REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (each section of which qualifies the correspondingly numbered representation or warranty specified therein and any such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparent), Parent and Merger Sub jointly and severally represent and warrant to the Company that:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Battalion Oil Corp), Agreement and Plan of Merger (Battalion Oil Corp), Agreement and Plan of Merger (Tech Data Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule letter delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any item in any section or subsection of which qualifies the correspondingly numbered representation Parent Disclosure Letter shall be deemed disclosed with respect to any other section or warranty specified therein and any such other representations or warranties where its applicability to, subsection of the Parent Disclosure Letter to the extent that the relevance as an exception to, or disclosure for purposes of, such other representation or warranty thereof is reasonably apparent), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Emerson Electric Co), Agreement and Plan of Merger (National Instruments Corp), Agreement and Plan of Merger (L3harris Technologies, Inc. /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule corresponding sections or subsections of the Disclosure Letter delivered by Parent to the Company concurrently by Parent prior to or simultaneously with the execution of entering into this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparent), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company that:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Blount International Inc), Agreement and Plan of Merger (Jones Group Inc), Agreement and Plan of Merger (Wolverine World Wide Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as fairly disclosed in the disclosure schedule delivered by Parent to the Company concurrently with the execution of this Agreement a letter (the “Parent Disclosure Letter”) delivered to the Company by Parent immediately prior to the execution of this Agreement (each it being agreed that disclosure of any item in any section of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section of this Agreement to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparent), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chiquita Brands International Inc), Agreement and Plan of Merger (Chiquita Brands International Inc), Agreement and Plan of Merger (Cavendish Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that, except as set forth on the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent and Merger Sub concurrently with the execution of entering into this Agreement (the “Parent Disclosure Letter”) (each ), it being acknowledged and agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparent), Parent and Merger Sub jointly and severally represent and warrant to the Company that:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chindata Group Holdings LTD), Agreement and Plan of Merger (Centurium Capital Partners 2018, L.P.), Agreement and Plan of Merger (China Biologic Products Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections or subsections of the disclosure schedule letter delivered by Parent to the Company by Parent and Merger Sub concurrently with the execution of entering into this Agreement (the “Parent Disclosure Letter”) (each Letter”)(it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed to be disclosed with respect to any other section or subsection to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably readily apparent), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hologic Inc), Agreement and Plan of Merger (Third Wave Technologies Inc /Wi)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule letter delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any item in any section or subsection of which qualifies the correspondingly numbered representation Parent Disclosure Letter shall be deemed disclosed with respect to any other section or warranty specified therein subsection of this Agreement and any such other representations or warranties where its applicability to, the Parent Disclosure Letter to the extent that the relevance as an exception to, or disclosure for purposes of, such other representation or warranty thereof is reasonably apparentapparent on its face), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Encore Wire Corp), Agreement and Plan of Merger (United States Steel Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding section of the Parent Disclosure Letter (it being agreed and understood that disclosure schedule delivered by of any item in any section of the Parent Disclosure Letter shall be deemed disclosed with respect to any other section of the Parent Disclosure Letter to the Company concurrently with extent the execution relevance of a disclosure or statement therein to a section of this Agreement (the “Parent Disclosure Letter”) (each section of which qualifies the correspondingly numbered representation or warranty specified therein and any such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty Article IV is reasonably apparentapparent on its face), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Barnes & Noble Inc), Agreement and Plan of Merger (Barnes & Noble Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the Parent Disclosure Letter (it being agreed that disclosure schedule delivered by of any item in any section or subsection of the Parent Disclosure Letter shall also be deemed disclosure with respect to the Company concurrently with the execution any other section or subsection of this Agreement (to the “Parent Disclosure Letter”) (each section of which qualifies the correspondingly numbered representation or warranty specified therein and any extent that it is reasonably apparent that such information is relevant to such other representations section or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparentsubsection), Parent and Merger Sub jointly and severally each represent and warrant to the Company thatas follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sparton Corp), Agreement and Plan of Merger (Sparton Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections or subsections of the disclosure schedule letter delivered by Parent to the Company concurrently with by Parent and Merger Sub on the execution of this Agreement date hereof (the “Parent Disclosure Letter”) (it being understood that any information set forth in a particular section or subsection of the Parent Disclosure Letter shall be deemed to be disclosed in each other section or subsection thereof to which the relevance of which qualifies the correspondingly numbered representation or warranty specified therein and any such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty information is reasonably apparent), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Golden Telecom Inc), Agreement and Plan of Merger (Laureate Education, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule letter delivered by Parent to the Company concurrently with immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”) (), it being understood and agreed that each item in a particular section of the Parent Disclosure Letter applies only to such section and to any other section to which qualifies the correspondingly numbered representation or warranty specified therein and any such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparent)apparent on the face of such disclosure, Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Waste Industries Usa Inc), Agreement and Plan of Merger (Goldman Sachs Group Inc/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule letter delivered by Parent to the Company concurrently with immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”) (each it being acknowledged and agreed that disclosure of any information in any item in any section or subsection of which qualifies the correspondingly numbered representation Parent Disclosure Letter shall be deemed disclosed only with respect to any section or warranty specified therein and any subsection of this Agreement to the extent the applicability of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparentapparent on its face), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Metals Usa Holdings Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule letter delivered by Parent to the Company concurrently with prior to the execution and delivery of this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any information in a particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of this Agreement to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty information is reasonably apparent), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (I Flow Corp /De/), Agreement and Plan of Merger (Kimberly Clark Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule corresponding section or subsection of the Disclosure Letter delivered by Parent to the Company concurrently with immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”) (each it being agreed that the disclosure of any information in a particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure of such information with respect to any other section or subsection of this Agreement to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where information is readily apparent on its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparentface), Parent and the Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rain Oncology Inc.), Agreement and Plan of Merger (Jounce Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections or subsections of the disclosure schedule letter delivered by Parent to the Company by Parent and Merger Sub concurrently with the execution of entering into this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed to be disclosed with respect to any other section or subsection to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparent), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Community Health Systems Inc), Agreement and Plan of Merger (Triad Hospitals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule corresponding section or subsection of the Disclosure Letter delivered by Parent to the Company concurrently with immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”) (each it being agreed that the disclosure of any information in a particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure of such information with respect to any other section or subsection of this Agreement to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where information is readily apparent on its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparentface), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (UNITED THERAPEUTICS Corp), Agreement and Plan of Merger (SteadyMed Ltd.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule letter delivered by Parent to the Company concurrently concurrent with the execution of this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other Section or subsection of this Agreement to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparent), Parent represents and Merger Sub jointly and severally represent and warrant warrants to the Company that:as set forth below in this Article IV.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Integrated Device Technology Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule letter delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparentapparent on its face), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Barnes Group Inc), Agreement and Plan of Merger (Arconic Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections of the disclosure schedule letter delivered by Parent to the Company concurrently with before the execution of this Agreement (the “Parent Disclosure Letter”) (each ), it being agreed that disclosure of any item in any section of the Parent Disclosure Letter shall be deemed to be disclosure with respect to any other section to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparent), Parent Parent, and Merger Sub jointly and severally represent and warrant to the Company that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Itc Deltacom Inc), Agreement and Plan of Merger (Earthlink Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule letter dated the date of this Agreement and delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any item in any section or subsection of which qualifies the correspondingly numbered representation Parent Disclosure Letter shall be deemed disclosed with respect to any other section or warranty specified therein and any such other representations or warranties where its applicability to, subsection of the Parent Disclosure Letter to the extent that the relevance as an exception to, or disclosure for purposes of, such other representation or warranty thereof is reasonably apparentapparent on the face of such disclosure), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Univar Solutions Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule letter delivered by Parent to the Company concurrently simultaneously with the execution of this Agreement (the “Parent Disclosure Letter”) (each it being acknowledged and agreed that disclosure in any section or subsection of which qualifies the correspondingly numbered representation Parent Disclosure Letter shall be deemed disclosed with respect to all sections of this Agreement and all other sections or warranty specified therein and any subsections of the Parent Disclosure Letter to the extent that the relevance of such disclosure to such other representations section or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty subsection is reasonably apparent), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule letter delivered by Parent to the Company concurrently with prior to the execution of this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any information in a particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of this Agreement to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty information is reasonably apparent), Omron, Parent and the Merger Sub Sub, jointly and severally severally, represent and warrant to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule letter delivered by Parent to the Company concurrently with immediately prior to the execution of this Agreement (it being agreed that any information set forth in one section of such disclosure letter shall be deemed to apply to each other section thereof to which its relevance is reasonably apparent) (the “Parent Disclosure Letter”) (each section of which qualifies the correspondingly numbered representation or warranty specified therein and any such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparent), Parent and Merger Sub represent and warrant, jointly and severally represent and warrant severally, to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule letter delivered by Parent to the Company concurrently with the execution of by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (each it being understood that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section to subsection to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparent, regardless of whether a specific cross-reference is made), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ems Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding section of the Parent Disclosure Letter (it being agreed that disclosure schedule delivered by of any item in any section of the Parent Disclosure Letter shall be deemed disclosed with respect to any other section but only to the Company concurrently with extent the execution relevance of a disclosure or statement therein to a section of this Agreement (the “Parent Disclosure Letter”) (each section of which qualifies the correspondingly numbered representation or warranty specified therein and any such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty Article V is reasonably apparentapparent on its face), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the section of the disclosure schedule letter delivered by Parent to the Company by Parent and Merger Sub concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”) (each that specifically relates to such section, or, if disclosed in another section of which qualifies the correspondingly numbered representation or warranty specified therein and any such other representations or warranties where its applicability toParent Disclosure Letter, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparent)apparent from the substance of such disclosure to relate to such section, of this Article V below, Parent and Merger Sub jointly and severally hereby represent and warrant to the Company that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Penn National Gaming Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule letter delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any item in any section or subsection of which qualifies the correspondingly numbered representation Parent Disclosure Letter shall be deemed disclosed with respect to any other section or warranty specified therein and any such other representations or warranties where its applicability to, subsection of the Parent Disclosure Letter to the extent that the relevance as an exception to, or disclosure for purposes of, such other representation or warranty thereof is reasonably apparentapparent on its face), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Envision Healthcare Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections of the disclosure schedule letter delivered by Parent to the Company concurrently with before the execution of this Agreement (the “Parent Disclosure Letter”) (each ), it being agreed that disclosure of any item in any section of the Parent Disclosure Letter shall be deemed to be disclosure with respect to any other section to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparent)apparent on the face of such disclosure, Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Great Wolf Resorts, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the Parent Disclosure Letter (it being agreed that disclosure schedule delivered by of any item in any section or subsection of the Parent Disclosure Letter shall also be deemed disclosure with respect to the Company concurrently with the execution any other section or subsection of this Agreement (to which the “Parent Disclosure Letter”) (each section relevance of which qualifies the correspondingly numbered representation or warranty specified therein such item is reasonably apparent on its face and any that such information is relevant to such other representations sections or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparentsubsections), Parent and Merger Sub jointly and severally each represent and warrant to the Company thatas follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marlin Business Services Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule letter (the “Acquiror Disclosure Letter”) delivered by Parent and Merger Sub to the Company concurrently with the execution of this Agreement (it being understood that any information set forth in a particular section or subsection of the “Parent Acquiror Disclosure Letter”) (Letter shall be deemed to be disclosed in each other section or subsection thereof to which the relevance of which qualifies the correspondingly numbered representation or warranty specified therein and any such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty information is reasonably apparentapparent on its face), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company thatas follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuveen Investments Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections or subsections of the disclosure schedule letter delivered by Parent to the Company concurrently with the execution of by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which qualifies the correspondingly numbered relevance of such disclosure to the applicable representation or warranty specified therein and any such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably readily apparent), Parent and Merger Sub jointly each hereby represents and severally represent and warrant warrants to the Company that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genworth Financial Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding section of the Parent Disclosure Letter (it being agreed and understood that disclosure schedule delivered by of any item in any section of the Parent Disclosure Letter shall be deemed disclosed with respect to any other section of the Parent Disclosure Letter to the Company concurrently with extent the execution relevance of a disclosure or statement therein to a section of this Agreement (the “Parent Disclosure Letter”) (each section of which qualifies the correspondingly numbered representation or warranty specified therein and any such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty Article IV is reasonably apparentapparent on its face and without independent inquiry), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the corresponding section of the disclosure schedule letter delivered by Parent to the Company concurrently with Partnership immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any item in any section of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section of this Article IV to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparentapparent on its face), Parent and Merger Sub jointly and severally represent and warrant to the Company that:Partnership as set forth below.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule letter delivered by Parent to the Company concurrently with the execution of by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (each it being understood that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparentapparent regardless of whether a specific cross-reference is made), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections of the disclosure schedule letter delivered by Parent to the Company concurrently with before the execution of this Agreement (the “Parent Disclosure Letter”) (each ), it being agreed that disclosure of any item in any section of the Parent Disclosure Letter shall be deemed to be disclosure with respect to any other section to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparent)apparent on its face, Parent and Merger Sub jointly and severally represent and warrant to the Company that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the Parent’s disclosure schedule letter delivered by Parent to the Company concurrently with immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”) (each section of which qualifies the correspondingly numbered representation or warranty specified therein and any such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparent), Parent and Merger Sub jointly and severally represent and warrant to the Company that:Company, jointly and severally, as set forth in this Article IV. Each disclosure set forth in the Parent Disclosure Letter shall qualify or modify the Section of this Agreement to which it corresponds and any other Section to the extent the applicability of the disclosure to such other Section is reasonably apparent from the text of the disclosure made.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sentio Healthcare Properties Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by particular section or subsection of the Parent Disclosure Letter expressly referenced therein (it being understood and agreed that any information set forth in one section or subsection of the Parent Disclosure Letter also shall be deemed to the Company concurrently with the execution apply to each other section and subsection of this Agreement (the “Parent Disclosure Letter”) (each section of to which qualifies the correspondingly numbered representation or warranty specified therein and any such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparentapparent on its face from the text of the disclosure), Parent and Merger Sub hereby, jointly and severally severally, represent and warrant to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent and Merger Sub each hereby represents and warrants to the Company that, except as set forth on the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent and Merger Sub concurrently with the execution of entering into this Agreement (the “Parent Disclosure Letter”) (each ), it being acknowledged and agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparent), Parent and Merger Sub jointly and severally represent and warrant to the Company that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zhangmen Education Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections of the disclosure schedule letter delivered by Parent to the Company concurrently with before the execution of this Agreement (the “"Parent Disclosure Letter”) (each "), it being agreed that disclosureof any item in any section of the Parent Disclosure Letter shall be deemedto be disclosure with respect to any other section to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparent)apparent on its face, Parent and Merger Sub jointly and severally represent and warrant to the Company that:
Appears in 1 contract
Samples: Agreement and Plan of Merger
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections or subsections of the disclosure schedule letter delivered by Parent to the Company concurrently with by Parent and Merger Sub on the execution of this Agreement Original Date (the “"Parent Disclosure Letter”") (it being understood that any information set forth in a particular section or subsection of the Parent Disclosure Letter shall be deemed to be disclosed in each other section or subsection thereof to which the relevance of which qualifies the correspondingly numbered representation or warranty specified therein and any such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty information is reasonably apparent), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Laureate Education, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule Disclosure Letter delivered by Parent to the Company concurrently with prior to the execution and delivery of this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any information in a particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of this Agreement to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty information is reasonably apparentapparent on its face), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections of the disclosure schedule letter delivered by Parent to the Company concurrently with before the execution of this Agreement (the “Parent Disclosure Letter”) (each ), it being agreed that disclosure of any item in any section of the Parent Disclosure Letter shall be deemed to be disclosure with respect to any other section to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparent), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (MAGNACHIP SEMICONDUCTOR Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections or subsections of the disclosure schedule letter delivered by Parent to the Company concurrently with the execution of by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparent), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding section of the separate disclosure schedule letter (it being understood that disclosure of any item in any section of such disclosure letter shall also be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent on its face) delivered by Parent to the Company concurrently with on the execution of this Agreement date hereof (the “Parent Disclosure Letter”) (each section of which qualifies the correspondingly numbered representation or warranty specified therein and any such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparent), each of Parent and Merger Sub jointly and severally hereby represent and warrant to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections or subsections of the disclosure schedule letter delivered by Parent to the Company concurrently with the execution of by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) ” (each it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparentapparent on its face), Parent and Merger Sub jointly and severally represent and warrant to the Company that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Echo Global Logistics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections of the confidential disclosure schedule letter delivered by Parent to the Company by Parent prior to or concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparentapparent on its face), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the applicable Section of the disclosure schedule letter delivered by Parent to the Company concurrently with immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”) (each section it being agreed that disclosure of any item in any Section of the Parent Disclosure Letter shall be deemed disclosed with respect to any other Section of this Agreement to which qualifies the correspondingly numbered representation or warranty specified therein and any relevance of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty item is reasonably apparentapparent on its face), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule letter delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (each it being agreed that disclosure of any item in any section or subsection of which qualifies the correspondingly numbered representation Parent Disclosure Letter shall be deemed disclosed only with respect to any other section or warranty specified therein and any subsection of the Parent Disclosure Letter to the extent the applicability of such other representations or warranties where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparentapparent on its face), Parent and Merger Sub jointly and severally represent and warrant to the Company thatas follows:
Appears in 1 contract