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 accurate 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, 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 as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 as of such particular date or with respect to such specified period).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (NCR Corp), Agreement and Plan of Merger (Retalix LTD), Agreement and Plan of Merger (Retalix LTD)
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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe 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 with the same force and effect as if made on the Closing Date except (a) in each case, or with respect 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 specified periodparticular 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: Agreement and Plan of Merger and Reorganization (Apricus Biosciences, Inc.), Agreement and Plan of Merger and Reorganization (Synlogic, Inc.), Agreement and Plan of Merger and Reorganization (Mirna Therapeutics, Inc.)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Check-Cap 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 accurate 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, 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 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 accurate in all material respects and 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 accurate and complete as of such date). The Check-Cap Capitalization Representations shall have been accurate and complete as of the date of this Agreement and shall be accurate and complete on and as of the Closing Date (other thanwith the same force and effect as if made on and as of such date, except, in each case, (a) for such inaccuracies which are de minimis, individually or in the aggregate or (b) for those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been accurate and complete, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Check-Cap contained in this Agreement (other than the Check-Cap Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Check-Cap Capitalization Representations) shall have been accurate in all respects and complete as of the date of this Agreement and as of the Closing Date as if made shall be accurate and complete on and as of the Closing Date with the same force and effect as if made on the Closing Date except (other than, i) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be accurate and complete would not reasonably be expected to have a Check-Cap Material Adverse Effect qualifications (without giving effect to any references therein to any Check-Cap Material Adverse Effect or other materiality qualifications) or (ii) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been accurate and complete, subject to a specified period of timethe qualifications as set forth in the preceding clause (i), that need only be accurate 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 Check-Cap Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof 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 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe 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 with the same force and effect as if made on the Closing Date except (a) in each case, or with respect in the aggregate, where the failure to be 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 specified periodparticular 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: Agreement and Plan of Merger and Reorganization (BioPharmX Corp), Agreement and Plan of Merger (Versartis, Inc.), Agreement and Plan of Merger And
Accuracy of Representations. The representations and warranties of the Company in this Agreement (other than the Parent 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Parent Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate as of such particular date). The representations and warranties of Parent and Merger Sub contained in this Agreement (other than the Parent Fundamental Representations and the 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 with respect in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Parent Material Adverse Effect (without giving effect to any references therein to any 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 specified periodparticular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, 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 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (BioPharmX Corp), Agreement and Plan of Merger (Versartis, Inc.), Agreement and Plan of Merger And
Accuracy of Representations. (i) The representations representation and warranties warranty of the Company set forth 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 thereinSection 2.8(b) shall have been accurate 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; (ii) the Company Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but 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 (other than, in each case, those except to the extent such representations and warranties that address matters only are specifically made as of a particular date or only with respect to a specified period of timedate, that need only be accurate as of such particular date or with respect to such specified period), except where the failure of in which case such representations and warranties to shall be accurate, individually or true and correct in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The representations and warranties all but de minimis respects as of such date); (iii) the Company contained in Sections 3.1, 3.3 Fundamental Representations (other than Section 3.3(e)), and 3.24 (collectively, the “Fundamental Company Capitalization Representations”) that do not contain materiality or Material Adverse Effect qualifications therein shall have been accurate true and correct in all material respects as of the date of this Agreement and shall be accurate 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); and (iv) the representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and Section 2.8(b)) 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 and as of the Closing Date except (other than, a) in each case, those Fundamental Representations that do or in the aggregate, where the failure to be so true and correct would not contain materiality or reasonably be expected to have a Company Material Adverse Effect qualifications (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate in all material 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 with respect modification to such specified period). The Fundamental Representations that contain materiality the Company Disclosure Schedule made or Material Adverse Effect qualifications shall purported to have been accurate in all respects as of made after the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 shall be accurate as of such particular date or with respect to such specified perioddisregarded).
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Kidpik Corp.), Agreement and Plan of Merger and Reorganization (MorphImmune Inc.), Agreement and Plan of Merger and Reorganization (Immunome 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe 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 with the same force and effect as if made on the Closing Date except (a) in each case, or with respect in the aggregate, where the failure to be so true and correct would not 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 specified periodparticular 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), Agreement and Plan of Merger (TRxADE HEALTH, 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 as of such date). The net revenue for fiscal years 2021 and 2022 as set forth in the Company Audited Financial Statements and prepared in accordance with GAAP, consistently applied, shall not be less than eighty percent (80%) of the corresponding year’s net revenue set forth in the Company Financials for the same or equivalent periods as prepared in accordance with GAAP, consistently applied. The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental 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 (other than, in each case, a) for those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the following clause (b), that need only be accurate in all material respects as of such particular date date) or with respect (b) in each case, or in the aggregate, where the failure to such specified period). The Fundamental Representations that contain materiality or be true and correct would not reasonably be expected to have a Company Material Adverse Effect qualifications shall (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications) (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 accurate in all respects as of made after the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 shall be accurate as of such particular date or with respect to such specified perioddisregarded).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Kubient, Inc.), Agreement and Plan of Merger and Reorganization (Kubient, 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 accurate 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, 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 3.1this Agreement, 3.3 (other than those contained in Section 3.3(e))2.8, 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 thanexcept as to such representations and warranties made as of a specific date, which shall have been accurate in all respects as of such date), except that, in each case, those Fundamental Representations that any inaccuracies in such representations and warranties will be disregarded if, after aggregating all inaccuracies of such representations and warranties 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 contain materiality or 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 that address matters only as other materiality qualifications, contained in such representations and warranties shall be disregarded, and (ii) any update of a particular or modification to the Company Disclosure Schedule made or purported to have been made after the date or only with respect to a specified period of time, that need only this Agreement shall be accurate in all material respects as of such particular date or with respect to such specified perioddisregarded). The Fundamental Representations that contain materiality or Material Adverse Effect qualifications 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 (other thanDate, except that, in each case, those Fundamental Representations that contain materiality or 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 that address matters only as other materiality qualifications, contained in such representations and warranties shall be disregarded, and (ii) any update of a particular or modification to the Company Disclosure Schedule made or purported to have been made after the date or only with respect to a specified period of time, that need only this Agreement shall be accurate as of such particular date or with respect to such specified perioddisregarded).
Appears in 2 contracts
Samples: Exhibit 1 (Applied Micro Circuits Corp), Agreement and Plan of Merger (Applied Micro Circuits Corp)
Accuracy of Representations. The Except for the representations and warranties of the Company set forth in this Agreement Sections 2.6(a), 2.6(b) (other than the first two sentences thereof), 2.6(c) and 2.6(d), the SDI 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 accurate 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 (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 representations and warranties of SDI set forth in Sections 2.6(a), 2.6(b) (other than the first two sentences thereof), 2.6(c) and 2.6(d) 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 (other than, in each case, those representations and warranties that address matters only solely as of a particular date or only the Closing Date, inaccuracies that are de minimis in the aggregate on the Closing Date) with respect to a specified period of time, that need only be accurate the same force and effect as if made on and 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 Effectdate. The representations and warranties of the Company SDI contained in Sections 3.1, 3.3 this Agreement (other than Section 3.3(e)), and 3.24 (collectively, the “SDI Fundamental Representations”) that do not contain materiality or Material Adverse Effect qualifications therein shall have been accurate true and correct in all material respects as of the date of this Agreement and shall be accurate true and correct 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 the Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or without giving effect to any references therein to any SDI Material Adverse Effect qualifications or other materiality qualifications), except for those representations and that warranties which address matters only as of a particular date or only with respect to a specified period of time, that need only be accurate (which representations shall have been true and correct in all material respects without giving effect to any references therein to any SDI Material Adverse Effect or other materiality qualifications 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 with respect modification to such specified period). The Fundamental Representations that contain materiality SDI Disclosure Letter made or Material Adverse Effect qualifications shall purported to have been accurate in all respects as of made after the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 shall be accurate as of such particular date or with respect to such specified perioddisregarded).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Turning Point Brands, Inc.), Agreement and Plan of Merger and Reorganization (Standard Diversified 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 thereinthe representation in Section 2.8(a) shall have been accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe 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, 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 with respect in the aggregate, where the failure to be 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 specified periodparticular 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, Agreement and Plan of Merger and Reorganization (Aviragen Therapeutics, Inc.)
Accuracy of Representations. The representations and warranties of the Company in this Agreement (other than the Keystone 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 accurate and 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 accurate and 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 Closing Date (other than, in each case, those extent such representations and warranties that address matters only are specifically made as of a particular date or only with respect to a specified period of timedate, that need only be accurate as of such particular date or with respect to such specified period), except where the failure of in which case such representations and warranties to shall be accurate, individually or in the aggregate, has not had accurate and would not reasonably be expected to have a Material Adverse Effectcomplete as of such date). 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 Keystone Capitalization Representations shall have been accurate and complete in all material respects as of the date of this Agreement and shall be accurate in all material respects and complete on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other thansuch date, except, in each case, (a) for such inaccuracies which are de minimis, individually or in the aggregate or (b) for those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been accurate and complete, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Keystone contained in this Agreement (other than the Keystone Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Keystone Capitalization Representations) shall have been accurate in all respects and complete as of the date of this Agreement and as of the Closing Date as if made shall be accurate and complete on and as of the Closing Date with the same force and effect as if made on the Closing Date except (other than, i) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be so accurate and complete would not reasonably be expected to have a Keystone Material Adverse Effect qualifications (without giving effect to any references therein to any Keystone Material Adverse Effect or other materiality qualifications) or (ii) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been accurate and complete, subject to a specified period of timethe qualifications as set forth in the preceding clause (i), that need only be accurate 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 Keystone Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof 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 representations and warranties Each of the Company in this Agreement (other than the MEDS 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental MEDS Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate as of such particular date). The representations and warranties of MEDS and Merger Sub contained in this Agreement (other than the MEDS Fundamental Representations and the 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 with respect in the aggregate, where the failure to be true and correct would not reasonably be expected to have a MEDS Material Adverse Effect (without giving effect to any references therein to any 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 specified periodparticular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the 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), Agreement and Plan of Merger (TRxADE HEALTH, INC)
Accuracy of Representations. (i) The representations and warranties of the Company contained 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) Section 2.3 shall have been accurate true and accurate, other than de minimis inaccuracies, at and as of the date of this Agreement hereof and shall be true and accurate, other than de minimis inaccuracies, at and as of the Closing Date as if made on at and as of such time (except to the Closing Date (other than, in each case, those representations extent that any such representation and warranties that address matters only warranty expressly speaks as of a particular date or only with respect to a specified period of time, that need only in which case such representation and warranty shall be accurate true and accurate, other than de minimis inaccuracies, as of such particular date or with respect to such specified periodperiod of time), except where ; (ii) 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 Section 2.1(a) (other than Section 3.3(e)first sentence only), Section 2.17, Section 2.18, Section 2.19(a)(i), Section 2.20, Section 2.22 and 3.24 (collectively, the “Fundamental Representations”) that do not contain materiality or Material Adverse Effect qualifications therein Section 2.23 shall have been true and accurate in all material respects at and as of the date of this Agreement hereof and shall be true and 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 at and as of the Closing Date as if made on at and as of such time (except to the Closing Date (other than, in each case, those Fundamental Representations extent that contain materiality or Material Adverse Effect qualifications any such representation and that address matters only warranty expressly speaks as of a particular date or only with respect to a specified period of time, that need only in which case such representation and warranty shall be so true and accurate as of such particular date or with respect period of time); provided, however, that, for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded; (iii) the representations and warranties of the Company contained in Section 2.5(a) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate at and as of the Closing Date as if made at and as of such time; and (iv) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses “(i)” through “(iii)”) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate at and as of the Closing Date as if made at and as of such specified periodtime (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as would not, individually or in the aggregate, constitute or reasonably be expected to constitute, a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties, all materiality and “Company Material Adverse Effect” qualifications set forth in such representations and warranties shall be disregarded.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Analog Devices Inc), Agreement and Plan of Merger (Maxim Integrated Products Inc)
Accuracy of Representations. The Each of the representations and warranties of made by the Company Sellers in this Agreement shall have been accurate in all material respects (other than the Fundamental Representations except for (as defined below)i) (as such representations and warranties would read, solely for purpose of this section, without any qualifications as that are qualified by their terms by a reference to materiality or to Material Adverse Effect included therein) Change, which representations as so qualified shall have been accurate in all respects, and (ii) the representation and warranty set forth in Section 2.3(b), which shall have been accurate in all respects except where any inaccuracy would not have a material adverse effect on the ability of the Purchaser to operate the Enterprise Search Business after the Closing) as of the date of this Agreement, and each of the representations and warranties made by the Sellers in this Agreement shall be accurate in all material respects (except for (i) such representations and warranties that are qualified by their terms by a reference to materiality or to Material Adverse Change, which representations as so qualified shall be accurate in all respects, and (ii) the representation and warranty set forth in Section 2.3(b), which shall be accurate in all respects except where any inaccuracy would not have a material adverse effect on the ability of the Purchaser to operate the Enterprise Search Business after the Closing) as of the Closing Date as if made on and as of the Closing Date (other thanDate, in each case, those except for representations and warranties that address matters only speak as of a particular specific 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 which shall have been accurate in all material respects as of the date of this Agreement (except for such representations 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 warranties that do not contain are qualified by their terms by a reference to materiality or to Material Adverse Effect qualifications and that address matters only Change, which representations 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 so qualified 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, in each case, those Fundamental Representations that 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 respects) as of such particular date or with respect to such specified period)time.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Verity Inc \De\), Asset Purchase Agreement (Inktomi Corp)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Meerkat 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Meerkat 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 (other thanwith 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 Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Meerkat and Merger Sub contained in this Agreement (other than the Meerkat Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Meerkat Capitalization Representations) shall have been accurate in all respects true and correct as of the date of this Agreement and as of the Closing Date as if made 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 (other than, a) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Meerkat Material Adverse Effect qualifications (without giving effect to any references therein to any Meerkat Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate 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 Meerkat Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Synlogic, Inc.), Agreement and Plan of Merger and Reorganization (Mirna 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate true and correct in all material respects as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate, (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate 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 with respect in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Material Adverse Effect (without giving effect to any references therein to any Material Adverse Effect or other materiality qualifications) 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 specified periodparticular 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 Letter 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 (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (Kintara 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe 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 with the same force and effect as if made on the Closing Date except (a) in each case, or with respect 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 specified periodparticular 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: Support Agreement (Talaris Therapeutics, Inc.), Agreement and Plan of Merger (Zafgen, Inc.)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Parent 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate true and correct in all material respects as of such particular date or with respect to such specified perioddate). The Fundamental Parent Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (w) for such inaccuracies which are de minimis, individually or in the aggregate, (x) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (w), that need only be accurate 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 Parent and Merger Sub contained in this Agreement (other than the Parent Fundamental Representations and the 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 with respect in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Parent Material Adverse Effect (without giving effect to any references therein to any Parent Material Adverse Effect or other materiality qualifications) 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 specified periodparticular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Parent Disclosure Letter 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 (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (Kintara 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 accurate 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, 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 complete in all material respects as of the date of this Agreement and shall be accurate in all material respects and 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects and complete as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate and complete in all respects as of the date of this Agreement and shall be accurate and complete on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been accurate and complete, subject to a specified period of timethe 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 accurate and complete as of the date of this Agreement and shall be accurate and 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 with respect in the aggregate, where the failure to be so accurate and 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 accurate and complete, subject to the qualifications as set forth in the preceding clause (a), as of such specified periodparticular 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: Support Agreement (Vascular Biogenics Ltd.), Agreement and Plan of Merger and Reorganization (Gemini Therapeutics, Inc. /DE)
Accuracy of Representations. (i) The representations and warranties of the Company Parent and Merger Sub set forth 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 thereinSection 3.8(b) shall have been accurate 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; (ii) the Parent Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but 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 (other than, in each case, those except to the extent such representations and warranties that address matters only are specifically made as of a particular date or only with respect to a specified period of timedate, that need only be accurate as of such particular date or with respect to such specified period), except where the failure of in which case such representations and warranties to shall be accurate, individually or true and correct in all but de minimis respects as of such date); (iii) 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 Parent Fundamental Representations (other than Section 3.3(e)), and 3.24 (collectively, the “Fundamental Parent Capitalization Representations”) that do not contain materiality or Material Adverse Effect qualifications therein shall have been accurate true and correct in all material respects as of the date of this Agreement and shall be accurate 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); and (iv) the representations and warranties of Parent and Merger Sub contained in this Agreement (other than the Parent Fundamental Representations, the Parent Capitalization Representations and Section 3.8(b)) 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 and as of the Closing Date except (other than, a) in each case, those Fundamental Representations that do or in the aggregate, where the failure to be so true and correct would not contain materiality or reasonably be expected to have a Parent Material Adverse Effect qualifications (without giving effect to any references therein to any Parent Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate in all material 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 with respect modification to such specified period). The Fundamental Representations that contain materiality the Parent Disclosure Schedule made or Material Adverse Effect qualifications shall purported to have been accurate in all respects as of made after the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 shall be accurate as of such particular date or with respect to such specified perioddisregarded).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (MorphImmune Inc.), Agreement and Plan of Merger and Reorganization (Immunome Inc.)
Accuracy of Representations. The representations and warranties of the Company in this Agreement (other than the Parent 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 thereinthe representation in Section 3.9(a) shall have been accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Parent Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate as of such particular date). The representations and warranties of Parent and Merger Sub contained in this Agreement (other than the Parent Fundamental Representations, the representation in Section 3.9(a) and the 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 with respect in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Parent Material Adverse Effect (without giving effect to any references therein to any 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 specified periodparticular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, 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 2 contracts
Samples: Agreement and Plan of Merger and Reorganization, Agreement and Plan of Merger and Reorganization (Aviragen Therapeutics, Inc.)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Nautilus 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Nautilus 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 (other thanwith 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 Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Nautilus and Merger Sub contained in this Agreement (other than the Nautilus Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Nautilus Capitalization Representations) shall have been accurate in all respects true and correct as of the date of this Agreement and as of the Closing Date as if made 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 (other than, a) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Nautilus Material Adverse Effect qualifications (without giving effect to any references therein to any Nautilus Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate 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 Nautilus Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Nivalis 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe 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 with the same force and effect as if made on the Closing Date except (a) in each case, or with respect 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 specified periodparticular 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).. 73 Exhibit 2.1 7.2
Appears in 1 contract
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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe 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 with the same force and effect as if made on the Closing Date except (a) in each case, or with respect 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 specified periodparticular 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: Agreement and Plan of Merger (Fresh Vine Wine, Inc.)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the PubCo 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) PubCo Capitalization Representations shall have been accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 97 particular date, in which case such representations and warranties shall be true and correct as of such date). The representations and warranties of PubCo and Merger Sub contained in this Agreement (other than the PubCo Fundamental Representations and the PubCo 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 (other than, a) in each case, those Fundamental Representations that do or in the aggregate, where the failure to be true and correct would not contain materiality or reasonably be expected to have a PubCo Material Adverse Effect qualifications (without giving effect to any references therein to any PubCo Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate in all material 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 with respect modification to such specified period). The Fundamental Representations that contain materiality the PubCo Disclosure Schedule made or Material Adverse Effect qualifications shall purported to have been accurate in all respects as of made after the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 shall be accurate as of such particular date or with respect to such specified perioddisregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vallon Pharmaceuticals, 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate true and correct in all material respects as of such particular date and it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or with respect modification to such specified periodthe 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 (other than the Company Fundamental Representations that contain materiality or Material Adverse Effect qualifications Representations) shall have been accurate true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made 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 the Closing Date (other than, in each case, those Fundamental Representations that contain materiality or Material Adverse Effect qualifications except to the extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate true and correct in all respects as of such particular date and it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or with respect modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded), except in each case where the failure of such specified period)representations to be true and correct would not have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aquinox Pharmaceuticals, 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 accurate true and correct in all material respects (provided that Section 2.6 (Capitalization) may have de minimis deviations) 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 Closing Date (other than, in each case, those extent such representations and warranties that address matters only are specifically made as of a particular date or only with respect to a specified period of timedate, that need only be accurate as of such particular date or with respect to such specified period), except where the failure of in which case such representations and warranties to shall be accurate, individually or true and correct in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectall material respects as of such date). The representations and warranties of the Company contained in Sections 3.1, 3.3 this Agreement (other than Section 3.3(e)), and 3.24 (collectively, the “Company Fundamental Representations”) that do not contain materiality or Material Adverse Effect qualifications therein shall have been accurate in all material respects true and correct as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date, except (other than, a) in each case, those Fundamental Representations that do or in the aggregate, where the failure to be true and correct would not contain materiality or reasonably be expected to have a Company Material Adverse Effect qualifications (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate in all material 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 with respect modification to such specified period). The Fundamental Representations that contain materiality the Company Disclosure Schedule made or Material Adverse Effect qualifications shall purported to have been accurate in all respects as of made after the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 shall be accurate as of such particular date or with respect to such specified perioddisregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seachange International 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 accurate 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 and as of such date (except to the Closing Date (other than, in each case, those extent such representations and warranties that address matters only are specifically made as of a particular date or only with respect to a specified period of timedate, that need only be accurate as of such particular date or with respect to such specified period), except where the failure of in which case such representations and warranties to shall be accurate, individually or in the aggregate, has not had true and would not reasonably be expected to have a Material Adverse Effectcorrect as of such date). 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 Capitalization Representations shall have been accurate true and correct in all material respects as of the date of this Agreement and shall be accurate in all material respects true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate, or (y) for those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Company Capitalization Representations) shall have been accurate in all respects true and correct as of the date of this Agreement and as of the Closing Date as if made 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 (other than, a) in each case, those Fundamental Representations that contain materiality 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 qualifications (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications) or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate 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 or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (AVROBIO, Inc.)
Accuracy of Representations. (i) The representations and warranties of the Company Parent and Merger Sub set forth 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 thereinSection 3.8(b) shall have been accurate 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; (ii) the Parent Capitalization Representations shall have been true and correct in all but de minimis respects as of the date of this Agreement and shall be true and correct in all but 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 (other than, in each case, those except to the extent such representations and warranties that address matters only are specifically made as of a particular date or only with respect to a specified period of timedate, that need only be accurate as of such particular date or with respect to such specified period), except where the failure of in which case such representations and warranties to shall be accurate, individually or true and correct in all but de minimis respects as of such date); (iii) 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 Parent Fundamental Representations (other than Section 3.3(e)), and 3.24 (collectively, the “Fundamental Parent Capitalization Representations”) that do not contain materiality or Material Adverse Effect qualifications therein shall have been accurate true and correct in all material respects as of the date of this Agreement and shall be accurate 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); and (iv) the representations and warranties of Parent and Merger Sub contained in this Agreement (other than the Parent Fundamental Representations, the Parent Capitalization Representations and Section 3.8(b) 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 and as of the Closing Date except (other than, a) in each case, those Fundamental Representations that do or in the aggregate, where the failure to be so true and correct would not contain materiality or reasonably be expected to have a Parent Material Adverse Effect qualifications (without giving effect to any references therein to any Parent Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate in all material 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 with respect modification to such specified period). The Fundamental Representations that contain materiality the Parent Disclosure Schedule made or Material Adverse Effect qualifications shall purported to have been accurate in all respects as of made after the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 shall be accurate as of such particular date or with respect to such specified perioddisregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Kidpik Corp.)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Magenta 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Magenta Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate, (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate as of such particular date) or (z) variances arising solely due to the transactions contemplated under the Subscription Agreement. The representations and warranties of Magenta and Merger Sub contained in this Agreement (other than the Magenta Fundamental Representations and the Magenta 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 with respect in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Magenta Material Adverse Effect (without giving effect to any references therein to any Magenta 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 specified periodparticular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Magenta 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 (Magenta Therapeutics, Inc.)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Parent 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 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 (other thanwith 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 Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Parent and Merger Sub contained in this Agreement (other than the Parent Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Parent Capitalization Representations) shall have been accurate in all respects true and correct as of the date of this Agreement and as of the Closing Date as if made 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 (other than, a) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Parent Material Adverse Effect qualifications (without giving effect to any references therein to any Parent Material Adverse Effect or other materiality qualifications) or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate 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 Parent Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Aduro Biotech, Inc.)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Zordich 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Zordich 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 (other thanwith 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 Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Zordich and Merger Sub contained in this Agreement (other than the Zordich Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Zordich Capitalization Representations) shall have been accurate in all respects true and correct as of the date of this Agreement and as of the Closing Date as if made 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 (other than, a) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Zordich Material Adverse Effect qualifications (without giving effect to any references therein to any Zordich Material Adverse Effect or other materiality qualifications) or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate 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 Zordich Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 1 contract
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Orion 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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). After giving effect to any update of or modification to the Orion Disclosure Schedule made after the date of this Agreement, the Orion Capitalization Representation 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 (other thanwith 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 Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Orion and Merger Sub contained in this Agreement (other than the Orion Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Orion Capitalization Representation) shall have been accurate in all respects true and correct as of the date of this Agreement and as of the Closing Date as if made 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 (other than, a) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be true and correct has not had, and would not reasonably be expected to have an Orion Material Adverse Effect qualifications (without giving effect to any references therein to any Orion Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties (other than the Orion Capitalization Representation), any update of or modification to the Orion Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (OvaScience, 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate, (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe 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 with the same force and effect as if made on the Closing Date except (a) in each case, or with respect 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 specified periodparticular 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 Letter 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 (ARCA Biopharma, 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate, or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe 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 with the same force and effect as if made on the Closing Date except (a) in each case, or with respect 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 specified periodparticular 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: Agreement and Plan of Merger (Magenta Therapeutics, Inc.)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Parent 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate true and correct in all material respects as of such particular date or with respect to such specified perioddate). The Fundamental Parent Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (w) for such inaccuracies which are de minimis, individually or in the aggregate, (x) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (w), that need only be accurate as of such particular date), (y) variances arising solely due to the transactions contemplated under the Stock Purchase Agreement or (z) 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 Parent and Merger Sub contained in this Agreement (other than the Parent Fundamental Representations and the 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 with respect in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Parent Material Adverse Effect (without giving effect to any references therein to any 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 specified periodparticular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Parent Disclosure Letter 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 Each of the Company in this Agreement (other than the Fresh Vine 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Fresh Vine Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate as of such particular date). The representations and warranties of Fresh Vine and Merger Sub contained in this Agreement (other than the Fresh Vine Fundamental Representations and the Fresh Vine 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 with respect in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Fresh Vine Material Adverse Effect (without giving effect to any references therein to any Fresh Vine 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 specified periodparticular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Fresh Vine 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 (Fresh Vine Wine, Inc.)
Accuracy of Representations. The representations and warranties of the Company in this Agreement (other than the Parent 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate true and correct in all material respects as of such particular date or with respect to such specified perioddate). The Fundamental Parent Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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, except, in each case, (x) for such inaccuracies which are de minimis, individually and 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 in all respects, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of Parent and Merger Sub contained in this Agreement (other than the Parent Fundamental Representations and the 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 and as of the Closing Date Date, except (other than, a) where the failure to be so true and correct would not result in each case, those Fundamental Representations that contain materiality or a Parent Material Adverse Effect qualifications (without giving effect to any references therein to any Parent Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate 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 Parent Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (NTN Buzztime Inc)
Accuracy of Representations. The representations and warranties Each 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 accurate 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 Closing Date (other than, in each case, those extent such representations and warranties that address matters only are specifically made as of a particular date or only with respect to a specified period of timedate, that need only be accurate as of such particular date or with respect to such specified period), except where the failure of in which case such representations and warranties to shall be accurate, individually or in the aggregate, has not had true and would not reasonably be expected to have a Material Adverse Effectcorrect as of such date). 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 IP Representations shall have been accurate true and correct in all material respects as of the date of this Agreement and shall be accurate 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate as of such particular date or with respect to such specified perioddate).. The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and the Company IP
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caladrius Biosciences, 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 (except to the Closing Date (other than, in each case, those Fundamental Representations that contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate true and correct as of such date), except, at each date, for such inaccuracies which are de minimis, individually and in the aggregate. The warranty of the Company made in Section 5.01(d)(i) shall have been true and correct in all respects as of each date, if any, that the Company delivered Additional Financial Statements to Parent for inclusion in the Form S-4 and Proxy Statement. 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 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 (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), except, at each date, where the failure to be so true and correct would not, individually and in the aggregate, reasonably be expected to have a Company Material Adverse Effect. For purposes of determining the accuracy of the representations and warranties as provided in this Section 7.01, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date or with respect to such specified period)of this Agreement shall be disregarded.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Conatus Pharmaceuticals Inc.)
Accuracy of Representations. The representations and warranties of the Company in this Agreement (other than the Nobul 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 accurate and complete in all material respects (without giving effect to any references therein to any Nobul Material Adverse Effect or other materiality qualifications) as of the date of this Agreement and shall be accurate and 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 Closing Date (other than, in each case, those extent such representations and warranties that address matters only are specifically made as of a particular date or only with respect to a specified period of timedate, that need only be accurate as of such particular date or with respect to such specified period), except where the failure of in which case such representations and warranties to shall be accurate, individually or in the aggregate, has not had accurate and would not reasonably be expected to have a Material Adverse Effectcomplete as of such date). 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 Nobul Capitalization Representations shall have been accurate and complete in all material respects as of the date of this Agreement and shall be accurate in all material respects and complete on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other thansuch date, except, in each case, (a) for such inaccuracies which are de minimis, individually or in the aggregate or (b) for those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been accurate and complete, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Nobul contained in this Agreement (other than the Nobul Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Nobul Capitalization Representations) shall have been accurate in all respects and complete as of the date of this Agreement and as of the Closing Date as if made shall be accurate and complete on and as of the Closing Date with the same force and effect as if made on the Closing Date except (other than, i) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be so accurate and complete would not reasonably be expected to have a Nobul Material Adverse Effect qualifications (without giving effect to any references therein to any Nobul Material Adverse Effect or other materiality qualifications) or (ii) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been accurate and complete, subject to a specified period of timethe qualifications as set forth in the preceding clause (i), that need only be accurate 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 Nobul Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 1 contract
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Aspen 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 accurate 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 and as of such date (except to the Closing Date (other than, in each case, those extent such representations and warranties that address matters only are specifically made as of a particular date or only with respect to a specified period of timedate, that need only be accurate as of such particular date or with respect to such specified period), except where the failure of in which case such representations and warranties to shall be accurate, individually or in the aggregate, has not had true and would not reasonably be expected to have a Material Adverse Effectcorrect as of such date). 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 Aspen Capitalization Representations shall have been accurate true and correct in all material respects as of the date of this Agreement and shall be accurate in all material respects true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Aspen and Merger Sub contained in this Agreement (other than the Aspen Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Aspen Capitalization Representations) shall have been accurate in all respects true and correct as of the date of this Agreement and as of the Closing Date as if made 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 (other than, a) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be true and correct would not reasonably be expected to have an Aspen Material Adverse Effect qualifications (without giving effect to any references therein to any Aspen Material Adverse Effect or other materiality qualifications) or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate 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 Aspen Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (AVROBIO, Inc.)
Accuracy of Representations. The Except for the representations and warranties of the Company set forth in this Agreement Sections 2.6(a), 2.6(b) (other than the first two sentences thereof), 2.6(c) and 2.6(d), the Privateer 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 accurate 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 (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 representations and warranties of Privateer set forth in Sections 2.6(a), 2.6(b) (other than the first two sentences thereof), 2.6(c) and 2.6(d) 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 (other than, in each case, those representations and warranties that address matters only as of a particular date or only the Closing Date, inaccuracies that are de minimis in the aggregate on the Closing Date) with respect to a specified period of time, that need only be accurate the same force and effect as if made on and 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 Effectdate. The representations and warranties of the Company Privateer contained in Sections 3.1, 3.3 this Agreement (other than Section 3.3(e)), and 3.24 (collectively, the “Privateer Fundamental Representations”) that do not contain materiality or Material Adverse Effect qualifications therein shall have been accurate true and correct in all material respects as of the date of this Agreement and shall be accurate true and correct 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 the Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or without giving effect to any references therein to any Privateer Material Adverse Effect qualifications or other materiality qualifications), except for those representations and that warranties which address matters only as of a particular date or only with respect to a specified period of time, that need only be accurate (which representations shall have been true and correct in all material respects without giving effect to any references therein to any Privateer Material Adverse Effect or other materiality qualifications 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 with respect modification to such specified period). The Fundamental Representations that contain materiality Privateer Disclosure Letter made or Material Adverse Effect qualifications shall purported to have been accurate in all respects as of made after the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 shall be accurate as of such particular date or with respect to such specified perioddisregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tilray, 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) Company Capitalization Representations shall have been accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 as of such date). Notwithstanding the foregoing, the Company may increase its total number of authorized shares to 120,000,000 in connection with the Company Financing and the Company’s Capitalization Representation in Section 3.6(a) shall be deemed to be true and correct in all material respects as of the Closing Date 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 if made 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 (other than, a) in each case, those Fundamental Representations that do or in the aggregate, where the failure to be so true and correct would not contain materiality or reasonably be expected to have a Company Material Adverse Effect qualifications (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications) or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate in all material 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 with respect modification to such specified period). The Fundamental Representations that contain materiality the Company Disclosure Schedule made or Material Adverse Effect qualifications shall purported to have been accurate in all respects as of made after the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 shall be accurate as of such particular date or with respect to such specified perioddisregarded unless waived by PubCo).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vallon Pharmaceuticals, 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 shall be true 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 accurate as of the date of this Agreement 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 be true and correct in all respects on and as of the Closing Date (other thanwith 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 that which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate as of such particular date or with respect to such specified perioddate), except where the failure of such . The representations and warranties to of the Company set forth in Section 2.8(b) shall be accurate, individually or true and correct in all respects on and as of the aggregate, has not had Closing Date with the same force and would not reasonably be expected to have a Material Adverse Effecteffect as if made on and as of such date. The representations and warranties of the Company contained in Sections 3.1, 3.3 this Agreement (other than Section 3.3(e)), and 3.24 (collectivelythe Company Fundamental Representations, the “Fundamental Representations”) that do not contain materiality or Material Adverse Effect qualifications therein shall have been accurate in all material respects as Company Capitalization Representations and the representations and warranties of the date of this Agreement and Company set forth in Section 2.8(b)) shall be accurate in all material respects as of the Closing Date as if made true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date, except (other than, a) in each case, those Fundamental Representations that do or in the aggregate, where the failure to be true and correct would not contain materiality or have a Company Material Adverse Effect qualifications (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate in all material 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 with respect modification to such specified period). The Fundamental Representations that contain materiality the Company Disclosure Schedule made or Material Adverse Effect qualifications shall purported to have been accurate in all respects as of made after the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 shall be accurate as of such particular date or with respect to such specified perioddisregarded).
Appears in 1 contract
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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate true and correct in all material respects as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate, (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate 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 with respect in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Material Adverse Effect (without giving effect to any references therein to any 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 specified periodparticular 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 Letter 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 Each of the Company in this Agreement (other than the Vibrant 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 accurate 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, 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 complete in all material respects as of the date of this Agreement and shall be accurate in all material respects and 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 accurate and complete as of such date). The Vibrant Capitalization Representations shall have been accurate and complete as of the date of this Agreement and shall be accurate and complete on and as of the Closing Date (other thanwith 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 Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been accurate and complete, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Vibrant and Merger Sub contained in this Agreement (other than the Vibrant Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Vibrant Capitalization Representations) shall have been accurate in all respects and complete as of the date of this Agreement and as of the Closing Date as if made shall be accurate and complete on and as of the Closing Date with the same force and effect as if made on the Closing Date except (other than, a) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be accurate and complete would not reasonably be expected to have an Vibrant Material Adverse Effect qualifications (without giving effect to any references therein to any Vibrant Material Adverse Effect or other materiality qualifications) or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been accurate and complete, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate 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 Vibrant Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 1 contract
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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate true and correct in all material respects as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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, except, in each case, (x) for such inaccuracies which are de minimis, individually and 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 in all respects, subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties of the Company made in Section 5.16 shall have been true and correct in all respects as of each date, if any, that the Company delivered the applicable financial statements to Parent for inclusion in the Registration Statement and Proxy Statement. The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and those in made in Section 5.16) 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 and as of the Closing Date Date, except (other than, a) where the failure to be so true and correct would not result in each case, those Fundamental Representations that contain materiality or a Company Material Adverse Effect qualifications (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate 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 or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (NTN Buzztime Inc)
Accuracy of Representations. The representations and warranties Each 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate, (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate as of such particular date) or (z) as expressly required or permitted by this Agreement. 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 with respect 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 specified periodparticular 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: Agreement and Plan of Merger and Reorganization (OncoMed Pharmaceuticals 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) Company Capitalization Representations shall have been accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 as of such 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 (other than, a) in each case, those Fundamental Representations that do or in the aggregate, where the failure to be so true and correct would not contain materiality or reasonably be expected to have a Company Material Adverse Effect qualifications (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications) or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate in all material 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 with respect modification to such specified period). The Fundamental Representations that contain materiality the Company Disclosure Schedule made or Material Adverse Effect qualifications shall purported to have been accurate in all respects as of made after the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 shall be accurate as of such particular date or with respect to such specified perioddisregarded unless waived by PubCo).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seneca Biopharma, 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 accurate 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, 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 3.1this Agreement, 3.3 (other than those contained in Section 3.3(e))2.3, 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 thanexcept as to such representations and warranties made as of a specific date, which shall have been accurate in all respects as of such date), except that, in each case, those Fundamental Representations that any inaccuracies in such representations and warranties will be disregarded if, after aggregating all inaccuracies of such representations and warranties 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 contain materiality or constitute 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 that address matters only as other materiality qualifications, contained in such representations and warranties shall be disregarded, and (ii) any update of a particular or modification to the Company Disclosure Schedule made or purported to have been made after the date or only with respect to a specified period of time, that need only this Agreement shall be accurate in all material respects as of such particular date or with respect to such specified perioddisregarded). The Fundamental Representations that contain materiality or Material Adverse Effect qualifications 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 (other thanDate, in each case, those Fundamental Representations that 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 as of such particular date or with respect to such specified period)except for de minimus inaccuracies.
Appears in 1 contract
Accuracy of Representations. The Those representations and warranties of LSI set forth in Section 2 that refer specifically to and by their terms are made as 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 Signing Date will have been accurate as of the date Signing Date, and all other representations and warranties of this Agreement and LSI set forth in Section 2 will be accurate as of the Closing Date as if made on and as of the Closing Date (other thanDate, in each casecase without giving effect to any limitation on any representation or warranty indicated by the words “Seller Material Adverse Effect”, those “in all material respects”, “in any material respect”, “material” or “materially”, except to the extent such limitation applies to a list expressly required by such representation or warranty to be set forth in the Sellers Disclosure Schedule or a Schedule to this Agreement; provided, however, that, for purposes of this Section 8.1, any inaccuracies in the representations and warranties that address matters only as of a particular date LSI will be disregarded if the facts or only with respect to a specified period of time, that need only be accurate as of such particular date circumstances constituting or with respect giving rise to such specified period)inaccuracies (considered collectively) do not have, 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 have, a Seller Material Adverse Effect. The representations and warranties For purposes of determining whether such facts or circumstances have a Seller Material Adverse Effect, none of the Company contained in Sections 3.1following will be taken into account: (i) any adverse effect (including any claim, 3.3 litigation, disruption of business relationships, or loss of employees) arising from or attributable to (other than Section 3.3(e)), and 3.24 (collectively, A) the “Fundamental Representations”) that do not contain materiality announcement or Material Adverse Effect qualifications therein shall have been accurate in all material respects as pendency of any of the date Contemplated Transactions, or (B) changes after the Signing Date affecting the semiconductor industry or the U.S. economy generally; (ii) the taking of any action required by this Agreement or any of the Ancillary Agreements; (iii) any breach by Purchaser of this Agreement or the Confidentiality Agreement; and shall be accurate (iv) any change after the Signing Date in all material respects as of applicable Legal Requirements or 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 as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 as of such particular date or with respect to such specified period)interpretation thereof.
Appears in 1 contract
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Apricus 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 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 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 (other thanwith 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 Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Apricus and Merger Sub contained in this Agreement (other than the Apricus Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Apricus Capitalization Representations) shall have been accurate in all respects true and correct as of the date of this Agreement and as of the Closing Date as if made 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 (other than, a) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be true and correct would not reasonably be expected to have an Apricus Material Adverse Effect qualifications (without giving effect to any references therein to any Apricus Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate 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 Apricus Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Apricus Biosciences, Inc.)
Accuracy of Representations. The representations and warranties (a) Each of the Company in this Agreement (other than the Fundamental Parent Designated 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 accurate 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, 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 except for any such representations and that address matters only warranties made as of a particular date or only with respect to a specified period of timespecific date, that need only be which shall have been accurate in all material respects as of such particular date or with respect to date); provided, however, that, for purposes of determining the accuracy of such specified period). The Fundamental Representations that contain representations and warranties as of the foregoing dates, (i) all materiality or Material Adverse Effect 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 Parent Disclosure Schedule made or purported to have been accurate in all respects as of 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 (other than, in each case, those Fundamental Representations that contain materiality or Material Adverse Effect qualifications except for any such representations and that address matters only warranties made as of a particular date or only with respect to a specified period of timespecific date, that need only be which shall have been accurate in all respects as of such particular 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 or with respect to of this Agreement shall be disregarded; and (ii) any inaccuracies in such specified period).representations and warranties will be disregarded if all such inaccuracies (considered collectively) do not constitute, and would not have, a Parent Material Adverse Effect. 7.2
Appears in 1 contract
Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co)
Accuracy of Representations. The representations and warranties of the Company in this Agreement (other than the Fundamental Representations (as defined below)a) (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 accurate 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, 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”2.3(a) that do not contain materiality or Material Adverse Effect qualifications therein of this Agreement shall have been accurate 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 in each case for inaccuracies that are de minimis in the aggregate, (b) the representations and warranties of the Company contained in Section 2.1 or Section 2.18 of this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be accurate true and correct 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 the Closing Date, and (c) the other thanrepresentations and warranties of the Company contained in this Agreement 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 (i) individually or in the aggregate, in each casewhere the failure to be true and correct has not had, those Fundamental Representations that do and would not contain materiality or reasonably be expected to have, a Company Material Adverse Effect qualifications or (ii) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (i), that need only be accurate in all material 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 with respect modification to such specified period). The Fundamental Representations that contain materiality the Company Disclosure Schedule made or Material Adverse Effect qualifications shall purported to have been accurate in all respects as of made after the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 shall be accurate as of such particular date or with respect to such specified perioddisregarded for all purposes).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cancer Genetics, 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) the Seller Fundamental Representations shall have been accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (X) for such inaccuracies which are de minimis, individually or in the aggregate or (Y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe 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 and the Sellers contained in this Agreement (other than the Company Fundamental Representations, the Company Capitalization Representations and the Seller Fundamental 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 with respect 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 specified periodparticular 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: Share Purchase Agreement (Carbylan Therapeutics, Inc.)
Accuracy of Representations. The representations and warranties of the Company made in this Agreement (other than the Company 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 thereinRepresentations) shall have been accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except (other than, a) in each case, those Fundamental Representations that do or in the aggregate, where the failure to be so true and correct would not contain materiality or reasonably be expected to have a Material Adverse Effect qualifications (without giving effect to any references therein to any Material Adverse Effect or other materiality qualifications) or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate in all material respects 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 Letter made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded). The Company Fundamental Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) in respect of Section 4.2, for such inaccuracies which are de minimis in the aggregate, (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate as of such particular date date), or with respect (z) variances arising solely due to such specified period)the transactions contemplated under the Subscription Agreement.
Appears in 1 contract
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the WPCS 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 WPCS 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 (other thanwith 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, (y) for those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate in all material respects as of such particular date date) or with respect (z) changes to such specified period)WPCS’ capitalization arising from transactions occurring after September 6, 2017, which have been expressly consented to in writing by DropCar. The representations and warranties of WPCS and Merger Sub contained in this Agreement (other than the WPCS Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the WPCS Capitalization Representations) shall have been accurate in all respects true and correct as of the date of this Agreement and as of the Closing Date as if made 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 (other than, a) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be true and correct would not reasonably be expected to have a WPCS Material Adverse Effect qualifications (without giving effect to any references therein to any WPCS Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate 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 WPCS Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger (WPCS International Inc)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Caladrius 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 accurate 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 Closing Date (other than, in each case, those extent such representations and warranties that address matters only are specifically made as of a particular date or only with respect to a specified period of timedate, that need only be accurate as of such particular date or with respect to such specified period), except where the failure of in which case such representations and warranties to shall be accurate, individually or in the aggregate, has not had true and would not reasonably be expected to have a Material Adverse Effectcorrect as of such date). 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 Caladrius SEC Matters Representations shall have been accurate true and correct in all material respects as of the date of this Agreement and shall be accurate 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 as of such date). The Caladrius 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 (other thanwith 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 Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Caladrius and Merger Sub contained in this Agreement (other than the Caladrius Fundamental Representations, the Caladrius SEC Matters Representations that contain materiality or Material Adverse Effect qualifications and the Caladrius Capitalization Representations) shall have been accurate in all respects true and correct as of the date of this Agreement and as of the Closing Date as if made 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 (other than, a) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Caladrius Material Adverse Effect qualifications (without giving effect to any references therein to any Caladrius Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which 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).date
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caladrius Biosciences, Inc.)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Arrow 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only 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). Each of the Arrow IP Representations shall have been true and correct in all material respects (without giving effect to any references therein to any Arrow Material Adverse Effect or other materiality qualifications) on and as of the Closing Date with the same force and effect as if made on and as of such date or only with respect (except to the extent such Arrow IP Representations are specifically made as of a specified period of timeparticular date, that need only be accurate in which case such Arrow IP Representations shall have been true and correct in all material respects as of such particular date or with respect to such specified perioddate). The Fundamental Arrow Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, those for such inaccuracies which are de minimis, individually or in the aggregate and 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 representations and warranties of Arrow and Merger Subs contained in this Agreement (other than the Arrow Fundamental Representations that contain materiality Representations, the Arrow IP Representations, and the Arrow 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 true and correct would not reasonably be expected to have an Arrow Material Adverse Effect qualifications (without giving effect to any references therein to any Arrow Material Adverse Effect or other materiality qualifications), or (B) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (A), that need only be accurate as of such particular date). For the sake of clarity, it is understood that, for purposes of determining the accuracy of the representations and warranties of Arrow, any update of or modification to the Arrow Disclosure Schedule made or purported to have been made after the date or with respect to such specified period)of this Agreement shall be disregarded.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oncogenex Pharmaceuticals, Inc.)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the PubCo 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) PubCo Capitalization Representations shall have been accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 as of such date). The representations and warranties of PubCo and Merger Sub contained in this Agreement (other than the PubCo Fundamental Representations and the PubCo 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 (other than, a) in each case, those Fundamental Representations that do or in the aggregate, where the failure to be true and correct would not contain materiality or reasonably be expected to have a PubCo Material Adverse Effect qualifications (without giving effect to any references therein to any PubCo Material Adverse Effect or other materiality qualifications) or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate in all material 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 with respect modification to such specified period). The Fundamental Representations that contain materiality the PubCo Disclosure Schedule made or Material Adverse Effect qualifications shall purported to have been accurate in all respects as of made after the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 shall be accurate as of such particular date or with respect to such specified perioddisregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seneca Biopharma, 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Representations that contain materiality After giving effect to any update of or Material Adverse Effect qualifications modification to the Company Disclosure Schedule made after the date of this Agreement, the Company Capitalization Representation shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe 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 Representation) 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 with respect in the aggregate, where the failure to be so true and correct has not had, and 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 specified periodparticular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties (other than the Company Capitalization Representation), 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 (OvaScience, 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 representations and warranties of the Company contained in this Agreement (other than the Company Fundamental 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 (other than, a) in each case, those Fundamental Representations that do or in the aggregate, where the failure to be true and correct would not contain materiality or reasonably be expected to have a Company Material Adverse Effect qualifications (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate in all material 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 with respect modification to such specified period). The Fundamental Representations that contain materiality the Company Disclosure Schedule made or Material Adverse Effect qualifications shall purported to have been accurate in all respects as of made after the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 shall be accurate as of such particular date or with respect to such specified perioddisregarded).. 7.2
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Skye Bioscience, 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date date, and without giving effect to any references therein to any Company Material Adverse Effect or with respect to such specified periodother materiality qualifications). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies representing less than 0.50% of the Company Outstanding Shares in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe 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 with the same force and effect as if made on the Closing Date except (a) in each case, or with respect in the aggregate, where the failure to be 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 specified periodparticular 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: Agreement and Plan of Merger and Reorganization (Edge Therapeutics, Inc.)
Accuracy of Representations. The representations and warranties (a) Each of the Company in this Agreement (other than the Fundamental Designated 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 accurate 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, 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 except for any such representations and that address matters only warranties made as of a particular date or only with respect to a specified period of timespecific date, that need only be which shall have been accurate in all material respects as of such particular date or with respect to date); provided, however, that, for purposes of determining the accuracy of such specified period). The Fundamental Representations that contain representations and warranties as of the foregoing dates, (i) all materiality or Material Adverse Effect 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 date Closing Date as if made on the Closing Date (except for any such representations and warranties made as of this Agreement 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, 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 (other than, in each case, those Fundamental Representations that contain materiality or Material Adverse Effect qualifications except for any such representations and that address matters only warranties made as of a particular date or only with respect to a specified period of timespecific date, that need only be which shall have been accurate in all respects as of such particular 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 or with respect to of this Agreement shall be disregarded; and (ii) any inaccuracies in such specified period).representations and warranties will be disregarded if all such inaccuracies (considered collectively) do not constitute a Company Material Adverse Effect. 6.2
Appears in 1 contract
Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Terrain 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Terrain 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 (other thanwith 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 Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Terrain and Merger Sub contained in this Agreement (other than the Terrain Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Terrain Capitalization Representations) shall have been accurate in all respects true and correct as of the date of this Agreement and as of the Closing Date as if made 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 (other than, a) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Terrain Material Adverse Effect qualifications (without giving effect to any references therein to any Terrain Material Adverse Effect or other materiality qualifications) or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate 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 Terrain Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 1 contract
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Gem 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 accurate 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, 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 complete in all material respects as of the date of this Agreement and shall be accurate in all material respects and 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 accurate and complete as of such date). The Gem Capitalization Representations shall have been accurate and complete as of the date of this Agreement and shall be accurate and complete on and as of the Closing Date (other thanwith 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 Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been accurate and complete, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Gem and Merger Sub contained in this Agreement (other than the Gem Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Gem Capitalization Representations) shall have been accurate in all respects and complete as of the date of this Agreement and as of the Closing Date as if made shall be accurate and complete on and as of the Closing Date with the same force and effect as if made on the Closing Date except (other than, a) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be accurate and complete would not reasonably be expected to have a Gem Material Adverse Effect qualifications (without giving effect to any references therein to any Gem Material Adverse Effect or other materiality qualifications) or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been accurate and complete, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate 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 Gem Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Gemini Therapeutics, Inc. /DE)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Parent 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Parent Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate, (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate as of such particular date) or (z) variances arising solely due to the transactions contemplated under the Subscription Agreement. The representations and warranties of Parent and Merger Sub contained in this Agreement (other than the Parent Fundamental Representations and the 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 with respect in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Parent Material Adverse Effect (without giving effect to any references therein to any 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 specified periodparticular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, 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: Agreement and Plan of Merger (Neoleukin Therapeutics, Inc.)
Accuracy of Representations. The representations and warranties of the Company in this Agreement (other than the Parent 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Parent Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 (except to the Closing Date (other than, in each case, those Fundamental Representations that contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate true and correct as of such date), except, at each date, for such inaccuracies which are de minimis, individually and in the aggregate. The warranty of Parent made in Section 5.01(d)(i) shall have been true and correct in all respects as of each date, if any, that Parent delivered Additional Financial Statements to the Company for inclusion in the Form S-4 and Proxy Statement. The representations and warranties of the Parent contained in this Agreement (other than the Parent Fundamental Representations and the 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 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 (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), except, at each date, where the failure to be so true and correct would not, individually and in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. For purposes of determining the accuracy of the representations and warranties as provided in this Section 8.01, any update of or modification to the Parent Disclosure Schedule made or purported to have been made after the date or with respect to such specified period)of this Agreement shall be disregarded.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Conatus Pharmaceuticals Inc.)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Milan 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Milan Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate, (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate as of such particular date) or (z) as expressly required or permitted by this Agreement. The representations and warranties of Milan and Merger Sub contained in this Agreement (other than the Milan Fundamental Representations and the Milan 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 with respect in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Milan Material Adverse Effect (without giving effect to any references therein to any Milan 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 specified periodparticular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Milan 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 (OncoMed Pharmaceuticals Inc)
Accuracy of Representations. The representations and warranties of the Company in this Agreement (other than the Parent 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Parent Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate, (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate as of such particular date). The representations and warranties of Parent and Merger Subs contained in this Agreement (other than the Parent Fundamental Representations and the 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 with respect in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Parent Material Adverse Effect (without giving effect to any references therein to any 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 specified periodparticular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Parent Disclosure Letter 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 (ARCA Biopharma, Inc.)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Apricus 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 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 (other thanwith 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 Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Apricus and Merger Sub contained in this Agreement (other than the Apricus Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Apricus Capitalization Representations) shall have been accurate in all respects true and correct as of the date of this Agreement and as of the Closing Date as if made 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 (other than, a) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be true and correct would not reasonably be expected to have an Apricus Material Adverse Effect qualifications (without giving effect to any references therein to any Apricus Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate 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 Apricus Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded).. 8.2
Appears in 1 contract
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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only 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). Each of the Company IP Representations shall have been true and correct in all material respects (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications) on and as of the Closing Date with the same force and effect as if made on and as of such date or only with respect (except to the extent such Company IP Representations are specifically made as of a specified period of timeparticular date, that need only be accurate in which case such Company IP Representations shall have been true and correct in all material respects as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, those for such inaccuracies which are de minimis, individually or in the aggregate and 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 representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations that contain materiality Representations, the Company IP 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 true and correct would not reasonably be expected to have a Company Material Adverse Effect qualifications (without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications), or (B) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (A), that need only be accurate as of such particular date). For the sake of clarity, it is understood that, for purposes of determining the accuracy of the representations and warranties of the Company, any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date or with respect to such specified period)of this Agreement shall be disregarded.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oncogenex Pharmaceuticals, Inc.)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Parent 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date date, and without giving effect to any reference therein to Parent Material Adverse Effect or with respect to such specified periodother materiality qualifications). The Fundamental Parent Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies representing less than 0.50% of the Parent Outstanding Shares in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (x), that need only be accurate as of such particular date). The representations and warranties of Parent and Merger Sub contained in this Agreement (other than the Parent Fundamental Representations and the 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 with respect in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Parent Material Adverse Effect (without giving effect to any references therein to any 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 specified periodparticular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, 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: Agreement and Plan of Merger and Reorganization (Edge Therapeutics, Inc.)
Accuracy of Representations. The representations and warranties of the Company Replidyne and Merger Sub contained 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 accurate as of the date of this Agreement true and 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 correct as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (other than, A) in each case, those Fundamental Representations that do or in the aggregate, where the failure to be true and correct would not contain materiality or reasonably be expected to have a Replidyne Material Adverse Effect qualifications Effect, or (B) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (A), that need only be accurate in all material respects as of such particular date or with respect to date) (it being understood that, for purposes of determining the accuracy of such specified period). The Fundamental Representations that contain materiality or representations and warranties, (i) all “Replidyne Material Adverse Effect 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 Replidyne Disclosure Schedule made or purported to have been accurate in all respects as of 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 as of other non-cash assets shall not be so disregarded and shall act to update and modify the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that contain materiality applicable representation 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 as of such particular date or with respect to such specified periodwarranty).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Replidyne Inc)
Accuracy of Representations. The representations and warranties Each of the Company in this Agreement (other than the Carnivale 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Carnivale 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 (other thanwith 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 Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (X), that need only be accurate in all material respects as of such particular date or with respect to such specified perioddate). The representations and warranties of Carnivale contained in this Agreement (other than the Carnivale Fundamental Representations that contain materiality or Material Adverse Effect qualifications and the Carnivale Capitalization Representations) shall have been accurate in all respects true and correct as of the date of this Agreement and as of the Closing Date as if made 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 (other than, A) in each case, those Fundamental Representations that contain materiality or in the aggregate, where the failure to be so true and correct would not have a Carnivale Material Adverse Effect qualifications (without giving effect to any references therein to any Carnivale Material Adverse Effect or other materiality qualifications), or (B) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (A), that need only be accurate 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 Carnivale Disclosure Schedule made or purported to have been made after the date or with respect to such specified periodof this Agreement shall be disregarded).
Appears in 1 contract
Samples: Share Purchase Agreement (Carbylan Therapeutics, Inc.)
Accuracy of Representations. The representations and warranties of the Company in this Agreement (other than the Parent Fundamental Representations (as defined below)) (as such representations shall be true 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 accurate as of the date of this Agreement 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 Parent Capitalization Representations shall be true and correct in all respects on and as of the Closing Date (other thanwith 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 that which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe qualifications set forth in the preceding clause (x), that need only be accurate as of such particular date or with respect to such specified perioddate), 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 Parent and Merger Sub set forth in Sections 3.1, 3.3 (other than Section 3.3(e)), 3.8(b) shall be true and 3.24 (collectively, the “Fundamental Representations”) that do not contain materiality or Material Adverse Effect qualifications therein shall have been accurate correct in all material respects as of the date of this Agreement 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. The representations and warranties of Parent and Merger Sub contained in this Agreement (other than the Parent Fundamental Representations, the Parent Capitalization Representations or the representations and warranties of Parent and Merger Sub set forth in Section 3.8(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 except (other than, a) in each case, those Fundamental Representations that do or in the aggregate, where the failure to be true and correct would not contain materiality or have a Parent Material Adverse Effect qualifications (without giving effect to any references therein to any Parent Material Adverse Effect or other materiality qualifications), or (b) for those representations and that warranties which address matters only as of a particular date or only with respect (which representations shall have been true and correct, subject to a specified period of timethe qualifications as set forth in the preceding clause (a), that need only be accurate in all material 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 with respect modification to such specified period). The Fundamental Representations that contain materiality the Parent Disclosure Schedule made or Material Adverse Effect qualifications shall purported to have been accurate in all respects as of made after the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than, in each case, those Fundamental Representations that 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 shall be accurate as of such particular date or with respect to such specified perioddisregarded).
Appears in 1 contract
Accuracy of Representations. The representations and warranties Each 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 accurate as of the date of this Agreement true and 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 correct in all material respects as of the date of this Agreement and shall be accurate in all material respects 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 Closing Date (other than, in each case, those Fundamental Representations that do not contain materiality or Material Adverse Effect qualifications extent such representations and that address matters only warranties are specifically made as of a particular date or only with respect to a specified period of timedate, that need only in which case such representations and warranties shall be accurate in all material respects true and correct as of such particular date or with respect to such specified perioddate). The Fundamental Company Capitalization Representations that contain materiality or Material Adverse Effect qualifications shall have been accurate 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 the Closing Date (other thansuch date, except, in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those Fundamental Representations that contain materiality or Material Adverse Effect qualifications representations and that warranties which address matters only as of a particular date or only with respect (which representations and warranties shall have been true and correct, subject to a specified period of timethe 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 with the same force and effect as if made on the Closing Date except (a) in each case, or with respect 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 specified periodparticular 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: Agreement and Plan of Merger and Reorganization (Aduro Biotech, Inc.)
