representations shall have been true accurate and correct complete in all respects as of the date of this Agreement and shall be true accurate and correct complete on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (xa) for such inaccuracies which are de minimis, individually or in the aggregate or (yb) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true accurate and correctcomplete, subject to the qualifications as set forth in the preceding clause (xa), as of such particular date). The representations and warranties of the Company Keystone contained in this Agreement (other than the Company Keystone Fundamental Representations and the Company Keystone Capitalization Representations) shall have been true accurate and correct complete as of the date of this Agreement and shall be true accurate and correct complete on and as of the Closing Date with the same force and effect as if made on the Closing Date except (ai) in each case, or in the aggregate, where the failure to be so true accurate and correct complete would not reasonably be expected to have a Company Keystone Material Adverse Effect (without giving effect to any references therein to any Company Keystone Material Adverse Effect or other materiality qualifications), ) or (bii) for those representations and warranties which address matters only as of a particular date (which representations shall have been true accurate and correctcomplete, subject to the qualifications as set forth in the preceding clause (ai), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Keystone Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Business Combination Agreement (Check-Cap LTD), Business Combination Agreement (Check-Cap LTD)
Accuracy of Representations. The (i) Each of the representations and warranties of the Company Fundamental Representations contained in this Agreement, other than the representations and warranties contained in Section 2.3(b), Section 2.3(e), Section 2.20, Section 2.21, Section 2.22, Section 2.24 and Section 2.25, shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (other than any such representation and effect as if made on and as of such date (except to the extent such representations and warranties are specifically warranty made as of a particular specific earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such earlier date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true accurate in all respects (considered collectively) has not had, and correct would not reasonably be expected to have have, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality qualifications (including any update Company Material Adverse Effect qualifications) limiting the scope of or modification to such representations and warranties shall be disregarded.
(ii) Each of the Company Disclosure Schedule made or purported to representations and warranties contained in Section 2.20, Section 2.21, Section 2.22, Section 2.24 and Section 2.25 shall have been made after accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties, all materiality qualifications (including any Company Material Adverse Effect qualification) limiting the scope of such representations and warranties shall be disregarded).
(iii) Each of the representations and warranties contained in Section 2.3(b) and Section 2.3(e) shall have been accurate in all respects as of the Listing Date, except that any inaccuracies in such representations and warranties that are in the aggregate de minimis in nature will be disregarded.
Appears in 2 contracts
Samples: Merger Agreement (Intel Corp), Merger Agreement (Altera Corp)
Accuracy of Representations. The Company Parent Fundamental Representations and the representation in Section 3.9(a) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Parent Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company Parent and Merger Sub contained in this Agreement (other than the Company Parent Fundamental Representations Representations, the representation in Section 3.9(a) and the Company Parent Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Parent Material Adverse Effect (without giving effect to any references therein to any Company Parent Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Parent Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization, Merger Agreement (Aviragen Therapeutics, Inc.)
Accuracy of Representations. The Company Fundamental Representations and the representation in Section 2.8(a) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations Representations, the representation in Section 2.8(a) and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization, Merger Agreement (Aviragen Therapeutics, Inc.)
Accuracy of Representations. The Company Fundamental (i) Each of the Applied Designated Representations shall have been true accurate in all material respects as of the date of this Agreement and correct shall be accurate in all material respects as of the United States Closing Date and the Japan Closing Date as if made on and as of the United States Closing Date and the Japan Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, all materiality qualifications limiting the scope of such representations and warranties shall be disregarded.
(ii) Each of the representations and warranties of Applied set forth in Section 3.5(a) shall have been accurate in all respects as of the date of this Agreement.
(iii) Each of the representations and warranties of Applied (other than those set forth in Section 3.5(a) and the Applied Designated Representations) shall have been accurate in all respects as of the date of this Agreement and shall be true and correct on and accurate in all respects as of the United States Closing Date with and the same force and effect Japan Closing Date as if made on and as of such date the United States Closing Date and the Japan Closing Date (except to the extent for any such representations and warranties are specifically made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date; provided, excepthowever, in each case, that: (xA) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update warranties as of or modification to the Company Disclosure Schedule made or purported to have been made after foregoing dates all materiality qualifications limiting the date scope of this Agreement such representations and warranties shall be disregarded; and (B) any inaccuracies in such representations and warranties determined to exist after giving effect to clause “(A)” will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Material Adverse Effect on Applied.
Appears in 2 contracts
Samples: Business Combination Agreement, Business Combination Agreement (Applied Materials Inc /De)
Accuracy of Representations. The (a) Each of the Company Fundamental Designated Representations shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct accurate in all material respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent for any such representations and warranties are specifically made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all material respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date; provided, excepthowever, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, warranties as of the foregoing dates: (i) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the representations and warranties of the Company (other than the Company Designated Representations) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all respects as of such date); provided, however, that: (i) for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (A) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded; and (ii) any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Accelrys, Inc.), Merger Agreement (Accelrys, Inc.)
Accuracy of Representations. The Company Each of the MEDS Fundamental Representations shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company MEDS Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company MEDS and Merger Sub contained in this Agreement (other than the Company MEDS Fundamental Representations and the Company MEDS Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company MEDS Material Adverse Effect (without giving effect to any references therein to any Company MEDS Material Adverse Effect or other materiality qualifications), ) or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company MEDS Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TRxADE HEALTH, INC), Merger Agreement (TRxADE HEALTH, INC)
Accuracy of Representations. The Company Each of the Parent Fundamental Representations shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date). The Company Parent Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (xw) for such inaccuracies which are de minimis, individually or in the aggregate or aggregate, (yx) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (xw), as of such particular date)) or (y) for such inaccuracies that are taken into account in the calculation of the Parent Outstanding Shares and the Exchange Ratio. The representations and warranties of the Company Parent and Merger Sub contained in this Agreement (other than the Company Parent Fundamental Representations and the Company Parent Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Parent Material Adverse Effect (without giving effect to any references therein to any Company Parent Material Adverse Effect or other materiality qualifications), or ) and (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Parent Disclosure Schedule Letter made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Merger Agreement (Kintara Therapeutics, Inc.), Merger Agreement (Kintara Therapeutics, Inc.)
Accuracy of Representations. The (a) Without limiting the effect or independence of the condition set forth in Section 6.1(b), the representations and warranties of the Company Fundamental Representations contained in this Agreement shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties which are specifically expressly stated to be made as of a particular an earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of such date), it being understood that for the date purposes of this Agreement and shall be true and correct on and as of determining the Closing Date with the same force and effect as if made on and as accuracy of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as each of a particular date the following shall be disregarded: (which i) any "Material Adverse Effect" qualification or any other materiality qualifications contained in such representations and warranties shall warranties, (ii) any inaccuracy that does not, together will all other inaccuracies, have been true a Company Material Adverse Effect, (iii) any inaccuracy that results from general business or economic conditions, (iv) any inaccuracy that results from conditions generally affecting the industry in which the Company or the Company's Subsidiaries competes, (v) any inaccuracy that results from the announcement or pendency of the Merger or any of the transactions contemplated hereby, and correct, subject (vi) any inaccuracy that results from or relates to the qualifications as taking of any action contemplated by this Agreement.
(b) Without limiting the effect or independence of the condition set forth in the preceding clause (xSection 6.1(a), as of such particular date). The the representations and warranties of the Company contained in this Agreement (other than except to the Company Fundamental Representations extent such representations and the Company Capitalization Representations) shall have been true and correct warranties which are expressly stated to be made as of the date of this Agreement and an earlier date, which shall be true and correct on and in all respects as of such date) shall be accurate in all respects as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each caseDate, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, that for the purposes of determining the accuracy of such representations and warranties, any update warranties each of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement following shall be disregarded): (i) any "Material Adverse Effect" qualification or any other materiality qualifications contained in such representations and warranties, (ii) any inaccuracy that does not, together with all other inaccuracies, have a Company Material Adverse Effect, (iii) any inaccuracy that results from general business or economic conditions, (iv) any inaccuracy that results from conditions generally affecting the industry in which the Company or the Company's Subsidiaries competes, (v) any inaccuracy that results from the announcement or pendency of the Merger or any of the transactions contemplated hereby, and (vi) any inaccuracy that results from the taking of any action contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Cypros Pharmaceutical Corp), Merger Agreement (Cypros Pharmaceutical Corp)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (xa) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations representations and the Company Capitalization Representationswarranties in Section 2.3, Section 2.21 and Section 2.23) shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except Agreement; provided, however, that (ai) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, warranties for purposes of this Section 6.1(a): (A) all materiality qualifications that are contained in such representations and warranties and that limit the scope of such representations and warranties shall be disregarded; and (B) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded); and (ii) the representations and warranties shall be deemed to not be accurate in all material respects only if the circumstances giving rise to all inaccuracies (considered collectively) have resulted in or could reasonably be expected to result in the Acquired Corporations incurring liabilities in excess of $5,000,000. The representations and warranties of the Company contained in Section 2.3, Section 2.21 and Section 2.23 shall have been accurate in all respects as of the date of this Agreement; provided, however, that in determining the accuracy of such representations and warranties for purposes of this Section 6.1(a): (1) inaccuracies with respect to share numbers in Section 2.3 shall be disregarded if the inaccuracies represent less than 152,000 shares of Company Common Stock in the aggregate; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) The representations and warranties of the Company contained in this Agreement (other than the representations and warranties in Section 2.3, Section 2.21 and Section 2.23) shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date; provided, however, that: (i) in determining the accuracy of such representations and warranties for purposes of this Section 6.1(b): (A) all materiality qualifications that are contained in such representations and warranties and that limit the scope of such representations and warranties shall be disregarded; and (B) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded; and (ii) any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected to have or result in, a Company Material Adverse Effect. The representations and warranties of the Company contained in Section 2.3, Section 2.21 and Section 2.23 shall be accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date; provided, however, that in determining the accuracy of such representations and warranties for purposes of this Section 6.1(b): (i) inaccuracies with respect to share numbers in Section 2.3 shall be disregarded if the inaccuracies represent less than 152,000 shares of Company Common Stock in the aggregate; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
Appears in 2 contracts
Samples: Merger Agreement (Zilog Inc), Merger Agreement (Ixys Corp /De/)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), ) or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Merger Agreement (Talaris Therapeutics, Inc.), Merger Agreement (Zafgen, Inc.)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (xa) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded); PROVIDED, HOWEVER, that for purposes of this Section 5.1(a), representations and warranties made as of a specific date shall have been accurate in all material respects as of such date.
(b) The representations and warranties of the Company contained in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected to have, a Material Adverse Effect on the Acquired Corporations; PROVIDED, HOWEVER, that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded and (iii) representations and warranties made as of a specific date shall have been accurate in all material respects as of such date only.
Appears in 2 contracts
Samples: Merger Agreement (American Coin Merchandising Inc), Merger Agreement (American Coin Merchandising Inc)
Accuracy of Representations. The (a) Each of the representations and warranties of the Company Fundamental Representations contained in this Agreement, other than the Specified Representations, shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with (in each case, other than any such representation or warranty made as of a specific date (which shall include, for the same force avoidance of doubt, any representation or warranty made “as of the date of this Agreement” or any similar phrase), which shall have been accurate in all respects as of such specific date), except for inaccuracies in such representations and effect warranties that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the Specified Representations of the Company (other than the Specified Representations contained in Section 2.3(a), Section 2.3(b) (first sentence), Section 2.3(c), Section 2.7(a) and Section 2.29) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (in each case, other than any such representation and warranty made as of a specific date (except to which shall include, for the extent avoidance of doubt, any representation or warranty made “as of the date of this Agreement” or any similar phrase), which shall have been accurate in all material respects as of such specific date); provided, however, that, for purposes of determining the accuracy of such representations and warranties are specifically made as of a particular date, in which case the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be true disregarded; and correct as (ii) any update of such date). or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(c) The Company Capitalization Representations representations and warranties contained in Section 2.7(a) and Section 2.29 (first sentence) shall have been true accurate in all respects as of the date of this Agreement and correct the representations and warranties contained in Section 2.25 and Section 2.29 (second and third sentence) shall have been accurate in all respects as of the date of this Agreement and shall be true and correct on and accurate as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, and on the Closing Date.
(xd) for such inaccuracies which are de minimis, individually or in Each of the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement Sections 2.3(a), Section 2.3(b) (other than the Company Fundamental Representations first sentence) and the Company Capitalization RepresentationsSection 2.3(c) shall have been true and correct accurate in all but de minimis respects as of the date of this Agreement and shall be true and correct as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true other than any such representation and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only warranty made as of a particular specific date (which representations shall include, for the avoidance of doubt, any representation or warranty made “as of the date of this Agreement” or similar words), which shall have been true and correct, subject to the qualifications as set forth accurate in the preceding clause (a), all but de minimis respects as of such particular specific date) (it being understood ); provided, however, that, for purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates, any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lockheed Martin Corp), Merger Agreement (Aerojet Rocketdyne Holdings, Inc.)
Accuracy of Representations. The Company Fundamental Representations shall have been true accurate and correct complete in all respects as of the date of this Agreement and shall be true accurate and correct complete on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true accurate and correct complete as of such date). The Company Capitalization Representations shall have been true accurate and correct complete in all respects as of the date of this Agreement and shall be true accurate and correct complete on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true accurate and correctcomplete, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true accurate and correct complete as of the date of this Agreement and shall be true accurate and correct complete on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true accurate and correct complete would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), ) or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true accurate and correctcomplete, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Merger Agreement (Vascular Biogenics Ltd.), Merger Agreement (Gemini Therapeutics, Inc. /DE)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all respects as (a) Each of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (Agreement, other than the Company Fundamental Representations and the Company Capitalization Specified Representations) , shall have been true and correct be accurate as of the date of this Agreement and shall be true and correct Closing Date as if made on and as of the Closing Date with (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the same force circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would could not reasonably be expected to have or result in a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates: (i) all Company Material Adverse Effect, materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the Specified Representations shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (other than any Specified Representation made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of the Specified Representations as of the foregoing dates: (i) all Company Material Adverse Effect, materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
Appears in 2 contracts
Samples: Merger Agreement (Ebay Inc), Merger Agreement (Gsi Commerce Inc)
Accuracy of Representations. The Company Fundamental (a) Each of the Parent Designated Representations shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent for any such representations and warranties are specifically made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all respects as of such date). The Company Capitalization Representations ; provided, however, that, all changes in the capital structure resulting from the following shall be disregarded: (i) the exercise or exchange of Parent Options, Parent Warrants or other convertible securities pursuant to their terms or as contemplated by this Agreement, including without limitation, Section 5.4(c) hereof, (ii) the issuance of any Parent Common Stock, Parent Warrants or other convertible securities of Parent in connection with a Permitted Financing and (iii) the Reverse Stock Split.
(b) Each of the representations and warranties of Parent and Merger Sub (other than the Parent Designated Representations) shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all material respects as of the Closing Date as if made on and as of the Closing Date with the same force (except for any such representations and effect warranties made as if made on and of a specific date, which shall have been accurate in all respects as of such date); provided, excepthowever, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, : for purposes of determining the accuracy of such representations and warrantieswarranties as of the Closing Date, any update all materiality qualifications limiting the scope of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement such representations and warranties shall be disregarded).
Appears in 2 contracts
Samples: Merger Agreement (Broadcast International Inc), Merger Agreement (Alldigital Holdings, Inc.)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), ) or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TRxADE HEALTH, INC), Merger Agreement (TRxADE HEALTH, INC)
Accuracy of Representations. The Company Fundamental (a) Each of the Parent Designated Representations shall have been true accurate in all material respects as of the date of this Agreement and correct shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Parent Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the representations and warranties of Parent and Merger Sub (other than the Parent Designated Representations) shall have been accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent for any such representations and warranties are specifically made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date; provided, excepthowever, in each case, that: (xi) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, warranties as of the foregoing dates: (A) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) any update of or modification to the Company Parent Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded); and (ii) any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Accelrys, Inc.), Merger Agreement (Accelrys, Inc.)
Accuracy of Representations. The (a) Each of the Company Fundamental Designated Representations shall have been true and correct be accurate in all material respects as of the date of this Agreement and shall be true and correct Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent for any such representations and warranties are specifically made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all material respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date; provided, excepthowever, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates, (i) all materiality qualifications limiting the scope of such representations and warrants shall be disregarded an (ii) unless Parent shall have otherwise consented, any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the Company Capitalization Representations be accurate in all respects as of the Closing Date as if made on the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been true and correct in all respects as of such date), except to the extent the failures of the Company Capitalization Representations to be true and correct in all respects individually or in the aggregate would not reasonably be expected to result in an increase in the aggregate value of the consideration payable by Parent in connection with the Merger of more than $325,000 in the aggregate (valuing any shares of Parent Common Stock that Parent is required to issue in connection therewith pursuant to the terms of this Agreement in the same manner used to determine the Exchange Ratio), as compared to what such aggregate amount would have been if such representations and warranties had been true and correct in all respects.
(c) Each of the representations and warranties of the Company (other than the Company Designated Representations and the Company Capitalization Representations) shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all respects as of such date); provided, however, that: (i) for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (A) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) unless Parent shall have otherwise consented, any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded; and (ii) any inaccuracies in such representations and warranties will be disregarded if all such inaccuracies (considered collectively) do not constitute a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Acelrx Pharmaceuticals Inc), Merger Agreement (Tetraphase Pharmaceuticals Inc)
Accuracy of Representations. The Company Fundamental Representations (i) Each of the representations and warranties of Parent contained in Section 3.19 and Section 3.25 shall have been true accurate in all material respects as of the date of this Agreement and correct shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, all materiality qualifications limiting the scope of such representations and warranties shall be disregarded;
(ii) Section 3.5(a) shall have been accurate in all respects as of the date of this Agreement;
(iii) Each of the representations and warranties of Parent contained in Section 3.3(a), Section 3.3(b), Section 3.3(c) and Section 3.3(d) shall have been accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (other than any such representation and effect warranty made as if made on and of a specific earlier date, which shall have been accurate in all respects as of such date (earlier date), except to the extent that any inaccuracies in such representations and warranties that are specifically made as de minimis in nature will be disregarded; and
(iv) Each of a particular date, in which case such the representations and warranties shall be true and correct as of such date). The Company Capitalization Representations Parent (other than the Parent Designated Representations) shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (except for any such representations and effect warranties made as if made on and of a specific date, which shall have been accurate in all respects as of such date); provided, excepthowever, in each case, that: (xA) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates, any update all materiality qualifications limiting the scope of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement such representations and warranties shall be disregarded); and (B) any inaccuracies in such representations and warranties shall be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Gulfmark Offshore Inc), Merger Agreement (Tidewater Inc)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or aggregate, (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), ) or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule Letter made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Merger Agreement (ARCA Biopharma, Inc.), Merger Agreement (Pulmatrix, Inc.)
Accuracy of Representations. The representations and warranties of the Company Fundamental Representations contained in this Agreement, other than those contained in Section 2.8, shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except as to the extent such representations and warranties are specifically made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all respects as of such date). The Company Capitalization Representations shall have been true , except that, in each case, any inaccuracies in such representations and correct in warranties will be disregarded if, after aggregating all respects inaccuracies of such representations and warranties as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date(without duplication), except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of circumstances giving rise to all such inaccuracies do not constitute a Material Adverse Effect on the date of this Agreement and shall be true and correct on and Acquired Corporations determined as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, contained in such representations and warranties shall be disregarded, and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded). The representations and warranties of the Company contained in Section 2.8 shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except that, in each case, any inaccuracies in such representations and warranties will be disregarded if, after aggregating all inaccuracies of such representations and warranties contained in Section 2.8 as of the date of this Agreement and as of the Closing Date (without duplication), such inaccuracies and the circumstances giving rise to all such inaccuracies do not constitute a Material Adverse Effect on the Acquired Corporations determined as of the Closing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, contained in such representations and warranties shall be disregarded, and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Applied Micro Circuits Corp), Merger Agreement (Applied Micro Circuits Corp)
Accuracy of Representations. The (i) Each of the representations and warranties of the Company Fundamental Representations contained in Section 2.19 and Section 2.25 shall have been true accurate in all material respects as of the date of this Agreement and correct shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, all materiality qualifications limiting the scope of such representations and warranties shall be disregarded;
(ii) Section 2.5(a) shall have been accurate in all respects as of the date of this Agreement;
(iii) Each of the representations and warranties of the Company contained in Section 2.3(a), Section 2.3(b), Section 2.3(c) and Section 2.3(d) shall have been accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (other than any such representation and effect warranty made as if made on and of a specific earlier date, which shall have been accurate in all respects as of such date (earlier date), except to the extent that any inaccuracies in such representations and warranties that are specifically made as de minimis in nature will be disregarded; and
(iv) Each of a particular date, in which case such the representations and warranties shall be true and correct as of such date). The the Company Capitalization Representations (other than the Company Designated Representations) shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (except for any such representations and effect warranties made as if made on and of a specific date, which shall have been accurate in all respects as of such date); provided, excepthowever, in each case, that: (xA) for purposes of determining the accuracy of such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which the foregoing dates, all materiality qualifications limiting the scope of such representations and warranties shall have been true be disregarded; and correct, subject to the qualifications as set forth (B) any inaccuracies in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)Effect.
Appears in 2 contracts
Samples: Merger Agreement (Tidewater Inc), Merger Agreement (Gulfmark Offshore Inc)
Accuracy of Representations. (a) The Company Fundamental Representations representations and warranties of Marvell contained in this Agreement, other than the Designated Representations, shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with (in each case, other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the same force circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and effect would not reasonably be expected to have or result in, a Material Adverse Effect on Marvell; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Marvell Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) The representations and warranties of Marvell contained in Sections 3.13, 3.14, 3.20 and 3.21 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (in each case, other than any such date (except to representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the extent accuracy of such representations and warranties are specifically made as of a particular date, in which case the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be true disregarded; and correct as (ii) any update of such dateor modification to the Marvell Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(c) The representation and warranty contained in clause “(a). The Company Capitalization Representations ” of Section 3.5 shall have been true accurate in all respects as of the date of this Agreement.
(d) The representations and correct warranties of Marvell contained in Sections 3.3(a), 3.3(b) and 3.3(d) shall have been accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date, except, (in each case, (x) for other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies which are de minimis, individually or in the aggregate or (y) for those such representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correctthat are, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to de minimis in nature and amount will be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)disregarded; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates, any update of or modification to the Company Marvell Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Merger Agreement (Marvell Technology Group LTD), Agreement and Plan of Merger and Reorganization (INPHI Corp)
Accuracy of Representations. (a) The Company Fundamental Representations representations and warranties of Parent and Acquisition Sub contained in this Agreement shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such 33. representations and warranties, any update all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded); PROVIDED, HOWEVER, that for purposes of or modification to the Company Disclosure Schedule this Section 6.3(a), representations and warranties made or purported to as of a specific date shall have been made after accurate in all material respects as of such date.
(b) The representations and warranties of the date of Parent and Acquisition Sub contained in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected to have, a Material Adverse Effect on Parent and Acquisition Sub; PROVIDED, HOWEVER, that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded), and (ii) representations and warranties made as of a specific date shall have been accurate in all material respects as of such date only.
Appears in 2 contracts
Samples: Merger Agreement (American Coin Merchandising Inc), Merger Agreement (American Coin Merchandising Inc)
Accuracy of Representations. The (a) Each of the representations and warranties of the Company Fundamental Representations contained in this Agreement, other than the Designated Representations, shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (other than any such representation and effect as if made on and as of such date (except to the extent such representations and warranties are specifically warranty made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all respects as of such date). The Company Capitalization Representations shall have been true and correct , except that any inaccuracies in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date will be disregarded if the circumstances giving rise to all such inaccuracies (which representations considered collectively) do not constitute, and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have or result in, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, : (i) all “Company Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the Designated Representations shall have been accurate in all material respects as of date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (other than any Designated Representation made as of a specific date, which shall have been accurate in all material respects as of such date); provided, however, that, for purposes of determining the accuracy of the Designated Representations, any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
Appears in 2 contracts
Samples: Merger Agreement (Foundry Networks Inc), Merger Agreement (Foundry Networks Inc)
Accuracy of Representations. The (a) Each of the representations and warranties of the Company Fundamental Representations contained in this Agreement, other than the Specified Representations, shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with (in each case, other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the same force circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and effect would not reasonably be expected to have or result in, a Material Adverse Effect on the Company; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the representations and warranties of the Company contained in Sections 2.20, 2.21, 2.23, 2.25 and 2.26 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (in each case, other than any such date (except to representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the extent accuracy of such representations and warranties are specifically made as of a particular date, in which case the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be true disregarded; and correct as (ii) any update of such dateor modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(c) The representation and warranty contained in clause “(a). The Company Capitalization Representations ” of Section 2.5 shall have been true accurate in all respects as of the date of this Agreement.
(d) Each of the representations and correct warranties of the Company contained in Section 2.3(a), the first and last sentences of Section 2.3(b) and Section 2.3(d) shall have been accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date, except, (in each case, (x) for other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies which are de minimis, individually or in the aggregate or (y) for those such representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correctthat are, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to de minimis in nature and amount will be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)disregarded; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates, any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (INPHI Corp), Merger Agreement (Marvell Technology Group LTD)
Accuracy of Representations. (a) The representations and warranties of the Company Fundamental Representations contained in this Agreement, other than the Specified Representations, shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except, in each case, that any inaccuracies in such representations and warranties will be disregarded if the same force circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and effect would not reasonably be expected to have, a Material Adverse Effect on the Company; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded.
(b) The representations and warranties of the Company contained in Section 2.20, Section 2.21, Section 2.22, clause “(a)(i)” of Section 2.23, Section 2.24 and Section 2.25 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (other than any such date (except to representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the extent accuracy of such representations and warranties are specifically made as of a particular datethe foregoing dates, in which case all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be true disregarded.
(c) The representation and correct as warranty contained in clause “(a)” of such date). The Company Capitalization Representations Section 2.5 shall have been true accurate in all respects as of the date of this Agreement.
(d) The representations and correct warranties of the Company contained in Section 2.3(a), Section 2.3(b) and Section 2.3(e) shall have been accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect (other than any such representation or warranty made as if made on and of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except, in each case, (x) for that any inaccuracies in such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correctthat are, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true de minimis in nature and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall amount will be disregarded).
Appears in 2 contracts
Samples: Merger Agreement (Momentive Global Inc.), Merger Agreement (Momentive Global Inc.)
Accuracy of Representations. The Company (a) Each of the Seller Fundamental Representations shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on accurate in all respects at and as of the Closing Date with the same force and effect as if made on at and as of such date the Closing (except to the extent other than any such representations and warranties that by their terms are specifically made as of a particular specific earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all respects as of such earlier date); and (b) each of the date of this Agreement representations and warranties made by Seller and UAV in Section 2 and Section 3 (other than the Seller Fundamental Representations) shall be true and correct on accurate in all respects at and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on at and as of the Closing Date (other than representations and warranties which by their terms are made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date) except for any inaccuracy that would not, alone or together with the same force any other inaccuracy in any other representations and effect as if made on the Closing Date except (a) in each casewarranties, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have result in a Company Material Adverse Effect Effect; provided, however, that: (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (bi) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of the representations and warranties referred to in clause “(b)” above, all materiality and similar qualifications limiting the scope of such representations and warrantieswarranties shall be disregarded; and (ii) for purposes of determining the accuracy of the representations and warranties referred to in clauses “(a)” and “(b)” above, any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Genius Group LTD), Stock Purchase Agreement (Genius Group LTD)
Accuracy of Representations. The Company Fundamental (a) Each of the Specified Representations shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct accurate in all material respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically for any Specified Representation made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all material respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date; provided, excepthowever, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantiesthe Specified Representations as of the foregoing dates, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date execution of this Agreement shall be disregarded.
(b) The Other Company Representations shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any Other Company Representation made as of a specific date, which shall have been accurate in all respects as of such date); provided, however, that notwithstanding anything to the contrary contained in this Agreement, the condition set forth in this Section 6.1(b) shall be deemed to be satisfied even if the Other Company Representations shall not be accurate in all respects unless the circumstances constituting inaccuracies in the Other Company Representations (considered collectively) constitute, or would reasonably be expected to have or result in, a Company Material Adverse Effect. For purposes of determining the accuracy of the Other Company Representations as of the dates set forth in the preceding sentence: (i) all “Company Material Adverse Effect” qualifications limiting the scope of the Other Company Representations (other than the Materiality Qualified Representations) or limiting the scope of the defined terms used in the Other Company Representations (other than the Materiality Qualified Terms) shall be deemed to refer to “adverse effect on the business or operations of the Acquired Corporations taken as a whole”; (ii) all other materiality qualifications limiting the scope of the Other Company Representations (other than the Materiality Qualified Representations) or limiting the scope of the defined terms used in the Other Company Representations (other than the Materiality Qualified Terms) shall be disregarded; and (iii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the execution of this Agreement shall be disregarded.
Appears in 2 contracts
Samples: Merger Agreement (Shopping Com LTD), Merger Agreement (Ebay Inc)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or aggregate, (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date)) or (z) for such inaccuracies that are taken into account in the calculation of the Company Fully Diluted Common Stock. The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), ) or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule Letter made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Merger Agreement (Kineta, Inc./De), Merger Agreement (TuHURA Biosciences, Inc./Nv)
Accuracy of Representations. The Company Each of the Gem Fundamental Representations shall have been true accurate and correct complete in all respects as of the date of this Agreement and shall be true accurate and correct complete on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true accurate and correct complete as of such date). The Company Gem Capitalization Representations shall have been true accurate and correct in all respects complete as of the date of this Agreement and shall be true accurate and correct complete on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true accurate and correctcomplete, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company Gem and Merger Sub contained in this Agreement (other than the Company Gem Fundamental Representations and the Company Gem Capitalization Representations) shall have been true accurate and correct complete as of the date of this Agreement and shall be true accurate and correct complete on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true accurate and correct complete would not reasonably be expected to have a Company Gem Material Adverse Effect (without giving effect to any references therein to any Company Gem Material Adverse Effect or other materiality qualifications), ) or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true accurate and correctcomplete, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Gem Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 1 contract
Accuracy of Representations. (a) The Company Fundamental Representations representations and warranties of Parent and Merger Sub contained in this Agreement, other than the Specified Representations, shall have been true and correct be accurate in all respects as of the date of this Agreement (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date) and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect (other than any such representation or warranty made as if made on and of a specific earlier date, which shall have been accurate in all respects as of such date (earlier date), except to the extent that any inaccuracies in such representations and warranties are specifically made will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Material Adverse Effect on Parent; provided, however, that: (i) for purposes of determining the accuracy of such representations and warranties as of a particular datethe foregoing dates for purposes of this Section 7.1(a), in which case all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be true disregarded; and correct as (ii) any inaccuracy in or breach of such date). The Company Capitalization Representations any representation or warranty contained in Section 3.12(b) shall be disregarded if Parent is willing and able to consummate the Merger on the scheduled Closing Date.
(b) Each of the representations and warranties of Parent and Merger Sub contained in Sections 3.7, 3.8, 3.14 and 3.15 shall have been true and correct accurate in all material respects as of the date of this Agreement (other than any Table of Contents such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date) and shall be true and correct accurate in all material respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect (other than any such representation or warranty made as if made on and of a specific earlier date, which shall have been accurate in all material respects as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular earlier date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case; provided, or in the aggregatehowever, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates for purposes of this Section 7.1(b), any update all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of or modification to the Company Disclosure Schedule made or purported to such representations and warranties shall be disregarded.
(c) The representations and warranties of Parent and Merger Sub contained in Sections 3.2(a), 3.2(b) and 3.2(d) shall have been made after accurate in all respects as of the date of this Agreement (other than any such representation or warranty made as of the Parent Listing Date, which shall have been accurate in all respects as of the Parent Listing Date) and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of the Parent Listing Date, which shall have been accurate in all respects as of the Parent Listing Date), except that any inaccuracies in such representations and warranties that are, in the aggregate, de minimis in nature will be disregarded).
Appears in 1 contract
Accuracy of Representations. The Company Fundamental (a) Each of the TriQuint Designated Representations shall have been true accurate in all material respects as of the date of this Agreement and correct shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, all materiality qualifications limiting the scope of such representations and warranties shall be disregarded.
(b) Each of the representations and warranties of TriQuint (other than the TriQuint Designated Representations) shall have been accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent for any such representations and warranties are specifically made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date; provided, excepthowever, in each case, that: (xi) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update warranties as of or modification to the Company Disclosure Schedule made or purported to have been made after foregoing dates all materiality qualifications limiting the date scope of this Agreement such representations and warranties shall be disregarded); and (ii) any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a TriQuint Material Adverse Effect.
Appears in 1 contract
Accuracy of Representations. The Company Fundamental (a) Each of the NetScout Designated Representations shall have been true accurate in all material respects as of the date of this Agreement and correct shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except, in each case, for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates all materiality or “NetScout Material Adverse Effect” qualifications limiting the scope of such representations and warranties shall be disregarded.
(b) Each of the representations and warranties of NetScout and Merger Sub (other than the NetScout Designated Representations) shall have been accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent for any such representations and warranties are specifically made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date; provided, excepthowever, in each case, that: (xi) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update warranties as of the foregoing dates all materiality or modification to “NetScout Material Adverse Effect” qualifications limiting the Company Disclosure Schedule made or purported to have been made after the date scope of this Agreement such representations and warranties shall be disregarded); and (ii) any inaccuracies in such representations and warranties will be disregarded if all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, individually or in the aggregate, a NetScout Material Adverse Effect.
Appears in 1 contract
Accuracy of Representations. The (a) Each of the representations and warranties of the Company Fundamental Representations contained in this Agreement, other than the Specified Representations, shall have been true and correct accurate in all respects as of the date of this Agreement (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date) and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (other than any such representation and effect as if made on and as of such date (except to the extent such representations and warranties are specifically warranty made as of a particular specific earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such earlier date), except, except that any inaccuracies in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date will be disregarded if the circumstances giving rise to all such inaccuracies (which representations considered collectively) do not constitute, and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have or result in a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, warranties as of the foregoing dates: (i) all Company Material Adverse Effect and materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the Specified Representations, except for the representations and warranties of the Company set forth in Section 2.3(a) and Section 2.3(e), shall have been accurate in all material respects as of the date of this Agreement (other than any such Specified Representation made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date) and shall be accurate in all material respects as of the Closing Date (other than any such Specified Representation made as of a specific earlier date, which shall have been accurate as of such earlier date); provided, however, that, for purposes of determining the accuracy of such Specified Representation as of the foregoing dates: (i) all Company Material Adverse Effect and materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(c) The representations and warranties of the Company set forth in Section 2.3(a) and Section 2.3(e), shall have been accurate in all respects as of the date of this Agreement (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date) and shall be accurate in all respects as of the Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except for de minimus inaccuracies.
Appears in 1 contract
Samples: Merger Agreement (XOOM Corp)
Accuracy of Representations. The (a) Each of the representations and warranties of the Company Fundamental Representations contained in this Agreement, other than the Specified Representations, shall have been true and correct be accurate in all respects as of the date of this Agreement (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date) and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (other than any such representation and effect as if made on and as of such date (except to the extent such representations and warranties are specifically warranty made as of a particular specific earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such earlier date), except, except that any inaccuracies in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date will be disregarded if the circumstances giving rise to all such inaccuracies (which representations considered collectively) do not constitute, and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have or result in, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, warranties Table of Contents as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the representations and warranties of the Company contained in Sections 2.20, 2.21, 2.22, 2.24 and 2.25 shall have been accurate in all material respects as of the date of this Agreement (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date) and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(c) The representation and warranty contained in Section 2.5(a) shall have been accurate in all respects as of the date of this Agreement.
(d) Each of the representations and warranties of the Company contained in Sections 2.3(a), 2.3(b) (other than clauses “(F)” through “(K)”) and 2.3(d) shall have been accurate in all respects as of the date of this Agreement (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date) and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that are, in the aggregate, de minimis in nature and amount (i.e., less than $1,000,000 in aggregate value) will be disregarded; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
Appears in 1 contract
Samples: Merger Agreement (Aquantia Corp)
Accuracy of Representations. The Company Fundamental Representations shall (a) All of the Shareholders' and Mexico SRL's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been true and correct in all respects as of the date of this Agreement Agreement, and shall must be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date, without giving effect to any supplement to the Schedules to this Agreement (except to the extent that any representation and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only warranty is expressly made as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations date of this Agreement or the Closing Date, in which case such representation and the Company Capitalization Representations) warranty shall have been true and correct as of such date).
(b) Each of the date representations and warranties of Cinemex contained in this Agreement (disregarding all qualifications and exceptions contained therein relating to substantiality, materiality or Material Adverse Effect) shall be true and correct when made and on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except (a) in each casefor those representations and warranties that relate to a particular date, or in the aggregatewhich representations and warranties shall be correct as of such date), where the failure provided that this Section 8.1 shall be deemed satisfied so long as all failures of such representations and warranties to be so true and correct (disregarding all such qualifications as aforesaid), taken together, would not reasonably be expected to (i) have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), (ii) materially impede or (b) for those representations and warranties which address matters only as delay the ability of a particular date (which representations shall have been true and correct, subject Buyers to consummate the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)Contemplated Transactions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Loews Cineplex Entertainment Corp)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (xa) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct accurate in all respects as of the date of this Agreement Agreement, except that any inaccuracies in such representations and shall warranties will be true disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would are not reasonably be expected to have result in, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to on the qualifications as set forth in the preceding clause (a), as of such particular date) Acquired Corporations (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded, and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
(b) The representations and warranties of the Company contained in this Agreement (except that any representation or warranty that specifically refers to "the date of this Agreement," "the date hereof" or any other date other than the Closing Date speaks as of such date) shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and are not reasonably expected to result in, a Material Adverse Effect on the Acquired Corporations (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 1 contract
Accuracy of Representations. The representations and warranties made by the Company Fundamental Representations in Sections 2.3 and 2.20 of this Agreement shall have been true and correct accurate in all respects as of the date of this Agreement (without giving effect to any update to the Disclosure Schedule, and without giving effect to any "Material Adverse Effect" or other materiality qualification, or any similar qualifications) and shall be true and correct on and accurate in all respects as of the Closing Date with the same force and effect as if made on at the Closing (without giving effect to any update to the Disclosure Schedule, and without giving effect to any "Material Adverse Effect" or other materiality qualification, or any similar qualifications); provided, however, that the representations and warranties in Section 2.3 related to the number of outstanding shares of capital stock and options and warrants to acquire capital stock of the Company shall be deemed to be accurate in all respects if the actual number of shares does not deviate by an aggregate of more than 10,000 shares from the number of shares set forth therein. Each of the other representations and warranties made by the Company in this Agreement and in each of the other agreements and instruments delivered to Parent in connection with the transactions contemplated by this Agreement shall have been accurate in all material respects as of such the date of this Agreement (without giving effect to any update to the Disclosure Schedule, and without giving effect to any "Material Adverse Effect" or other materiality qualification, or any similar qualifications), and shall be accurate in all material respects as of the Closing Date as if made at the Closing (without giving effect to any update to the Disclosure Schedule, and without giving effect to any "Material Adverse Effect" or other materiality qualification, or any similar qualifications), except to the extent such representations and warranties are specifically made as of a particular date, expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein update to the Disclosure Schedule, and without giving effect to any Company "Material Adverse Effect Effect" or other materiality qualification, or any similar qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 1 contract
Samples: Merger Agreement (Ask Jeeves Inc)
Accuracy of Representations. The (a) Each of the representations and warranties of the Company Fundamental Representations contained in this Agreement, other than as provided in Section 6.1(b) and Section 6.1(c), shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate as of the Closing Date as if made on and as of the Closing Date with (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the same force circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and effect warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the representations and warranties of the Company contained in Sections 2.3(d), 2.3(g), 2.3(h), 2.3(i), 2.8(q)(i), 2.20, 2.21, 2.22, 2.24 and 2.25 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate as of the Closing Date as if made on and as of the Closing Date (other than any such date (except to representation and warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the extent accuracy of such representations and warranties are specifically made as of a particular date, in which case the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be true disregarded; and correct as (ii) any update of such dateor modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(c) The representations and warranties contained in Sections 2.5(a). The Company Capitalization Representations , 2.8(q)(ii), 2.8(q)(iii) and 2.8(q)(iv) shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and accurate in all respects as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, the Closing Date.
(xd) for such inaccuracies which are de minimis, individually or in Each of the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations Sections 2.3(a), 2.3(c) and the Company Capitalization Representations2.3(f) shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate as of the Closing Date as if made on and as of the Closing Date with the same force (other than any such representation and effect warranty made as if made on the Closing Date of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except (a) that any inaccuracies in each casesuch representations and warranties that, or considered collectively and in the aggregate, where the failure to are de minimis in nature and amount will be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)disregarded; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates, any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded).
Appears in 1 contract
Accuracy of Representations. (a) The representations and warranties of Sellers set forth in Section 2, and the representations and warranties of the Company Fundamental Representations set forth in Sections 3.1, 3.3(a) and 3.22, in each case, shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representations and warranties that address matters only as of a specified date, which shall have been true and correct in all material respects as of such date) (it being understood that, for purposes of determining the accuracy of such representations and warranties: (i) all qualifications based on the word “material” or similar phrases (including “Company Material Adverse Effect”) limiting the scope of such representations and warranties shall be disregarded; and (ii) any update or purported update to the Disclosure Schedule delivered after the date hereof shall be disregarded).
(b) The representations and warranties of Sellers and the Company, other than those referred to in Sections 6.1(a), shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date the Closing Date (except to the extent other than any such representations and warranties are specifically made that address matters only as of a particular specified date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date), except, except that any inaccuracies in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date will be disregarded if the circumstances giving rise to all such inaccuracies (which representations considered collectively) do not constitute, and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have or result in a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, : (i) all qualifications based on the word “material” or similar phrases (including “Company Material Adverse Effect”) limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification purported update to the Company Disclosure Schedule made or purported to have been made delivered after the date of this Agreement hereof shall be disregarded).
Appears in 1 contract
Accuracy of Representations. (a) The Company Fundamental Representations representations and warranties of Parent and the Acquisition Sub contained in this Agreement shall have been true and correct accurate in all material respects as of the date of this Agreement Agreement, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected to have, a Material Adverse Effect on the Parent (it being understood that, for purposes of determining the accuracy of any specific representations and warranties, (i) all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be true disregarded, and correct on (ii) all representations and warranties made as of a specific date or which refer to financial statements as of a specific date shall have been accurate in all material respects as of such date only.
(b) The representations and warranties of the Parent and the Acquisition Sub contained in this Agreement shall be accurate in all respects as of the Closing Date with the same force and effect as if made on and as of such date (the Closing Date, except to the extent that any inaccuracies in such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall will be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in disregarded if the circumstances giving rise to all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis(considered collectively) do not constitute, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would could not reasonably be expected to have have, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)on Parent and the Acquisition Sub; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement (i) all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded), and (ii) representations and warranties made as of a specific date shall have been accurate in all material respects as of such date only.
Appears in 1 contract
Samples: Merger Agreement (Coinstar Inc)
Accuracy of Representations. The Company Fundamental (a) Each of the Xxxxxxx Designated Representations shall have been true accurate in all material respects as of the date of this Agreement and correct shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates all materiality or “Newco Material Adverse Effect” qualifications limiting the scope of such representations and warranties shall be disregarded.
(b) Each of the representations and warranties of Xxxxxxx (other than the Xxxxxxx Designated Representations) shall have been accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent for any such representations and warranties are specifically made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date; provided, excepthowever, in each case, that: (xi) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update warranties as of the foregoing dates all materiality or modification to “Newco Material Adverse Effect” qualifications limiting the Company Disclosure Schedule made or purported to have been made after the date scope of this Agreement such representations and warranties shall be disregarded); and (ii) any inaccuracies in such representations and warranties will be disregarded if all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, individually or in the aggregate, a Newco Material Adverse Effect.
Appears in 1 contract
Accuracy of Representations. The (a) Each of the representations and warranties of the Company Fundamental Representations contained in this Agreement, other than the Specified Representations, shall have been true and correct be accurate in all respects as of the date of this Agreement and shall be true and correct as of the Closing Date as if made on and as of the Closing Date with the same force (other than any such representation and effect as if made on and as of such date (except to the extent such representations and warranties are specifically warranty made as of a particular specific earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all respects as of the date of this Agreement such earlier date), except for inaccuracies in such representations and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimiswarranties that, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true have not had and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the representations and warranties of the Company contained in Sections 2.13(f), 2.20, 2.21, 2.23, 2.25 and 2.26(a) shall have been accurate in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(c) The representation and warranty contained in Section 2.5(a) shall have been accurate in all respects as of the date of this Agreement.
(d) Each of the representations and warranties of the Company contained in Section 2.3(a), the first sentence of Section 2.3(b), Section 2.3(c), Section 2.3(d) (other than Section 2.3(d)(iv)) and Section 2.3(e) shall have been accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties that are, in the aggregate, de minimis in nature and amount will be disregarded; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates, any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ADESTO TECHNOLOGIES Corp)
Accuracy of Representations. The (a) Each of the representations and warranties of the Company Fundamental Representations contained in this Agreement, other than the Designated Representations, shall have been true and correct accurate in all respects as of the date of this Agreement (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date) and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of (other than any such date (except to the extent such representations and warranties are specifically representation or warranty made as of a particular specific earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such earlier date), except, except that any inaccuracies in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date will be disregarded if the circumstances giving rise to all such inaccuracies (which representations considered collectively) do not constitute, and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have or result in, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)on the Acquired Companies; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates for purposes of this Section 6.1(a), any update all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of or modification to such representations and warranties shall be disregarded.
(b) Each of the representations and warranties of the Company Disclosure Schedule made or purported to contained in Sections 2.19, 2.20, 2.21, 2.23 and 2.24 shall have been made after accurate in all material respects as of the date of this Agreement (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date) and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates for purposes of this Section 6.1(b), all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded.
(c) Each of the representations and warranties of the Company contained in Sections 2.3(a), 2.3(b), 2.3(d) and 2.3(e) shall have been accurate in all respects as of the date of this Agreement (other than any such representation or warranty made as of the Company Listing Date, which shall have been accurate in all respects as of the Company Listing Date) and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of the Company Listing Date, which shall have been accurate in all respects as of the Company Listing Date), except that any inaccuracies in such representations and warranties that are, in the aggregate, de minimis in nature will be disregarded.
Appears in 1 contract
Samples: Merger Agreement (Cavium, Inc.)
Accuracy of Representations. (a) The Company Fundamental Representations representations and warranties of Parent contained in this Agreement shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date); provided, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood however that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties shall be disregarded, and (ii) any update of or modification to the Company Parent Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded.
(b) The representations and warranties of Parent contained in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be accurate in all respects on and as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected have, a Material Adverse Effect on Parent; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the Closing Date, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Parent Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded.
Appears in 1 contract
Samples: Merger Agreement (Ixys Corp /De/)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (xa) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) that are qualified by "Material Adverse Effect" or otherwise qualified as to materiality shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date Agreement, except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to for any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those such representations and warranties which address matters only made as of a particular date (specific date, which representations shall have been true and correct, subject to the qualifications as set forth accurate in the preceding clause (a), all respects as of such particular date) date (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
(b) The representations and warranties of the Company contained in this Agreement that are not qualified by "Material Adverse Effect" or otherwise qualified as to materiality shall have been accurate in all material respects as of the date of this Agreement, except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
(c) The representations and warranties of the Company contained in Sections 2.1, 2.2, 2.3 and 2.7 shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
(d) The representations and warranties of the Company contained in this Agreement (other than the representations and warranties of the Company contained in 42 Sections 2.1, 2.2, 2.3 and 2.7) shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except for those representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date, and except that any inaccuracies in such representations and warranties will be disregarded if, after aggregating all inaccuracies in such representations and warranties as of such specific date or the Closing Date (as the case may be and without duplication), such inaccuracies and the circumstances giving rise to all such inaccuracies do not constitute and could not reasonably be expected to result in a Material Adverse Effect on the Acquired Corporations determined as of such specific date or the Closing Date (as the case may be) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 1 contract
Samples: Merger Agreement (Global Sports Inc)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (xA) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct accurate in all respects as of the date of this Agreement Agreement, except that any inaccuracies in such representations and shall warranties will be true disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would are not reasonably be expected to have result in, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to on the qualifications as set forth in the preceding clause (a), as of such particular date) Acquired Corporations (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded, and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
(B) The representations and warranties of the Company contained in this Agreement (except that any representation or warranty that specifically refers to "the date of this Agreement," "the date hereof" or any other date other than the Closing Date speaks as of such date) shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and are not reasonably expected to result in, a Material Adverse Effect on the Acquired Corporations (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Consilium Inc)
Accuracy of Representations. The Each of the representations and warranties made by the Company Fundamental Representations in Sections 2.3 and 2.21 of this Agreement shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular dateAgreement; PROVIDED, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such dateHOWEVER, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, warranties (i) all "Material Adverse Effect" qualifications and other materiality qualifications or any similar qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).. Each of the other representations and warranties made by the Company in this Agreement and in each of the other agreements and instruments delivered to Parent in connection with the transactions contemplated by this Agreement shall have been accurate in all material respects as of the date of this Agreement; PROVIDED, HOWEVER, that, for purposes of determining the accuracy of such representations and warranties (i) all "Material Adverse Effect" qualifications and other materiality qualifications or any similar qualifications contained in such representations and warranties shall be disregarded and (ii) any update or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded. Each of the representations and warranties made by the Company in this Agreement and in each of the other agreements and instruments delivered to Parent in connection with the transactions contemplated by this Agreement shall be accurate in all material respects as of the Closing Date as if made at the Closing (except to the
Appears in 1 contract
Samples: Merger Agreement (Internap Network Services Corp/Wa)
Accuracy of Representations. (a) The representations and warranties of the Company Fundamental Representations set forth in Sections 2.2 (“Capitalization”), 2.3 (“Authority”), 2.4 (“Non-Contravention; Consents”), 2.11 (“Absence of Undisclosed Liabilities”) and 2.22 (“Vote Required”) (the “Company Specified Representations”) (i) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (Agreement, except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), correct as of such particular date) and (it ii) shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on the Closing Date. It being understood that, for purposes of determining the accuracy of such representations and warranties, : (x) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded); and (y) all “Company Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded.
(b) The representations and warranties of the Company contained in this Agreement (other than the Company Specified Representations)(i) shall have been true and correct as of the date of this Agreement, except for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date) and (ii) shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date, except in each case where the failure to be true and correct has not had a Company Material Adverse Effect. It being understood that, for purposes of determining the accuracy of such representations and warranties: (x) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded; and (y) all “Company Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded.
Appears in 1 contract
Samples: Merger Agreement (Telik Inc)
Accuracy of Representations. The (a) Each of the representations and warranties of the Company Fundamental Representations contained in this Agreement, other than the Specified Company Representations, shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (other than any such representation and effect as if made on and as of such date (except to the extent such representations and warranties are specifically warranty made as of a particular specified date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such specified date), except, except that any inaccuracies in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date will be disregarded if the circumstances giving rise to all such inaccuracies (which representations considered collectively) do not constitute, and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have or result in, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates all “Company Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded.
(b) (i) Each of the Specified Company Representations that is qualified by the term Company Material Adverse Effect shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specified date, any update of or modification to the Company Disclosure Schedule made or purported to which shall have been made after accurate in all respects as of such specified date), and (ii) each other Specified Company Representations (other than the representations and warranties contained in the first, second and third sentences of Section 2.3(a), Section 2.3(b) and Section 2.3(d)) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specified date, which shall have been accurate in all material respects as of such specified date); provided, however, that, with respect to clause (ii), for purposes of determining the accuracy of such representations and warranties as of the foregoing dates all “Company Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded.
(c) Each of the representations and warranties of the Company contained in the first, second and third sentences of Section 2.3(a), Section 2.3(b) and Section 2.3(d) shall have been accurate in all respects as of the date of this Agreement and as of the US-LEGAL-11446530/6 174293-0017 3089529.v7 Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specified date, which shall have been accurate in all respects as of such specified date), except that any inaccuracies in such representations and warranties that are, in the aggregate, de minimis in nature and amount will be disregarded.
Appears in 1 contract
Accuracy of Representations. The Company Each of the Apricus Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are 74 Exhibit 2.1 specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Apricus Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company Apricus and Merger Sub contained in this Agreement (other than the Company Apricus Fundamental Representations and the Company Apricus Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company an Apricus Material Adverse Effect (without giving effect to any references therein to any Company Apricus Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Apricus Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 1 contract
Samples: Merger Agreement
Accuracy of Representations. The Company Fundamental Representations (a) Each of the representations and warranties of Parent and Merger Sub contained in this Agreement, other than the Specified Parent Representations, shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (other than any such representation and effect as if made on and as of such date (except to the extent such representations and warranties are specifically warranty made as of a particular specified date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such specified date), except, except that any inaccuracies in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date will be disregarded if the circumstances giving rise to all such inaccuracies (which representations considered collectively) do not constitute, and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have or result in, a Company Parent Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates all “Parent Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded.
(b) (i) Each of the Specified Parent Representations that is qualified by the term Parent Material Adverse Effect shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specified date, any update of or modification to the Company Disclosure Schedule made or purported to which shall have been made after accurate in all respects as of such specified date), and (ii) each other Specified Parent Representations (other than the representations and warranties contained in the first, second and third sentences of Section 3.3(a), Section 3.3(b) and Section 3.3(d)) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specified date, which shall have been accurate in all material respects as of such specified date); provided, however, that, with respect to clause (ii), for purposes of determining the accuracy of such representations and warranties as of the foregoing dates all “Parent Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded.
(c) Each of the representations and warranties of Parent contained in the first, second and third sentences of Section 3.3(a), Section 3.3(b) and Section 3.3(d) shall have been accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specified earlier date, which shall have been accurate in all respects as of such specified date), except that any inaccuracies in such representations and warranties that are, in the aggregate, de minimis in nature and amount will be disregarded.
Appears in 1 contract
Samples: Merger Agreement (CarLotz, Inc.)
Accuracy of Representations. The Company Fundamental Representations shall have been be true and correct in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date). The Company Capitalization Representations shall have been be true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate aggregate, or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company set forth in Section 2.8(b) shall be true and correct in all respects on and as of the Closing Date with the same force and effect as if made on and as of such date. The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and the Company Capitalization Representations) shall have been true representations and correct as warranties of the date of this Agreement and Company set forth in Section 2.8(b)) shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date Date, except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 1 contract
Samples: Merger Agreement (Sesen Bio, Inc.)
Accuracy of Representations. The Company Fundamental (a) Each of the Specified Representations shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct accurate in all material respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically for any Specified Representation made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all material respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date; provided, excepthowever, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantiesthe Specified Representations as of the foregoing dates, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date execution of this Agreement shall be disregarded unless previously agreed to by Parent.
(b) The Other Company Representations shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any Other Company Representation made as of a specific date, which shall have been accurate in all respects as of such date); provided, however, that: (i) for purposes of determining the accuracy of the Other Company Representations as of the foregoing dates (and for purposes of determining the accuracy of the Other Company Representations for purposes of clause “(ii)” of this proviso): (A) all “Company Material Adverse Effect” and other “materiality” qualifications limiting the scope of the Other Company Representations or limiting the scope of any defined terms used in the Other Company Representations shall be disregarded); and (B) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the execution of this Agreement shall be disregarded unless previously agreed to by Parent; and (ii) any inaccuracies in the Other Company Representations will be disregarded if all circumstances constituting such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Company Material Adverse Effect.
Appears in 1 contract
Accuracy of Representations. The Company Fundamental Representations (a) Each of the representations and warranties made by the Seller in this Agreement shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct on and as Agreement, except where the failure of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would accurate has not reasonably be expected impaired or delayed the Seller’s ability to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)consummate the Transactions; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, that for purposes of determining the accuracy of such representations and warranties, all materiality qualifications limiting the scope of such representations and warranties shall be disregarded, and provided further that the failure of a representation and warranty to be accurate, even though not impairing or delaying the Seller’s ability to consummate the Acquisition Transaction, shall not excuse the failure to be accurate of the representations and warranties referenced in subsection (b) immediately below, as provided therein.
(b) The representations and warranties made by the Seller in this Agreement shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date, other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all material respects as of such date; provided, however, that for purposes of determining the accuracy of such representations and warranties: (i) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded).
Appears in 1 contract
Samples: Framework Agreement (Clearone Inc)
Accuracy of Representations. The Company representations and warranties of Parent and Merger Subs made in this Agreement (other than the Parent Fundamental Representations Representations) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Parent Material Adverse Effect (without giving effect to any references therein to any Company Parent Material Adverse Effect or other materiality qualifications), ) or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Parent Disclosure Schedule Letter made or purported to have been made after the date of this Agreement shall be disregarded). The Parent Fundamental Representations shall have been true and correct except in de minimis respects as of the date of this Agreement and shall be true and correct except in de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) in respect of Section 5.2 for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date).
Appears in 1 contract
Accuracy of Representations. The Company Fundamental (A) Each of the Specified Representations shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct accurate in all material respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically for any Specified 51 Representation made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all material respects as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date; provided, excepthowever, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantiesthe Specified Representations as of the foregoing dates, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date execution of this Agreement shall be disregarded.
(B) The Other Company Representations shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any Other Company Representation made as of a specific date, which shall have been accurate in all respects as of such date); provided, however, that: (i) for purposes of determining the accuracy of the Other Company Representations as of the foregoing dates (and for purposes of determining the accuracy of the Other Company Representations for purposes of clause "(ii)" of this proviso): (A) all "Company Material Adverse Effect" and other "materiality" qualifications limiting the scope of the Other Company Representations or limiting the scope of any defined terms used in the Other Company Representations shall be disregarded; and (B) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the execution of this Agreement shall be disregarded; and (ii) any inaccuracies in the Other Company Representations will be disregarded if all circumstances constituting such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected to have or result in, a Company Material Adverse Effect.
Appears in 1 contract
Accuracy of Representations. The (a) Each of the representations and warranties of the Company Fundamental Representations contained in this Agreement, other than the Specified Representations, shall have been true and correct accurate in all respects as of the date of this Agreement (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date) and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (other than any such representation and effect as if made on and as of such date (except to the extent such representations and warranties are specifically warranty made as of a particular specific earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such earlier date), except, except that any inaccuracies in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date will be disregarded if the circumstances giving rise to all such inaccuracies (which representations considered collectively) do not constitute, and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have or result in, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the Specified Representations shall have been accurate in all material respects as of the date of this Agreement (other than any Specified Representation made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date) and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (other than any Specified Representation made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of the Specified Representations as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
Appears in 1 contract
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company Replidyne and Merger Sub contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (aA) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Replidyne Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect, or (bB) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (aA), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all “Replidyne Material Adverse Effect” qualifications and other qualifications based on the word “material” contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Replidyne Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded, except that any update or modification that relates to (x) the termination of any Replidyne Contract or (y) any action that Replidyne deems appropriate in order to divest itself, whether by acquisition, liquidation or otherwise, of its pre-clinical programs and other non-cash assets shall not be so disregarded and shall act to update and modify the applicable representation or warranty).
Appears in 1 contract
Samples: Merger Agreement (Replidyne Inc)
Accuracy of Representations. The Company (a) Each of the Fundamental Representations shall have been true and correct be accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect (as if made on and as of such date the Closing Date); provided, however, that (except to the extent such i) any representations and warranties that by their terms are specifically made as of a particular date, in which case such representations and warranties specific earlier date shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all respects as of the such earlier date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, ; and (ii) any update of of, or modification to to, the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the representations and warranties set forth in Section 3 (other than the Fundamental Representations) shall be accurate in all material respects as of the date of this Agreement and as of the Closing Date (as if made on and as of the Closing Date); provided, however, that (i) any representations and warranties that by their terms are made as of a specific earlier date shall be accurate in all material respects as of such earlier date for purposes of determining the accuracy of such representations and warranties; (ii) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (iii) any update of, or modification to, the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(c) Each representation and warranty of the Seller set forth in any Transaction Document shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date, and each representation and warranty of any Stock Recipient Member in any Investment Representation Letter shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Raptor Pharmaceutical Corp)
Accuracy of Representations. The (a) Each of (i) the first sentence of Section 2.23(a) and (ii) the Fundamental Representations made by the Company or a Blocker Parent in this Agreement shall have been accurate in all but de minimis respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date, other than such Fundamental Representations which by their terms are made as of a specific earlier date, which shall have been accurate in all but de minimis respects as of such earlier date; provided, however, that, for purposes of determining the accuracy of such representations and warranties any update or modification to the Disclosure Schedule purported to have been made after the execution of this Agreement shall be disregarded.
(b) Each of the Specified Representations shall have been true accurate in all material respects as of the date of this Agreement and correct as of the Closing Date as though made on and as of such date, other than such Specified Representations which by their terms are made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date, it being acknowledged and agreed by the parties hereto that “material” shall mean, with respect to the Specified Representations set forth in Section 2.6(a) and Section 2.13, any inaccuracy or inaccuracies which, individually or in the aggregate, would reasonably be expected to result in Damages to Parent in excess of the amounts set forth on Schedule 7.1(b); provided, however, that, for purposes of determining the accuracy of such representations and warranties (i) all materiality, Material Adverse Effect, and similar qualifications limiting the scope of such representations and warranties shall be disregarded, and (ii) any update of or modification to the Disclosure Schedule purported to have been made after the execution of this Agreement shall be disregarded.
(c) Each representation and warranty made by the Company or a Blocker Parent in this Agreement, other than (i) the first sentence of Section 2.23(a), (ii) the Specified Representations and (iii) the Fundamental Representations, shall have been accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if though made on and as of such date, except, in each case, (x) for other than any such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only by their terms are made as of a particular date (specific earlier date, which shall have been accurate in all respects as of such earlier date, except where the failure of such representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on has not had, and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have have, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correctprovided, subject to the qualifications as set forth in the preceding clause (a)however, as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all materiality, Material Adverse Effect, and similar qualifications limiting the scope of such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date execution of this Agreement shall be disregarded).
Appears in 1 contract
Samples: Merger Agreement (RealPage, Inc.)
Accuracy of Representations. The (a) Without limiting the effect or independence of the condition set forth in Section 6.1(b), the representations and warranties of the Company Fundamental Representations contained in this Agreement shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties which are specifically expressly stated to be made as of a particular an earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of such date), it being understood that for the date purposes of this Agreement and shall be true and correct on and as of determining the Closing Date with the same force and effect as if made on and as accuracy of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as each of a particular date the following shall be disregarded: (which i) any "Material Adverse Effect" qualification or any other materiality qualifications contained in such representations and warranties shall warranties, (ii) any inaccuracy that does not, together will all other inaccuracies, have been true a Company Material Adverse Effect, (iii) any inaccuracy that results from general business or economic conditions, (iv) any inaccuracy that results from conditions generally affecting the industry in which the Company or the Company's Subsidiaries competes, (v) any inaccuracy that results from the announcement or pendency of the Merger or any of the transactions contemplated hereby, and correct, subject (vi) any inaccuracy that results from or relates to the qualifications as taking of any action contemplated by this Agreement. 52
(b) Without limiting the effect or independence of the condition set forth in the preceding clause (xSection 6.1(a), as of such particular date). The the representations and warranties of the Company contained in this Agreement (other than except to the Company Fundamental Representations extent such representations and the Company Capitalization Representations) shall have been true and correct warranties which are expressly stated to be made as of the date of this Agreement and an earlier date, which shall be true and correct on and in all respects as of such date) shall be accurate in all respects as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each caseDate, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, that for the purposes of determining the accuracy of such representations and warranties, any update warranties each of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement following shall be disregarded): (i) any "Material Adverse Effect" qualification or any other materiality qualifications contained in such representations and warranties, (ii) any inaccuracy that does not, together with all other inaccuracies, have a Company Material Adverse Effect, (iii) any inaccuracy that results from general business or economic conditions, (iv) any inaccuracy that results from conditions generally affecting the industry in which the Company or the Company's Subsidiaries competes, (v) any inaccuracy that results from the announcement or pendency of the Merger or any of the transactions contemplated hereby, and (vi) any inaccuracy that results from the taking of any action contemplated by this Agreement.
Appears in 1 contract
Accuracy of Representations. The Company Fundamental (A) Each of the Specified Representations shall have been true and correct accurate in all respects as of the date of this Agreement Agreement, and shall be true and correct on and accurate in all respects as of the Closing Date with the same force and effect as if made on and as of such date (except at the Closing Date, without giving effect to any update to the extent Disclosure Schedule, except where such update or updates, individually or in the aggregate, would not have or could not reasonably be expected to have a Material Adverse Effect; provided, however that any such updates shall not limit Purchaser's right to indemnification under Section 9.
(B) All of the other representations and warranties made by Seller and the Founders in this Agreement (considered collectively), and each of such representations and warranties are specifically made as of a particular date(considered individually), in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all material respects as of the date of this Agreement (except for such representations and warranties that are qualified by their terms by a reference to any "Material Adverse Effect" or other materiality qualifications, or any similar qualifications, contained or incorporated directly or indirectly in such representations and warranties, which representations and warranties as so qualified shall be true and correct on in all respects), and shall be accurate in all material respects as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, at the Closing Date (x) except for such inaccuracies representations and warranties that are qualified by their terms by a reference to any "Material Adverse Effect" or other materiality qualifications, or any similar qualifications, contained or incorporated directly or indirectly in such representations and warranties, which are de minimisrepresentatives and warranties as so qualified shall be true and correct in all respects), without giving effect to any update to the Disclosure Schedule except where such update or updates, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not have or could not reasonably be expected to have a Company Material Adverse Effect (without giving effect Effect; provided, however that any such updates shall not limit Purchaser's right to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded)indemnification under Section 9.
Appears in 1 contract
Accuracy of Representations. The representations and warranties of the Company Fundamental Representations contained in this Agreement, other than those contained in Section 2.3, shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect as if made on and as of such date (except as to the extent such representations and warranties are specifically made as of a particular specific date, which shall have been accurate in which case such representations and warranties shall be true and correct all respects as of such date). The Company Capitalization Representations shall have been true , except that, in each case, any inaccuracies in such representations and correct in warranties will be disregarded if, after aggregating all respects inaccuracies of such representations and warranties as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date(without duplication), except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure circumstances giving rise to be so true and correct would all such inaccuracies do not reasonably be expected to have constitute a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to on the qualifications as set forth in the preceding clause (a), as of such particular date) Acquired Corporations (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all “Material Adverse Effect” qualifications and other materiality qualifications, contained in such representations and warranties shall be disregarded, and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded). The representations and warranties of the Company contained in Section 2.3 shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except for de minimus inaccuracies.
Appears in 1 contract
Samples: Merger Agreement (Jni Corp)
Accuracy of Representations. The Company Fundamental Each of the Xxxxx Specified Representations shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and accurate in all respects as of the Scheduled Closing Date with the same force and effect Time as if made on and as of such date at the Scheduled Closing Time (except to the extent such that representations and warranties are specifically made as of a particular date must be accurate in all respects as of that date), in which case such without giving effect to any update to the Xxxxx Disclosure Schedule. Each of the other representations and warranties shall be true and correct as of such date). The Company Capitalization Representations Xxxxx contained in this Agreement shall have been true and correct accurate in all material respects as of the date of this Agreement and all such representations and warranties shall be true and correct on and accurate in all material respects as of the Scheduled Closing Date with the same force and effect Time as if made on and as of such date, except, in each case, at the Scheduled Closing Time (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those except that representations and warranties which address matters only made as of a particular date must be accurate in all material respects as of that date), without giving effect to (which a) any Xxxxx Material Adverse Effect or any other qualification by the words "material," or "materially" or "in all material respects" contained or incorporated directly or indirectly in such representations and warranties shall have been true and correct, subject or (b) any update to the qualifications as set forth in Xxxxx Disclosure Schedule delivered after the preceding clause (x), as date hereof. For purposes of such particular date). The determining whether representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) Xxxxx shall have been true and correct accurate as of the date of this Agreement, any inaccuracies therein that shall have been cured (without such cure resulting or being reasonably expected to result in a Xxxxx Material Adverse Effect) shall be disregarded. Each of the Signing Stockholder Specified Representations of each Signing Stockholder shall have been accurate in all respects as of the date of the execution of the Joinder Agreement by such Signing Stockholder and shall be true and correct on and accurate in all respects as of the Scheduled Closing Date with the same force and effect Time as if made on at the Scheduled Closing Date Time (except (a) that representations and warranties made as of a particular date must be accurate in each caseall respects as of that date), or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein update to any Company Material Adverse Effect or the Signing Stockholder Disclosure Schedule delivered by such Signing Stockholder after the date of the execution of the Joinder Agreement by such Signing Stockholder. Each of the other materiality qualifications), or (b) for those representations and warranties which address matters only of each Signing Stockholder contained in this Agreement shall have been accurate in all material respects as of the date of the execution of the Joinder Agreement by such Signing Stockholder, and all such representations and warranties shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing Time (except that representations and warranties made as of a particular date (which representations shall have been true and correctmust be accurate in all material respects as of that date), subject without giving effect to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining any qualification by the accuracy of words "material," or "materially" or "in all material respects" contained or incorporated directly or indirectly in such representations and warranties, warranties or (b) any update of or modification to the Company a Signing Stockholder Disclosure Schedule made or purported to have been made delivered by such Signing Stockholder after the date of this the execution of the Joinder Agreement by such Signing Stockholder. For purposes of determining whether representations and warranties of a Signing Stockholder shall have been accurate as of the date of the execution of the Joinder Agreement by such Signing Stockholder, any inaccuracies therein that shall have been cured shall be disregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Metron Technology N V)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (xa) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct accurate in all respects as of the date of this Agreement Agreement, except that any inaccuracies in such representations and shall warranties will be true disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have have, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)on the Acquired Corporations; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
(b) The representations and warranties of the Company contained in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Material Adverse Effect on the Acquired Corporations; provided, however, that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Applied Materials Inc /De)
Accuracy of Representations. The (a) Each of the representations and warranties of the Company Fundamental contained in this Agreement, other than the Specified Representations and the representations and warranties covered by Section 6.1(c), shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct as of the Closing Date as if made on and as of the Closing Date with the same force (other than any such representation and effect as if made on and as of such date (except to the extent such representations and warranties are specifically warranty made as of a particular specific earlier date, which shall have been accurate in which case such representations and warranties shall be true and correct all material respects as of such earlier date). The Company Capitalization Representations shall have been true and correct in all respects as , except for inaccuracies of representations or warranties the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimiscircumstances giving rise to which, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true do not constitute and correct would could not reasonably be expected to have result in a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, warranties as of the foregoing dates: (i) all materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Each of the Specified Representations shall have been accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than any Specified Representation made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of the Specified Representations as of the foregoing dates, any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(c) Each of the representations and warranties set forth in Sections 2.3(d) and 2.3(e) shall have been true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date.
Appears in 1 contract
Samples: Merger Agreement (Servidyne, Inc.)
Accuracy of Representations. (a) The representations and warranties of the Company Fundamental Representations contained in this Agreement shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date); PROVIDED, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood HOWEVER that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded.
(b) The representations and warranties of the Company contained in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be accurate in all respects on and as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected to have, a Material Adverse Effect on the Acquired Corporations; PROVIDED, HOWEVER that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded.
Appears in 1 contract
Samples: Merger Agreement (Clare Inc)
Accuracy of Representations. The (a) Without limiting the effect or independence of the condition set forth in Section 6.1(b), the representations and warranties of the Company Fundamental Representations contained in this Agreement shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties which are specifically expressly stated to be made as of a particular an earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of such date), it being understood that for the date purposes of this Agreement and shall be true and correct on and as of determining the Closing Date with the same force and effect as if made on and as accuracy of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as each of a particular date the following shall be disregarded: (which i) any "Material Adverse Effect" qualification or any other materiality qualifications contained in such representations and warranties shall warranties, (ii) any inaccuracy that does not, together will all other inaccuracies, have been true a Company Material Adverse Effect, (iii) any inaccuracy that results from general business or economic conditions, (iv) any inaccuracy that results from conditions generally affecting the industry in which the Company or the Company's Subsidiaries competes, (v) any inaccuracy that results from the announcement or pendency of the Merger or any of the transactions contemplated hereby, and correct, subject (vi) any inaccuracy that results from or relates to the qualifications as taking of any action contemplated by this Agreement. 60
(b) Without limiting the effect or independence of the condition set forth in the preceding clause (xSection 6.1(a), as of such particular date). The the representations and warranties of the Company contained in this Agreement (other than except to the Company Fundamental Representations extent such representations and the Company Capitalization Representations) shall have been true and correct warranties which are expressly stated to be made as of the date of this Agreement and an earlier date, which shall be true and correct on and in all respects as of such date) shall be accurate in all respects as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each caseDate, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, that for the purposes of determining the accuracy of such representations and warranties, any update warranties each of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement following shall be disregarded): (i) any "Material Adverse Effect" qualification or any other materiality qualifications contained in such representations and warranties, (ii) any inaccuracy that does not, together with all other inaccuracies, have a Company Material Adverse Effect, (iii) any inaccuracy that results from general business or economic conditions, (iv) any inaccuracy that results from conditions generally affecting the industry in which the Company or the Company's Subsidiaries competes, (v) any inaccuracy that results from the announcement or pendency of the Merger or any of the transactions contemplated hereby, and (vi) any inaccuracy that results from the taking of any action contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Questcor Pharmaceuticals Inc)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (xa) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained set forth in Article 2 of this Agreement shall be true and correct in all material respects (other than or if qualified as to materiality or Material Adverse Effect, shall be true and correct), as of the Company Fundamental Representations date of this Agreement, provided that if any of such representations or warranties are incorrect or untrue as of the date of this Agreement, the Acquired Corporations shall have the longer of twenty (20) business days and the Company Capitalization Representations) date on which all other conditions in Articles 6, 7 and 8 of this Agreement are satisfied, to cure the circumstances that caused such representations or warranties to be incorrect or untrue and if such circumstances are cured within that period, such representations and warranties shall have been be treated as true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each caseAgreement, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, provided further that any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date hereof shall be disregarded.
(b) The representations and warranties of the Company set forth in Article 2 of this Agreement shall be true and correct in all material respects (or if qualified as to materiality or Material Adverse Effect, shall be true and correct) as of the Effective Time, provided that, for the purpose of determining whether such representations and warranties are true and correct, circumstances arising between the date of this Agreement and the Effective Time which do not constitute, individually or in the aggregate, a Material Adverse Effect with respect to the Acquired Corporations, taking into account the exceptions to Material Adverse Effect set forth in Section 7.4, shall not make such representations and warranties untrue or incorrect, provided further that any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date hereof shall be disregarded).
Appears in 1 contract
Accuracy of Representations. (a) The Company Fundamental Representations representations and warranties of Parent and Merger Sub contained in this Agreement, other than the Specified Representations, shall have been true and correct be accurate in all respects as of the date of this Agreement (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date) and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect (other than any such representation or warranty made as if made on and of a specific earlier date, which shall have been accurate in all respects as of such date (earlier date), except to the extent that any inaccuracies in such representations and warranties are specifically made will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Material Adverse Effect on Parent; provided, however, that: (i) for purposes of determining the accuracy of such representations and warranties as of a particular datethe foregoing dates for purposes of this Section 7.1(a), in which case all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be true disregarded; and correct as (ii) any inaccuracy in or breach of such date). The Company Capitalization Representations any representation or warranty contained in Section 3.12(b) shall be disregarded if Parent is willing and able to consummate the Merger on the scheduled Closing Date.
(b) Each of the representations and warranties of Parent and Merger Sub contained in Sections 3.7, 3.8, 3.14 and 3.15 shall have been true and correct accurate in all material respects as of the date of this Agreement (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date) and shall be true and correct accurate in all material respects as of the Closing Date as if made on and as of the Closing Date with the same force and effect (other than any such representation or warranty made as if made on and of a specific earlier date, which shall have been accurate in all material respects as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular earlier date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case; provided, or in the aggregatehowever, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates for purposes of this Section 7.1(b), any update all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of or modification to the Company Disclosure Schedule made or purported to such representations and warranties shall be disregarded.
(c) The representations and warranties of Parent and Merger Sub contained in Sections 3.2(a), 3.2(b) and 3.2(d) shall have been made after accurate in all respects as of the date of this Agreement (other than any such representation or warranty made as of the Parent Listing Date, which shall have been accurate in all respects as of the Parent Listing Date) and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of the Parent Listing Date, which shall have been accurate in all respects as of the Parent Listing Date), except that any inaccuracies in such representations and warranties that are, in the aggregate, de minimis in nature will be disregarded).
Appears in 1 contract
Samples: Merger Agreement (Cavium, Inc.)
Accuracy of Representations. The Company Fundamental Representations US-LEGAL-11446530/6 174293-0017 3089529.v7
(a) Each of the representations and warranties of Parent and Merger Sub contained in this Agreement, other than the Specified Parent Representations, shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (other than any such representation and effect as if made on and as of such date (except to the extent such representations and warranties are specifically warranty made as of a particular specified date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such specified date), except, except that any inaccuracies in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date will be disregarded if the circumstances giving rise to all such inaccuracies (which representations considered collectively) do not constitute, and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have or result in, a Company Parent Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warrantieswarranties as of the foregoing dates all “Parent Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded.
(b) (i) Each of the Specified Parent Representations that is qualified by the term Parent Material Adverse Effect shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specified date, any update of or modification to the Company Disclosure Schedule made or purported to which shall have been made after accurate in all respects as of such specified date), and (ii) each other Specified Parent Representations (other than the representations and warranties contained in the first, second and third sentences of Section 3.3(a), Section 3.3(b) and Section 3.3(d)) shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specified date, which shall have been accurate in all material respects as of such specified date); provided, however, that, with respect to clause (ii), for purposes of determining the accuracy of such representations and warranties as of the foregoing dates all “Parent Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded.
(c) Each of the representations and warranties of Parent contained in the first, second and third sentences of Section 3.3(a), Section 3.3(b) and Section 3.3(d) shall have been accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than any such representation and warranty made as of a specified earlier date, which shall have been accurate in all respects as of such specified date), except that any inaccuracies in such representations and warranties that are, in the aggregate, de minimis in nature and amount will be disregarded.
Appears in 1 contract
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (xa) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct accurate in all respects as of the date of this Agreement Agreement, except that any inaccuracies in such representations and shall warranties will be true disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would could not reasonably be expected to have have, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)on the Acquired Corporations; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood however that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties will be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement will be disregarded.
(b) The representations and warranties of the Company contained in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected to have, a Material Adverse Effect on the Acquired Corporations; provided, however that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties will be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement will be disregarded).
Appears in 1 contract
Samples: Merger Agreement (Quokka Sports Inc)
Accuracy of Representations. (a) The representations and warranties of the Company Fundamental Representations contained in this Agreement shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date); provided, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood however that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded.
(b) The representations and warranties of the Company contained in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be accurate in all respects on and as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected to have, a Material Adverse Effect on the Acquired Corporations; provided, however that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded.
Appears in 1 contract
Samples: Merger Agreement (Ixys Corp /De/)
Accuracy of Representations. The Company Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct accurate in all respects as of the date of this Agreement Agreement, except that any inaccuracies in such representations and shall warranties will be true disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have have, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)on the Acquired Corporations; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded). The representations and warranties of the Company contained in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Material Adverse Effect on the Acquired Corporations; provided, however, that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded.
Appears in 1 contract
Samples: Merger Agreement (Etec Systems Inc)
Accuracy of Representations. The representations and warranties of the Company made in this Agreement (other than the Company Fundamental Representations Representations) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), ) or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule Letter made or purported to have been made after the date of this Agreement shall be disregarded). The Company Fundamental Representations shall have been true and correct except in de minimis respects as of the date of this Agreement and shall be true and correct except in de minimis respects on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) in respect of Section 4.2 for such inaccuracies which are de minimis, individually or in the aggregate, (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date), or (z) variances arising solely due to the transactions contemplated under the Securities Purchase Agreement.
Appears in 1 contract
Accuracy of Representations. (a) The Company Fundamental Representations representations and warranties of Parent contained in this Agreement shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (time, which representations and warranties shall have been true and correct, subject to the qualifications as set forth accurate in the preceding clause (x), all material respects as of such particular datetime). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case; provided, or in the aggregatehowever, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Parent Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded.
(b) The representations and warranties of Parent contained in Sections 3.1, 3.2, 3.3, 3.8, 3.9, 3.10, 3.11, 3.13 and 3.14 of this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for such representations and warranties which address matters only as of a particular time, which shall have been accurate in all respects as of such particular time), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Material Adverse Effect on Parent; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the Closing Date, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Parent Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded.
Appears in 1 contract
Accuracy of Representations. The Company (a) Each of the Fundamental Representations shall have been true and correct be accurate in all respects as of the date of this Original Agreement and shall be true and correct on Date and as of the Closing Date with the same force and effect (as if made on and as of such date the Closing Date); provided, however, that (except to the extent such i) any representations and warranties that by their terms are specifically made as of a particular date, in which case such representations and warranties specific earlier date shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all respects as of the such earlier date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, ; and (ii) any update of of, or modification to to, the Company Disclosure Schedule made or purported to have been made on or after the date of this Original Agreement Date shall be disregarded.
(b) Each of the representations and warranties set forth in Section 3 (other than the Fundamental Representations) shall be accurate in all material respects as of the Original Agreement Date and as of the Closing Date (as if made on and as of the Closing Date); provided, however, that (i) any representations and warranties that by their terms are made as of a specific earlier date shall be accurate in all material respects as of such earlier date for purposes of determining the accuracy of such representations and warranties; (ii) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (iii) any update of, or modification to, the Disclosure Schedule made or purported to have been made on or after the Original Agreement Date shall be disregarded.
(c) Each representation and warranty of the Seller set forth in any Transaction Document shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date, and each representation and warranty of any Stock Recipient Member in any Investment Representation Letter shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Raptor Pharmaceutical Corp)
Accuracy of Representations. The (a) Each of the representations and warranties made by the Company Fundamental Representations in this Agreement and in each of the other agreements and instruments delivered to Parent in connection with the transactions contemplated by this Agreement shall have been true and correct accurate in all material respects as of the date of this Agreement (except for such representations and warranties that are 37. qualified by their terms by a reference to any "Material Adverse Effect" or other materiality qualifications, or any similar qualifications, contained or incorporated directly or indirectly in such representations and warranties, which representations and warranties as so qualified shall be true and correct on and as in all respects).
(b) Each of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as by the Company in this Agreement and in each of a particular date, the other agreements and instruments delivered to Parent in which case such representations and warranties connection with the transactions contemplated by this Agreement shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct on and as of the Scheduled Closing Date with the same force and effect Time as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in at the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Scheduled Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect Time (without giving effect to any references therein update to the Disclosure Schedule, and except for such representations and warranties which are qualified by their terms by a reference to any Company "Material Adverse Effect Effect" or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correctany similar qualifications, subject to the qualifications as set forth contained or incorporated directly or indirectly in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement which representations and warranties as so qualified shall be disregardedtrue and correct in all respects); provided, however, that, in consideration of the Company's foregoing the printing of red xxxxxxx prospectuses for its proposed initial public offering, (i) any inaccuracies in such representations and warranties arising as a result of any Known Information Event will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected to have, a Substantial Adverse Effect on the Acquired Corporations considered together; and (ii) any inaccuracies in such representations and warranties arising as a result of any Unknown Information Event will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected to have, a Material Adverse Effect on the Acquired Corporations considered together.
Appears in 1 contract
Accuracy of Representations. The (a) Each of the representations and warranties of the Company Fundamental Representations contained in this Agreement, other than the Designated Representations, shall have been true and correct accurate in all respects as of the date of this Agreement and shall will be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (other than any such representation and effect as if made on and as of such date (except to the extent such representations and warranties are specifically warranty made as of a particular specific earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such earlier date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure such failures to be so true accurate that have not had and correct would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications)Effect; provided, or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correcthowever, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all “Company Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties will be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall will be disregarded.
(b) Each of the Designated Representations shall have been accurate in all material respects as of date of this Agreement and will be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (other than any Designated Representation made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such Designated Representations, (i) all “Company Material Adverse Effect” and other materiality qualifications limiting the scope of such Designated Representations will be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement will be disregarded.
Appears in 1 contract
Accuracy of Representations. (a) The Company Fundamental Representations representations and warranties of Parent contained in this Agreement shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct accurate in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date); PROVIDED, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood HOWEVER that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties shall be disregarded, and (ii) any update of or modification to the Company Parent Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded.
(b) The representations and warranties of Parent contained in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be accurate in all respects on and as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected have, a Material Adverse Effect on Parent; PROVIDED, HOWEVER, that, for purposes of determining the accuracy of such representations and warranties as of the Closing Date, (i) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Parent Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded.
Appears in 1 contract
Samples: Merger Agreement (Clare Inc)
Accuracy of Representations. The Company Fundamental Representations Each of the representations and warranties set forth in Section 2, and each of the representations and warranties set forth in each of the other Transaction Documents, shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct accurate in all respects as of the Closing Date as if made on and as of the Closing Date with the same force (other than any representation and effect warranty made only as if made on and of a specific date, which shall have been accurate in all respects as of such date (specific date), except to the extent that any inaccuracies in such representations and warranties are specifically made as of a particular date, in which case will be disregarded if all circumstances rendering such representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in all respects inaccurate (as of the date of this Agreement and shall be true and correct on and Agreement, as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (xotherwise), as of such particular date). The representations considered collectively, do not constitute, and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would could not reasonably be expected to have or result in, a Company Material Adverse Effect Effect; provided, however, that (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (bi) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of this Section 6.1 (including clause “(iii)” of this proviso), in determining the accuracy of such representations and warrantieswarranties (as of the date of this Agreement, as of the Closing Date or otherwise), all materiality qualifications contained in such representations and warranties shall be disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded, and (iii) if there are inaccuracies in such representations and warranties (as of the date of this Agreement, as of the Closing Date or otherwise), and the aggregate cost that would be required to be incurred in order to rectify all circumstances rendering such representations and warranties inaccurate could reasonably be expected to exceed $1,000,000, then such circumstances shall be conclusively presumed to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Verity Inc \De\)
Accuracy of Representations. (A) The Company Fundamental Representations representations and warranties of Parent and Merger Sub contained in this Agreement shall have been true and correct accurate in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date (Agreement, except to the extent that any inaccuracies in such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall will be true and correct as of such date). The Company Capitalization Representations shall have been true and correct in disregarded if the circumstances giving rise to all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which (considered collectively) do not constitute, and are de minimis, individually or in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have result in, a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) on Parent (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded).
(B) The representations and warranties of Parent and Merger Sub contained in this Agreement (except that any representation or warranty that specifically refers to "the date of this Agreement," "the date hereof" or any other date other than the Closing Date speaks as of such date) shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and are not reasonably expected to result in, a Material Adverse Effect on Parent (it being understood that, for purposes of determining the accuracy of such representations and warranties, all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Consilium Inc)
