Certificate of Target. Acquiror shall have been provided with a certificate executed on behalf of Target by its President and Chief Financial Officer to the effect that, as of the Effective Time: (i) all representations and warranties made by Target under this Agreement are true and complete in all material respects; and (ii) all covenants, obligations and conditions of this Agreement to be performed by Target on or before such date have been so performed in all material respects.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Network Appliance Inc), Agreement and Plan of Reorganization (Wireless Inc), Agreement and Plan of Reorganization (Cisco Systems Inc)
Certificate of Target. Acquiror shall have been provided with a certificate executed on behalf of Target by its President and Chief Financial Officer to the effect that, as of the Effective Time:
(i) all representations and warranties made by Target under this Agreement are true and complete in all material respects; and
(ii) all covenants, obligations and conditions of this Agreement to be performed by Target on or before such date have been so performed in all material respects.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Cardiometrics Inc), Agreement and Plan of Reorganization (Endosonics Corp), Agreement and Plan of Reorganization (Endosonics Corp)
Certificate of Target. Acquiror shall have been provided with a certificate executed on behalf of Target by its President and Chief Financial Officer to the effect that, as of the Effective Time:
(i) all representations and warranties made by Target under this Agreement are true and complete in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality, which representations and warranties as so qualified shall be true in all respects); and
(ii) all covenants, obligations and conditions of this Agreement to be performed by Target on or before such date have been so performed in all material respects.
Appears in 2 contracts
Samples: Merger Agreement (Ontrack Data International Inc), Merger Agreement (Legato Systems Inc)
Certificate of Target. Acquiror shall have been provided with a --------------------- certificate executed on behalf of Target by its President and Chief Financial Officer to the effect that, as of the Effective Time:
(i) all representations and warranties made by Target under this Agreement are true and complete in all material respects; and
(ii) all covenants, obligations and conditions of this Agreement to be performed by Target on or before such date have been so performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cacheflow Inc)
Certificate of Target. Acquiror shall have been provided with a certificate executed on behalf of Target by its President and Chief Financial Officer to the effect that, as of the Effective Time:
(iA) all representations and warranties made by Target under this Agreement are true and complete in all material respects; and
(iiB) all covenants, obligations and conditions of this Agreement to be performed by Target on or before such date have been so performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ashford Com Inc)
Certificate of Target. Acquiror shall have been provided with a certificate executed on behalf of Target by its President and Chief Financial Officer to the effect that, as of the Effective Time:
(i) all representations and warranties made by Target under this Agreement are true and complete in all material respects; and
(ii) all covenants, obligations and conditions of this Agreement to be performed by Target on or before such date have been so performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vignette Corp)
Certificate of Target. Acquiror shall have been provided with a certificate executed on behalf of Target by its President and Chief Financial Officer to the effect that, as of the Effective Time:
(i) except as set forth on the Target Closing Disclosure Schedule delivered prior to the Effective Time, all representations and warranties made by Target under this Agreement are true and complete in all material respects; and
(ii) all covenants, obligations and conditions of this Agreement to be performed by Target on or before such date have been so performed in all material respects.
Appears in 1 contract
Certificate of Target. Acquiror shall have been provided with a certificate executed on behalf of Target by its President and Chief Financial Officer to the effect that, as of the Effective Time:
(i) all representations and warranties made by Target under this Agreement are true and complete in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality which representations and warranties as so qualified shall be true in all respects); and
(ii) all covenants, obligations and conditions of this Agreement to be performed by Target on or before such date have been so performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cardiovascular Dynamics Inc)
Certificate of Target. Acquiror shall have been provided with a certificate executed on behalf of Target by its President and Chief Financial Officer Director of Finance and Administration to the effect that, as of the Effective Time:
(i) all representations and warranties made by Target under this Agreement are true and complete in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality which representations and warranties as so qualified shall be true in all respects); and
(ii) all covenants, obligations and conditions of this Agreement to be performed by Target on or before such date have been so performed in all material respects.
Appears in 1 contract
Certificate of Target. Acquiror shall have been provided with a certificate executed on behalf of Target by its President and Chief Financial Officer to the effect that, as of the Effective Time:
(i) except as set forth in the Target Disclosure Schedule dated the date of this Agreement and as specifically contemplated by this Agreement, all representations and warranties made by Target under this Agreement are true and complete in all material respects; and
(ii) all covenants, obligations and conditions of this Agreement to be performed by Target on or before such date have been so performed in all material respects.
Appears in 1 contract
Samples: Merger Agreement (Cisco Systems Inc)
Certificate of Target. Acquiror shall have been provided with a certificate executed on behalf of Target by its President and Chief Financial Officer to the effect that, as of the Effective Time:
(i) all representations and warranties made by Target and the Shareholders under this Agreement are true and complete in all material respects; and
(ii) all covenants, obligations and conditions of this Agreement to be performed by Target on or before such date have been so performed in all material respects.
Appears in 1 contract
