REPRESENTATIONS AND WARRANTIES OF MERGER SUBSIDIARY. Merger Subsidiary represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF MERGER SUBSIDIARY. SECTION 5.01.
REPRESENTATIONS AND WARRANTIES OF MERGER SUBSIDIARY. Merger Subsidiary hereby represents and warrants to each Stockholder as follows:
(a) Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.
(b) Merger Subsidiary has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Merger Subsidiary of this Agreement and the consummation by Merger Subsidiary of the transactions contemplated hereby have been duly and validly authorized and approved by all required corporate action other than shareholder approval which shall be effected prior to the Effective Time. This Agreement has been duly executed and delivered by Merger Subsidiary, and (assuming due authorization, execution and delivery by the Stockholders) constitutes a valid and binding obligation of Merger Subsidiary, enforceable against it in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditor's rights generally, (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law, and to the discretion of the court before which any proceeding therefor may be brought, or (c) public policy considerations or court decisions which may limit the rights of the parties thereto for indemnification.
(c) Except for the filing of a pre-merger notification and report form under the HSR Act, the execution and delivery of this Agreement do not, and the consummation by Merger Subsidiary of the transactions contemplated by this Agreement and compliance by Merger Subsidiary with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Merger Subsidiary under, (i) any charter or by-laws of Merger Subsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Merger Subsidiary or its properties or assets or (iii) any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitrati...
REPRESENTATIONS AND WARRANTIES OF MERGER SUBSIDIARY. Subject to the exceptions set forth in the schedules of Parent and the Merger Subsidiary delivered to the company concurrently with this Agreement (the “Parent Disclosure Schedule”), as an inducement to the Company to enter into this Agreement, Parent and the Merger Subsidiary represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF MERGER SUBSIDIARY. Merger --------------------------------------------------- Subsidiary represents and warrants to each Shareholder as follows:
REPRESENTATIONS AND WARRANTIES OF MERGER SUBSIDIARY. As an inducement to the Company to enter into this Agreement, the Parent and the Merger Subsidiary represent and warrant to the Company and the Stockholders’ Representative as of the date of the Prior Agreement as follows:
REPRESENTATIONS AND WARRANTIES OF MERGER SUBSIDIARY. Merger Subsidiary represents and warrants to the Company that, except as set forth in the letter (with specific reference to the particular Section or subsection of this Agreement to which the information set forth in such letter relates; provided, however, that any matter disclosed in one section of such letter shall be deemed to be disclosed in such other sections of such letter to which its relevance is readily apparent on the face of such information and without the need to examine underlying documentation), dated as of the date of this Agreement, from Merger Subsidiary to the Company (the “Merger Subsidiary Disclosure Letter”):
REPRESENTATIONS AND WARRANTIES OF MERGER SUBSIDIARY. Merger Subsidiary represents and warrants to the Company that except as set forth in the corresponding section or subsection of the disclosure schedule delivered by Merger Subsidiary to the Company immediately prior to the execution of this Agreement:
REPRESENTATIONS AND WARRANTIES OF MERGER SUBSIDIARY. Subject to disclosures and information contained in the Mitek Disclosure Letter, Mitek and Merger Subsidiary represent and warrant to Parascript as follows:
REPRESENTATIONS AND WARRANTIES OF MERGER SUBSIDIARY. Merger Subsidiary makes the following representations and warranties to the Company and each Shareholder, each of which is true and correct as of the date hereof and shall be unaffected by any investigation heretofore or hereafter made by the Company or the Shareholders.
