Common use of REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of the disclosure in such Schedule) or in the Acquiror SEC Reports filed or furnished by Acquiror prior to the date hereof (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward-looking in nature and (y) any exhibits or other documents appended thereto), Acquiror and Merger Sub represent and warrant to the Company as follows:

Appears in 2 contracts

Samples: Merger Agreement (Seaport Global Acquisition II Corp.), Merger Agreement (American Battery Materials, Inc.)

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REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of the disclosure in such Scheduleits face) or in the Acquiror SEC Reports filed or furnished by Acquiror prior to the date hereof on or before December 12, 2021 (excluding (xi) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors,or “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward-forward looking in nature and (yii) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represent represents and warrant warrants to the Company as follows:

Appears in 2 contracts

Samples: Merger Agreement (Spring Valley Acquisition Corp.), Merger Agreement (Spring Valley Acquisition Corp.)

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth (a) in the Schedules to this Agreement (each of which qualifies (ai) the correspondingly numbered representation, warranty or covenant if specified therein and (bii) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of the disclosure in such Scheduledisclosure) or (b) in the Acquiror SEC Reports Documents filed or furnished by Acquiror prior to the date hereof (excluding (x) any disclosures in such Acquiror SEC Reports Documents under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward-forward looking in nature and (y) any exhibits or other documents appended theretonature), each of Acquiror and Merger Sub represent represents and warrant warrants to the Company as of the date hereof and as of the Closing as follows:

Appears in 2 contracts

Samples: Merger Agreement (Starco Brands, Inc.), Merger Agreement (Experience Investment Corp.)

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of the disclosure in such Scheduleits face) or in the Acquiror SEC Reports filed or furnished by Acquiror prior to the date hereof on or after September 30, 2020 (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward-forward looking in nature and (y) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represent represents and warrant warrants to the Company as follows:

Appears in 1 contract

Samples: Merger Agreement (ACON S2 Acquisition Corp.)

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of the disclosure in such Scheduleits face) or in the Acquiror SEC Reports filed or furnished by Acquiror prior to the date hereof on or after March 14, 2019 (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward-forward looking in nature and (y) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represent represents and warrant warrants to the Company as follows:

Appears in 1 contract

Samples: Merger Agreement (Trine Acquisition Corp.)

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REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty warranty, or covenant if specified therein and (b) such other representations, warranties warranties, or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty warranty, or covenant is reasonably apparent on the face of the disclosure in such Scheduleapparent) or in the (B) Acquiror SEC Reports filed or furnished by Acquiror on or prior to the date hereof (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” or “Qualitative and Quantitative Disclosures About about Market Risk” and other disclosures that are predictive, cautionary cautionary, or forward-forward looking in nature and (y) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represent represents and warrant warrants to the Company as follows:

Appears in 1 contract

Samples: Merger Agreement (Western Acquisition Ventures Corp.)

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (a) the Schedules to this Agreement (each of which qualifies (ai) the correspondingly numbered representation, warranty or covenant if specified therein and (bii) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of the disclosure in such Scheduleapparent) or in (b) the Acquiror SEC Reports registration statements, reports, schedules, forms, statements and other documents filed or furnished with the SEC by Acquiror prior to the date hereof (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward-forward looking in nature and (y) any exhibits or other documents appended theretonature), each of Acquiror and Merger Sub represent represents and warrant warrants to the Company as follows:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Graf Industrial Corp.)

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of the disclosure in such Scheduleits face) or in the Acquiror SEC Reports filed or furnished by Acquiror prior to the date hereof on or after August 20, 2020 (excluding (xi) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors,or “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward-forward looking in nature and (yii) any exhibits or other documents appended thereto), each of Acquiror and Merger Sub represent represents and warrant warrants to the Company as follows:

Appears in 1 contract

Samples: Merger Agreement (Spring Valley Acquisition Corp.)

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