Common use of REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each of the Shareholders represents and warrants to the Parent and the Merger Sub that the statements contained in this Section 2.1 are correct as to himself or herself as of the date of this Agreement and will be correct as to himself or herself as of the Preliminary Closing Date and the Final Closing Date (as though made then), except as set forth in the disclosure schedule delivered by the Shareholders to the Parent and the Merger Sub on the date hereof, as supplemented or amended in accordance with Section 3.4 of this Agreement (such schedule, as so supplemented or amended, the "Shareholders Disclosure Schedule"). The Shareholders Disclosure Schedule is arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Section 2.1. References in Section 2.1 to a numbered schedule mean the section of the Shareholder Disclosure Schedule that corresponds with that number; for example, references to "Schedule 2.1(b)" mean section 2.1(b) of the Shareholder Disclosure Schedule. The Shareholder Disclosure Schedule constitutes an exception to each warranty or representation set forth herein, whether or not such warranty or representation specifically refers to the Shareholder Disclosure Schedule; accordingly each warranty or representation set forth herein is deemed to be preceded by the clause: "Except as set forth in the Shareholder Disclosure Schedule . . .".

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Transcoastal Marine Services Inc), Agreement and Plan of Merger (Transcoastal Marine Services Inc)

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REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each of the Shareholders represents and warrants to the Parent and the Merger Sub that the statements contained in this Section 2.1 are correct as to himself or herself as of the date of this Agreement and will be correct as to himself or herself as of the Preliminary Closing Date and the Final Closing Date (as though made then), except as set forth in the disclosure schedule delivered by the Shareholders to the Parent and the Merger Sub on the date hereof, as supplemented or amended in accordance with Section 3.4 of this Agreement (such schedule, as so supplemented or amended, the "Shareholders Disclosure Schedule"). The Shareholders Disclosure Schedule is arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Section 2.1. References in Section 2.1 to a numbered schedule mean the section of the Shareholder Disclosure Schedule that corresponds with that number; for example, references to "Schedule 2.1(b)" mean section 2.1(b) of the Shareholder Disclosure Schedule. The Shareholder Disclosure Schedule constitutes an exception to each warranty or representation set forth herein, whether or not such warranty or representation specifically refers to the Shareholder Disclosure Schedule; accordingly Kori Xxxeement and Plan of Merger//Page 7 16 each warranty or representation set forth herein is deemed to be preceded by the clause: "Except as set forth in the Shareholder Disclosure Schedule . . .".

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transcoastal Marine Services Inc)

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REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each of the Shareholders represents and warrants to the Parent and the Merger Sub that the statements contained in this Section 2.1 are correct as to himself or herself as of the date of this Agreement and will be correct as to himself or herself as of the Preliminary Closing Date and the Final Closing Date (as though made then), except as set forth in the disclosure schedule delivered by the Shareholders to the Parent and the Merger Sub on the date hereof, as supplemented or amended in accordance with Section 3.4 of this Agreement (such schedule, as so supplemented or amended, the "Shareholders Disclosure Schedule"). The Shareholders Disclosure Schedule is arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Section 2.1. References in Section 2.1 to a numbered schedule mean the section of the Shareholder Disclosure Schedule that corresponds with that number; for example, references to "Schedule 2.1(b)" mean section 2.1(b) of the Shareholder Disclosure Schedule. The Shareholder Disclosure Schedule constitutes an exception to each warranty or representation set forth herein, whether or not such warranty or representation specifically refers to the Shareholder Disclosure Schedule; accordingly each warranty or representation set forth herein is deemed to be preceded by the clause: "Except as set forth in the Shareholder Disclosure Schedule . . .".

Appears in 1 contract

Samples: Purchase and Sale Agreement (Transcoastal Marine Services Inc)

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