REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Titanium Asset Management Corp), Agreement and Plan of Merger (Hallwood Group Inc), Agreement and Plan of Merger (Hallwood Trust /Tx/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure ScheduleLetter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Petsmart Inc), Agreement and Plan of Merger (Cumulus Media Inc), Agreement and Plan of Merger (Dollar General Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule letter delivered by Parent and Merger Sub to the Company immediately prior to on the execution of this Agreement date hereof (the “Parent Disclosure ScheduleLetter”), Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Instructure Inc), Agreement and Plan of Merger (Omnicomm Systems Inc), Agreement and Plan of Merger (Ellie Mae Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule Disclosure Schedule delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Schedule”"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (James River Corp of Virginia), Agreement and Plan of Merger (JCC Holding Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub represent and warrant to the Company that, except as disclosed set forth in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement and signed by an executive officer of Parent (the “"Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company as follows:"):
Appears in 4 contracts
Samples: 6 Agreement and Plan of Merger and Reorganization (Arris Pharmaceutical Corp/De/), 6 Agreement and Plan of Merger and Reorganization (Sequana Therapeutics Inc), 6 Agreement and Plan of Merger and Reorganization (Arris Pharmaceutical Corp/De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure ScheduleLetter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CGEA Investor, Inc.), Agreement and Plan of Merger (BMCA Acquisition Sub Inc.), Agreement and Plan of Merger (Elkcorp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Inrad Optics, Inc.), Agreement and Plan of Merger (Arotech Corp), Agreement and Plan of Merger (Tower International, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule Disclosure Schedule delivered by Parent to the Company immediately and signed by the Company and Parent for identification prior to the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), which shall identify exceptions by specific section references, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Gca Ii Acquisition Corp), Agreement and Plan of Merger (Gca I Acquisition Corp), Agreement and Plan of Merger (Gca I Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent to the Company immediately prior to at the time of execution of this Agreement (the “"Parent Disclosure Schedule”"), Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Premier Document Services Inc), Agreement and Plan of Merger (Process Equipment Inc), Agreement and Plan of Merger (American Construction Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent and Merger Sub to the Company immediately prior to concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Correctional Services Corp), Agreement and Plan of Merger (Geo Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule Disclosure Schedule delivered by Parent and Merger Sub to the Company immediately prior to concurrently with the execution of this Agreement (the “"Parent Disclosure Schedule”") and the Parent SEC Reports (as defined in Section 4.07), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (C Me Run Corp), Agreement and Plan of Merger (Getty Images Inc), C Me Run Corp
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”"PARENT DISCLOSURE SCHEDULE") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein), Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (Comverse Technology Inc/Ny/), Agreement and Plan of Merger (Unitrode Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement by Parent and Merger Sub to the Company (the “Parent Disclosure Schedule”, and together with the Company Disclosure Schedule, the “Disclosure Schedule”), Parent and Merger Sub hereby represent and warrant to the Company as followsof the date hereof and as of the Closing Date that:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Usa Truck Inc), Agreement and Plan of Merger (Usa Truck Inc), Agreement and Plan of Merger (Tenneco Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule a document of even date herewith and delivered by Parent to the Company immediately prior to the execution and delivery of this Agreement and referring to the representations and warranties in this Agreement (the “"Parent Disclosure Schedule”"), Parent represents and Merger Sub represent and warrant warrants to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Phone Com Inc), Shareholder Agreement (Phone Com Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the separate disclosure schedule letter which has been delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as of the date hereof as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thestreet, Inc.), Agreement and Plan of Merger (theMaven, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except As an inducement to the Company to enter into this Agreement, Parent and Merger Sub, except as disclosed in the Parent's disclosure schedule delivered by Parent to concurrently with the Company immediately prior to the execution delivery of this Agreement (the “"Parent Disclosure Schedule”"), Parent hereby, jointly and Merger Sub severally, represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Unilab Corp /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the definitive disclosure schedule letter delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sage Summit LP), Agreement and Plan of Merger (GLG Partners, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company that, except as follows:set forth in the Parent SEC Documents (as defined in Section 3.3(a)) or in the disclosure schedule prepared by Parent in accordance with the requirements of Section 12.11 and that has been delivered by Parent to the Company on the date of this Agreement (the "Parent Disclosure Schedule") (the Parent SEC Documents and the Parent Disclosure Schedule are collectively referred to herein as the "Parent Disclosure Documents"):
Appears in 2 contracts
Samples: Employment Agreement (Ipl Systems Inc), Escrow Agreement (Andataco)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule Parent Disclosure Schedules delivered by Parent to the Company immediately prior to on the execution of this Agreement Date (the “Parent Disclosure ScheduleSchedules”), Parent and each of Merger Sub represent and warrant Parent represents and warrants to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WEB.COM Group, Inc.), Agreement and Plan of Merger (WEB.COM Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company immediately prior to the execution and delivery of this Agreement (the “"Parent Disclosure Schedule”)") and referenced in the Parent Disclosure Schedule to the section(s) of this Section 3 to which such disclosure applies, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Employment Agreement (Titan Corp), Document Agreement and Plan of Merger (Titan Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Schedule”"), Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (Texas Instruments Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the a separate disclosure schedule which has been delivered by the Parent and Merger Sub to the Company immediately prior to the execution date of this Agreement (the “"PARENT DISCLOSURE SCHEDULE") (which Parent Disclosure Schedule”Schedule shall contain appropriate references to identify the representations and warranties herein to which the information in such Parent Disclosure Schedule relates), Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Beazer Homes Usa Inc), Agreement and Plan of Merger (Beazer Homes Usa Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company that, except as follows:set forth in the Parent SEC Documents filed prior to the date of this Agreement or in the disclosure schedules delivered by Parent to the Company dated and signed as of that date of this Agreement by an executive officer of Parent (collectively, the "Parent Disclosure Schedule"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Gene Logic Inc), Agreement (Oncormed Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in set forth on the disclosure schedule Disclosure Schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Schedule”"), each of Parent and Merger Sub represent jointly and warrant severally represents and warrants to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nabors Industries Inc), Employment Agreement (Bayard Drilling Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule dated as of the date of this Agreement delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), each of Parent and Merger Sub represent hereby jointly and warrant severally represents and warrants to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Central Parking Corp), Agreement and Plan of Merger (Goldleaf Financial Solutions Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the written disclosure schedule prepared by Parent which is dated as of the date of this Agreement and has been delivered by Parent to the Company immediately prior to the execution of this Agreement in connection herewith (the “"Parent Disclosure Schedule”"), Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Medical Optics Inc), Agreement and Plan of Merger (Visx Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule schedules delivered by Parent to the Company immediately prior to on the execution of this Agreement date hereof (the “Parent Disclosure ScheduleSchedules”), each of Parent and Merger Sub represent represents and warrant warrants as of the date hereof to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mantech International Corp), Agreement and Plan of Merger (Navisite Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent to the Company immediately at or prior to the execution of this Agreement hereof to the Company (the “"Parent Disclosure Schedule”") or in the Parent Reports (as defined below), Parent and Merger Sub represent and warrant to the Company as of the date of this Agreement as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lockheed Martin Corp), Agreement and Plan of Merger (Northrop Grumman Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Schedule”"), which Parent Disclosure Schedule identifies the Section (or, if applicable, subsection) to which such exception relates, Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lilly Eli & Co), Agreement and Plan of Merger (Applied Molecular Evolution Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby represent and warrant to the Company that, as follows:of the date of this Agreement, except as set forth in the Parent Disclosure Schedule attached as Schedule 3 (“Parent Disclosure Schedule”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Petrosearch Energy Corp), Agreement and Plan of Merger (Double Eagle Petroleum Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the corresponding sections or subsections of the disclosure schedule delivered by Parent to the Company immediately prior to the execution of by Parent concurrently with entering into this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub Sub, jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gen Probe Inc), Agreement and Plan of Merger (Hologic Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”"PARENT DISCLOSURE SCHEDULE"), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Developers Diversified Realty Corp), Agreement and Plan of Merger (JDN Realty Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in set forth on the disclosure schedule Disclosure Schedule delivered by Parent to and Merger Sub at the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”)Closing, Parent and Merger Sub represent and warrant to the Company Company, as of the date hereof, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (iHookup Social, Inc.), Agreement and Plan of Merger and Reorganization (iHookup Social, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule prepared by Xxxxxx and Merger Sub and delivered by Parent to the Company immediately prior to in connection with the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the a separate disclosure schedule which has been delivered by the Parent and Merger Sub to the Company immediately prior to the execution date of this Agreement (the “"Parent Disclosure Schedule”") (which Parent Disclosure Schedule shall contain appropriate references to identify the representations and warranties herein to which the information in such Parent Disclosure Schedule relates), Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crossmann Communities Inc), Agreement and Plan of Merger (Crossmann Communities Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent to dated as of the Company immediately prior to the execution date of this Agreement (the “Parent Disclosure Schedule”), delivered by Parent and Merger Sub represent and warrant to the Company as follows("Parent Disclosure Schedule"), each of Parent and Merger Sub hereby jointly and severally represents and warrants to the Company that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Henry Jack & Associates Inc), Agreement and Plan of Merger (Amscan Holdings Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as Parent and Merger Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in writing in the disclosure schedule delivered (referencing the appropriate section or subsection) supplied by Parent to the Company immediately prior to dated as of the execution of this Agreement date hereof (the “Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cybersource Corp), Agreement and Plan of Merger (Visa Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement hereof to the Company (the “"Parent Disclosure Schedule”"), Parent and Merger Sub represent and warrant to the Company as of the date of this Agreement as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cephalon Inc), Agreement and Plan of Merger (Cephalon Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub jointly and severally represent and warrant to the Company that, except as disclosed set forth in the disclosure schedule delivered by Parent to the Company immediately prior to on the execution date of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company as follows:):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abovenet Inc), Agreement and Plan of Merger (Zayo Group LLC)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company that, except as follows:set forth in the disclosure schedule that has been prepared by Parent in accordance with the requirements of Section 9.6 and that has been delivered to the Company on the date of this Agreement and signed on behalf of Parent by the President of Parent (the "PARENT DISCLOSURE SCHEDULE"):
Appears in 2 contracts
Samples: Agreement and Plan (Scopus Technology Inc), Agreement and Plan (Scopus Technology Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to dated as of the execution date hereof and certified by a duly authorized officer of this Agreement Parent (the “"Parent Disclosure Schedule”"), Parent and Merger Sub represent represents and warrant warrants to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digene Corp), Agreement and Plan of Merger (Digene Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub represent and warrant to the Company that, except as disclosed set forth in the disclosure schedule delivered by Parent to the Company immediately prior to on the execution date of this Agreement (the “"Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company as follows:"):
Appears in 2 contracts
Samples: Merger and Reorganization (Pharmacopeia Inc), Agreement and Plan of Merger And (Pharmacopeia Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company that, except as follows:set forth in the disclosure schedule delivered to the Company on the date of this Agreement and signed by an executive officer of Parent (the "Parent Disclosure Schedule"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Meridian Data Inc), Agreement and Plan of Merger and Reorganization (Quantum Corp /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub hereby represent and warrant to the Company, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section and paragraph numbers) delivered by the Parent to the Company immediately prior to and the execution of this Agreement Principal Stockholders (the “"Parent Disclosure Schedule”), Parent ") and Merger Sub represent and warrant to dated as of the Company date hereof as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Biomira CORP), Security Agreement (Biomira Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule Disclosure Schedule delivered by Parent and Merger Sub to the Company immediately prior to the execution and delivery of this Agreement (the “"Parent Disclosure Schedule”)") and referenced in the Parent Disclosure Schedule to the section(s) of this Section 3 to which such disclosure applies, Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Ii Agreement and Plan of Reorganization (Titan Corp), Agreement and Plan of Reorganization (Cylink Corp /Ca/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in set forth on the disclosure schedule delivered by Parent to the Representative and the Company immediately prior to the execution of concurrently with entry into this Agreement (the “Parent Disclosure Schedule”), which are subject to the limitations and qualifications set forth in Section 10.2(c), each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company as of the date hereof as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NV5 Global, Inc.), Agreement and Plan of Merger (Flir Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in writing in the disclosure schedule Disclosure Schedules being delivered by Parent to the Company immediately at or prior to the execution of this Agreement, which Disclosure Schedules shall identify the specific sections or subsections in this Agreement (the “Parent Disclosure Schedule”)to which each such disclosure relates, Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Appliedtheory Corp), Agreement and Plan of Merger (Appliedtheory Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule dated and delivered as of the date hereof by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), ) (in accordance with Section 10.12) each of Parent and Merger Sub represent represents and warrant warrants to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valeant Pharmaceuticals International), Agreement and Plan of Merger (Valeant Pharmaceuticals International)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent and Merger Sub to the Company immediately prior to on the execution of this Agreement date hereof (the “"Parent Disclosure Schedule”"), Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule applicable section of the Parent Disclosure Schedules delivered by Parent to the Company immediately prior to contemporaneously with the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub represent hereby make the representations and warrant warranties contained in this Article VI to the Company as followsCompany:
Appears in 1 contract
Samples: Agreement and Plan of Merger (PERDOCEO EDUCATION Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule schedules delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure ScheduleLetter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to dated as of the execution date hereof and certified by a duly authorized officer of this Agreement Parent (the “"Parent Disclosure Schedule”"), Parent and Merger Sub represent represents -------------------------- and warrant warrants to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company as of the date hereof and as of the Closing (if the Closing occurs) as follows:: 4.1
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 immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Roan Resources, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule Parent Disclosure Schedules delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement (the “Parent Disclosure ScheduleSchedules”), Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company as follows:the matters following in this Article V.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Science Applications International Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule Parent Disclosure Schedule delivered by the Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Schedule”"), which shall identify exceptions by specific section references, the Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in specifically set forth, by reference to a particular section of this Agreement, on the disclosure schedule Disclosure Schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Schedule”"), -------------------------- Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Guarantee Life Companies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in Contemporaneously with the disclosure schedule delivered execution and delivery of this Agreement by Parent and Merger Sub to the Company, Parent and Merger Sub shall deliver to the Company immediately prior to the execution of this Agreement a confidential disclosure schedule (the “Parent Disclosure Schedule”). Subject to the exceptions and qualifications set forth in the Parent Disclosure Schedule, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company Company, as of the date hereof, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nextgen Healthcare, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the Parent’s disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement provided herewith (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby represent and warrant to the Company and the Shareholders, as of the date hereof and as of the Closing Date, except to the extent certain representations and warranties are limited to a certain date set forth in the applicable Section, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed (i) in the disclosure schedule delivered by Parent to the Company immediately SEC Documents furnished or filed, and publicly available not later than one (1) Business Day prior to the execution date of this Agreement Agreement, and (ii) in the “Parent Disclosure Schedule”), each of Parent and Merger Sub represent represents and warrant warrants to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (AeroClean Technologies, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in set forth on the disclosure schedule delivered by Parent to the Representative and the Company immediately prior to the execution of concurrently with entry into this Agreement (the “Parent Disclosure Schedule”), which are subject to the limitations and qualifications set forth in Section 11.2(d), Parent and Merger Sub represent hereby represents and warrant warrants to the Company as of the date hereof as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tyler Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Each of Parent and Merger Sub hereby represents and warrants to the Company that, except as disclosed set forth in the written disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company as follows:"):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Standard Funding Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Schedule”"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”)) or in the amendments to certain sections of the Parent Disclosure Schedule permitted by Section 7.15 hereof, Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule Parent Disclosure Schedule prepared in accordance with Section 12.18(c), dated of even date herewith and delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dave & Buster's Entertainment, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule Disclosure Schedule delivered by Parent and Merger Sub to the Company immediately prior to the execution and delivery of this Agreement (the “Parent Disclosure Schedule”)) and referenced in the Parent Disclosure Schedule to the section(s) of this Section 3 to which such disclosure applies, Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub hereby represent and warrant to the Company that, except as disclosed set forth in the correspondingly numbered Section of the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company as follows:):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Waddell & Reed Financial Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by the Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), the Parent and the Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Inland Retail Real Estate Trust Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby represent and warrant to the Company, subject to such exceptions as are specifically disclosed in the disclosure letter (referencing the appropriate section and paragraph numbers) supplied by the Parent and Merger Sub to the Company (the "Parent Disclosure Schedule") and dated as of the date hereof and as disclosed in Parent's SEC Reports, that on the date hereof and as of the Effective Time as though made at the Effective Time as follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cell Genesys Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the definitive disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Schedule”"), Parent and Merger Sub represent and warrant to the Company that the statements contained in this Article IV are true and correct as follows:of the date hereof and as of the Closing Date (or, if a specific date is indicated in any such statement, as of such specified date):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ness Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), as of the date of this Agreement, Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Viisage Technology Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in set forth on the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement, which disclosure schedule specifies the section or subsection of this Agreement to which the exception relates, and subject to Section 9.13 (the “"Parent Disclosure Schedule”"), Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atrix Laboratories Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company that as followsof the date of this Agreement and as of the Closing Date, except as set forth in the disclosure schedules delivered to the Company by Parent on the date hereof:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ak Steel Holding Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in Contemporaneously with the disclosure schedule delivered execution and delivery of this Agreement by Parent and Merger Sub to the Company, Parent and Merger Sub shall deliver to the Company immediately prior to the execution of this Agreement a confidential disclosure schedule (the “Parent Disclosure Schedule”). Subject to the exceptions and qualifications set forth in the Parent Disclosure Schedule, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company Company, as of the date hereof and as of the Closing, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Entellus Medical Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”"PARENT DISCLOSURE SCHEDULE") (each section of which qualifies the correspondingly-numbered representation and warranty or covenant to the extent specified therein), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (O2wireless Solutions Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company immediately prior to the execution and delivery of this Agreement (the “"PARENT DISCLOSURE SCHEDULE") and referenced in the Parent Disclosure Schedule”)Schedule to the section(s) of this Section 3 to which such disclosure applies, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent hereby represents and warrants to the Company that, except as disclosed set forth in the written disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company as follows:"):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule that document of even date herewith delivered by Parent to the Company immediately prior to the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Pixelworks Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub jointly and severally represent and warrant to the Company Company, as of the Agreement Date and as of the Closing Date (subject to any notices delivered by Parent in accordance with Section 5.9 of this Agreement), as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Environmental Recycling Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”‘), . Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Comdata Network, Inc. Of California)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent to Disclosure Schedule or in the Company immediately Parent Reports filed with the Commission prior to the execution of this Agreement (the “Parent Disclosure Schedule”)date hereof, Parent and Merger Sub represent make the following representations and warrant warranties to the Company as follows:of the date of this Agreement and as of the Effective Date.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Advanced Energy Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Schedule”"), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (U S Energy Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub, jointly and severally, represent and warrant to the Company as disclosed of the date of this Agreement and as of the Closing Date as follows, except as set forth in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement attached hereto (the “Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company as follows:):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”)) or in Parent SEC Documents (as hereinafter defined) filed or furnished on or prior to the date hereof, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent to the Company immediately prior to on the execution date of this Agreement (the “"Parent Disclosure Schedule”"), Parent and Merger Sub represent and warrant to the Company as followsfollows which representations and warranties shall be true and correct as of the date hereof:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Asyst Technologies Inc /Ca/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to (the "Parent Disclosure Schedule") simultaneously with the execution of this Agreement (the “Parent Disclosure Schedule”)Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by letter, dated as of the date of this Agreement, from the Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the a separate disclosure schedule referring to the Sections contained in this Agreement, which has been delivered by Parent to the Company immediately to Parent prior to the execution of this Agreement (the “Parent Disclosure Schedule”"PARENT DISCLOSURE SCHEDULE"), Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company as followsthat:
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 delivered by Parent to the Company immediately prior to on the execution of this Agreement date hereof (the “Parent Disclosure ScheduleLetter”), Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in set forth on the disclosure schedule delivered by Parent to the Representative and the Company immediately prior to concurrently with the execution of entry into this Agreement (the “Parent Disclosure Schedule”), which is subject to the limitations and qualifications set forth in Section 11.2(c), each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the applicable section or subsection of the disclosure schedule delivered by Parent to the Company immediately prior to in connection with the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Varian Medical Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule schedules delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure ScheduleSchedules”), Parent and Merger Sub jointly and severally represent and warrant to the Company as of the date hereof, and as of the Closing, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (ProSight Global, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in set forth on the disclosure schedule letter delivered by the Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”"PARENT DISCLOSURE LETTER"), Parent and Merger Sub represent and warrant to the Company as of the date hereof as follows. All references to schedules in this Article V are intended as references to Schedules of the Parent Disclosure Letter:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “Parent "Merger Sub Disclosure Schedule”"), Parent and Merger Sub hereby severally represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein) delivered by Parent to the Company immediately prior to the execution of this Agreement (the “"PARENT DISCLOSURE SCHEDULE"), or in the Parent Disclosure Schedule”)SEC Reports, Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Leucadia National Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub represent and warrant to, and for the benefit of, the Company that, except as disclosed set forth in the disclosure schedule Parent Disclosure Schedule delivered by Parent to the Company immediately at or prior to the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company as followsfollowing are true:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Catalyst International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in set forth on the disclosure schedule letter delivered by the Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Schedule”Letter"), Parent and Merger Sub represent and warrant to the Company as of the date hereof as follows. All references to schedules in this Article V are intended as references to Schedules of the Parent Disclosure Letter:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule delivered by the Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Schedule”"), the Parent and the Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Developers Diversified Realty Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure schedule Parent Disclosure Schedules delivered by Parent to the Company immediately prior to on the execution of this Agreement date hereof (the “Parent Disclosure ScheduleSchedules”), Parent and each of Merger Sub represent and warrant Parent represents and warrants to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”)) simultaneously with the execution of this Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
