Interpretation of Representations. Each representation and warranty made in this Agreement or pursuant hereto is independent of all other representations and warranties made by the same parties, whether or not covering related or similar matters, and must be independently and separately satisfied. Exceptions or qualifications to any such representation or warranty shall not be construed as exceptions or qualifications to any other representation or warranty.
Interpretation of Representations. All determinations as to the existence of a breach of a representation or warranty shall be made without reference to any qualification as to the maker’s knowledge, it being understood that all such qualifications are made in the interest of full and fair disclosure and to preclude any claim of fraud or misrepresentation, but are not intended to limit the remedies available for a breach of this Agreement.
Interpretation of Representations. 45 11.7 Reliance...............................................................................................45 11.8
Interpretation of Representations. 45 9.13 Reliance by Parent and Acquisition Sub.............................................................45 9.14
Interpretation of Representations. 49 12.5. Reliance by Buyer. 50 12.6. Entire Understanding. 50 12.7. Assignment. 50 12.8. Waivers. 50 12.9. Severability. 51 12.10. Counterparts. 51 12.11. Section Headings. 51 12.12. References. 51 12.13. Controlling Law. 51 12.14. Jurisdiction and Process. 51 12.15. Waiver of Jury Trial. 51 12.16. No Third-Party Beneficiaries. 52 12.17. Delivery by Facsimile or E-mail. 52 12.18. Interpretation of Agreement. 52 Exhibits Exhibit A Form of Management Agreement Exhibit B Form of Note Disclosure Schedules
Interpretation of Representations. 41 12.7 Reliance by HAI and Newco.......................................41 12.8
Interpretation of Representations. 29 10.15. Reliance by Parent and Purchaser......................................................30 10.16. Tax Disclosure........................................................................30 Page ANNEX I: Defined Terms ANNEX III: Form of Parent Tax Certificate ANNEX IV: Form of Company Tax Certificate ANNEX V: Form of Tax Opinion from Parent's Counsel ANNEX VI: Form of Tax Opinion from Company's Counsel ================================================================================ AGREEMENT AND PLAN OF MERGER AMONG NCO GROUP, INC., NCPM ACQUISITION CORPORATION AND NCO PORTFOLIO MANAGEMENT, INC. Dated as of December 12, 2003 ================================================================================
Interpretation of Representations. 42 12.7 Reliance by HAI and Newco......................................................................42 12.8 Reliance by HealthAxis.........................................................................43 12.9
Interpretation of Representations. Each warranty and representation made by the Company in this Agreement and the Registration Rights Agreement is independent of all other warranties and representations made by the Company (whether or not covering related or similar matters) and must be independently and separately satisfied.
Interpretation of Representations. 34 13.7 Reliance by Emergent and Newco . . . . . . . . . . . . . 34 13.8 Entire nderstanding . . . . . . . . . . . . . . . . . . . . 34 13.9 Parties in Interest. . . . . . . . . . . . . . . . . . . . 34 13.10 Waivers. . . . . . . . . . . . . . . . . . . . . . . . . . . 34 13.11 Severability . . . . . . . . . . . . . . . . . . . . . . . . 34 13.12 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 13.13
