REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company 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 (Motorola Inc), Agreement and Plan of Merger (James River Corp of Virginia)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution Each of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly represents and severally represent and warrant warrants to Company, subject to the Company as followsexceptions specifically disclosed in the Parent Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article V, that:
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Epoch Biosciences Inc), Agreement and Plan of Merger and Reorganization (Multex Com Inc), Agreement and Plan of Merger (Sopheon PLC)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company 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 section references, Parent and Merger Sub hereby hereby, jointly and severally severally, represent and warrant to the Company as followsthat:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Gca I Acquisition Corp), Agreement and Plan of Merger (Gca Ii Acquisition Corp), Agreement and Plan of Merger (Gca I Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company, subject to the exceptions specifically set forth in writing in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement concurrently herewith (the "Parent Disclosure Schedule") (each Section of which qualifies the correspondingly numbered representation, warranty or covenant to the extent specified therein), 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 4 contracts
Samples: Agreement and Plan of Merger (Active Software Inc), Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Webmethods Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company 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 3 contracts
Samples: Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Medical Device Alliance Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered concurrently with the execution of this Agreement by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”, and together with the Company Disclosure Schedule, the “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 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 set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "Parent Disclosure Schedule") and the Parent SEC Reports (as defined in Section 4.07), 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 3 contracts
Samples: Agreement and Plan of Merger (Getty Images Inc), Agreement and Plan of Merger (C Me Run Corp), C Me Run Corp
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby hereby, jointly and severally 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 (Geo Group Inc), Agreement and Plan of Merger (Correctional Services Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure SchedulePARENT DISCLOSURE SCHEDULE") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein), 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 3 contracts
Samples: Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (Unitrode Corp), Agreement and Plan of Merger (Comverse Technology Inc/Ny/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement disclosure schedule attached hereto (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 3 contracts
Samples: Agreement and Plan of Reorganization and Merger (Futurelink Corp), Agreement and Plan of Reorganization and Merger (Futurelink Distribution Corp), Agreement and Plan of Reorganization and Merger (Futurelink Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by of Parent and Merger Sub attached hereto and delivered concurrently herewith that is arranged in Sections corresponding to the Company prior to the execution of numbered and lettered Sections contained in this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section referencesor the Parent SEC Reports filed prior to the date hereof, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Endocare Inc), Agreement and Plan of Merger (Endocare Inc), Agreement and Plan of Merger (Healthtronics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to dated as of the execution date hereof and certified by a duly authorized officer of this Agreement Parent (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly represents and severally represent 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 as set forth in the Disclosure Schedule delivered disclosure schedule prepared by Parent Xxxxxx and Merger Sub and delivered to the Company prior to in connection with the execution and delivery of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby hereby, jointly and severally 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 set forth disclosed in the Disclosure Schedule a separate disclosure schedule which has been delivered by the Parent and Merger Sub to the Company 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), 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 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 set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement and making specific reference to the Section hereof as to which exception is made (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 2 contracts
Samples: Agreement and Plan of Merger (Mosinee Paper Corp), Agreement and Plan of Merger (Wausau Paper Mills Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company 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), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally 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 (Northrop Grumman Corp), Agreement and Plan of Merger (Lockheed Martin Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to or concurrently with 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 of the date hereof and as of the Effective Date as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caprius Inc), Agreement and Plan of Merger (Vintage Capital Group, LLC)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement hereof to the Company (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 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 as set forth in on the Disclosure Schedule delivered by Parent and Merger Sub to at the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section referencesClosing, Parent and Merger Sub hereby jointly and severally 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 set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company 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 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 set forth disclosed in the Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company 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 shall identify exceptions by specific Section referencessuch disclosure applies, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Document Agreement and Plan of Merger (Titan Corp), Employment Agreement (Titan Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule written disclosure schedule prepared by Parent which is dated as of the date of this Agreement and has been delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement in connection herewith (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 2 contracts
Samples: Agreement and Plan of Merger (Visx Inc), Agreement and Plan of Merger (Advanced Medical Optics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Parent Disclosure Schedule identifies the Section references(or, if applicable, subsection) to which such exception relates, 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 (Lilly Eli & Co), Agreement and Plan of Merger (Applied Molecular Evolution Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in writing in the Disclosure Schedule Schedules being delivered by Parent and Merger Sub to the Company at or prior to the execution of this Agreement (the "Parent Disclosure Schedule")Agreement, which Disclosure Schedules shall identify exceptions by the specific Section referencessections or subsections in this Agreement to which each such disclosure relates, 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 (Appliedtheory Corp), Agreement and Plan of Merger (Appliedtheory Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule corresponding sections or subsections of the disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of by Parent concurrently with entering into this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby 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 set forth in the corresponding sections or subsections of the Parent Disclosure Schedule delivered by (or, pursuant to Section 10.2(b), as set forth in any section or subsection of the Parent and Merger Sub Disclosure Schedule to the Company prior to extent the execution applicability thereof is readily apparent from the face 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 2 contracts
Samples: Agreement and Plan of Merger (Legg Mason, Inc.), Agreement and Plan of Merger (Franklin Resources Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule definitive disclosure schedule letter delivered by Parent and Merger Sub to the Company 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 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 set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company 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, subject to the exceptions specifically disclosed in writing in the disclosure schedule (referencing the appropriate section or subsection) supplied by Parent to the Company dated as of the date hereof (the “Parent Disclosure Schedule”), 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 set forth in on the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, each of Parent and Merger Sub hereby jointly and severally represent represents and warrant 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 set forth in the Disclosure Schedule disclosure schedule dated and delivered as of the date hereof by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"), which shall identify exceptions by specific ”) (in accordance with Section references, 10.12) each of Parent and Merger Sub hereby jointly represents and severally represent 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 set forth disclosed in the Disclosure Schedule delivered by Parent and Merger Sub to the Company 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 shall identify exceptions by specific Section referencessuch disclosure applies, Parent and Merger Sub hereby jointly and severally 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 set forth in the Disclosure Schedule delivered by 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 prior to and the execution of this Agreement Principal Stockholders (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent ) and Merger Sub hereby jointly and severally 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 set forth in on the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Representative and the Company prior to the execution of concurrently with entry into this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific are subject to the limitations and qualifications set forth in Section references10.2(c), each of Parent and Merger Sub hereby jointly represents and severally represent 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 set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company 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 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 set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company 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 Company, subject to such exceptions as are disclosed in writing in the disclosure letter supplied by Parent to Company dated as of the date hereof (the "Parent Schedule"), which disclosure shall provide an exception to or otherwise qualify the representations and warranties of Parent and Merger Sub contained in the section of this Agreement corresponding by number to such disclosure, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agilent Technologies Inc), Agreement and Plan of Merger (Clearone Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify identifies exceptions by specific Section references, 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 (Sorrento Networks Corp), Agreement and Plan of Merger (Zhone Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in As an inducement to the Disclosure Schedule delivered by Company to enter into this Agreement, Parent and Merger Sub to Sub, except as disclosed in Parent's disclosure schedule delivered concurrently with the Company prior to the execution delivery of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section referenceshereby, Parent and Merger Sub hereby jointly and severally 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 set forth in the Parent Disclosure Schedule Schedules delivered by Parent and Merger Sub to the Company prior to on the execution of this Agreement Date (the "“Parent Disclosure Schedule"Schedules”), which shall identify exceptions by specific Section references, Parent and each of Merger Sub hereby jointly and severally represent Parent represents and warrant 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 set forth in the Disclosure Schedule disclosure schedule delivered by Parent Parent, Acquirer Management and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify identifies exceptions by specific Section references, Parent Parent, Acquirer Management 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 (Radiologix Inc), Agreement and Plan of Merger (Primedex Health Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule dated as of the date of this Agreement delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, each of Parent and Merger Sub hereby jointly and severally represent represents and warrant 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 Parent and Merger Sub each represents and warrants to the Company as follows, except as set forth in the on a Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution and delivery of this Agreement (the "Parent Disclosure ------ Schedule"), each of which exceptions shall specifically identify exceptions by specific Section references, Parent the relevant -------- subsection hereof to which it relates and Merger Sub hereby jointly shall be deemed to be representations and severally represent and warrant to the Company warranties as followsif made hereunder:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zany Brainy Inc), Agreement and Plan of Merger and Reorganization (Telespectrum Worldwide Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure SchedulePARENT 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 2 contracts
Samples: Agreement and Plan of Merger (JDN Realty Corp), Agreement and Plan of Merger (Developers Diversified Realty Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule dated as of the date of this Agreement delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, each of Parent and Merger Sub hereby jointly and severally represent represents and warrant warrants to the Company as followsthat:
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 set forth disclosed in the Disclosure Schedule corresponding sections or subsections of the Parent disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement concurrently herewith (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 2 contracts
Samples: Agreement and Plan of Merger (Imperial Bancorp), Agreement and Plan of Merger (Comerica Inc /New/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE") and which provides an exception to or otherwise qualifies the representations or warranties of Parent Disclosure Schedule"and Merger Sub specifically referred to therein, and in the Parent SEC Reports (as defined in Section 4.07), 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 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in Contemporaneously with the Disclosure Schedule delivered execution and delivery of this Agreement by Parent and Merger Sub to the Company prior Company, Parent and Merger Sub shall deliver to the execution of this Agreement Company a confidential disclosure schedule (the "“Parent Disclosure Schedule"”), which shall identify . Subject to the exceptions by specific Section referencesand 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 set forth disclosed in the Parent Disclosure Schedule delivered by the Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section section references, the 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 specifically set forth in forth, by reference to a particular section of this Agreement, on the Disclosure Schedule delivered by Parent and Merger Sub to the Company 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 1 contract
Samples: Agreement and Plan of Merger (Guarantee Life Companies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall shall, subject to Section 9.10, identify exceptions by specific Section references, 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 (Cooper Companies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in a separate disclosure schedule referring to the Disclosure Schedule Sections contained in this Agreement, which has been delivered by Parent and Merger Sub to the Company to Parent prior to the execution of this Agreement (the "Parent Disclosure SchedulePARENT DISCLOSURE SCHEDULE"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby hereby, jointly and severally severally, represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Parent Disclosure Schedule Schedules delivered by Parent and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "“Parent Disclosure Schedule"Schedules”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby Sub, jointly and severally 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 set forth disclosed in the Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company 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 shall identify exceptions by specific Section referencessuch disclosure applies, 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 set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution Each of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly represents and severally represent and warrant warrants to the Company, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section and paragraph numbers) supplied as of the date hereof by Parent to Company (the “Parent Disclosure Schedule”), as follows, as of the date hereof and as of the Effective Time:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (OccuLogix, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in As an inducement to the Disclosure Schedule delivered by Company to enter into this Agreement, Parent and Merger Sub to Sub, except as disclosed in the Company prior to Parent's disclosure schedule delivered concurrently with the execution delivery of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section referenceshereby, Parent and Merger Sub hereby jointly and severally severally, represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dycom Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed 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 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the correspondingly numbered Section of the Parent Disclosure Schedule delivered by that relates to such Section or in another Section of the Parent and Merger Sub Disclosure Schedule to the Company prior extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section referencessuch Section, 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 (Liquid Media Group Ltd.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company 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 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 hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), it being understood and agreed that each item in a particular section of the Parent Disclosure Schedule applies only to such section and to any other section to which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsits relevance is reasonably apparent:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent schedule of exceptions to Parent's and Merger Sub Sub's representations and warranties set forth herein delivered to the Company 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:set forth below: Disclosure made with reference to one or more schedules shall be deemed disclosed with respect to another schedule if and to the extent that such disclosure is clearly referenced on such other schedule.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule applicable section or subsection of the disclosure schedule delivered by Parent and Merger Sub to the Company prior to in connection with 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 1 contract
Samples: Agreement and Plan of Merger (Varian Medical Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule delivered by (it being understood and agreed that any information set forth in one section or subsection of the Parent Disclosure Schedule also shall be deemed to apply to each other section and Merger Sub to the Company prior to the execution subsection of this Agreement (the "Parent Disclosure Schedule"to which its applicability is reasonably apparent on its face), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby hereby, jointly and severally severally, represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall shall, subject to Section 9.10, identify exceptions by specific Section references, 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 (Ocular Sciences Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "Parent Disclosure Schedule"), ) and which shall identify exceptions by provides an exception to or otherwise qualifies in reasonable detail with specific Section references, the representations or warranties Parent and Merger Sub specifically referred to therein, except where readily apparent from the language in the Parent Disclosure Schedule that such disclosure also applies to another Section, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:
Appears in 1 contract
Samples: Boston Scientific Corp
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule corresponding number and subsection of the Parent disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement concurrently herewith (the "Parent Disclosure SchedulePARENT DISCLOSURE SCHEDULE"), which shall identify exceptions by specific Section referencesor in such other number and subsection of the Parent Disclosure Schedule where the applicability of such exception is reasonably apparent, as an inducement to the Company entering into this Agreement and completing the transactions contemplated hereby, 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 and Reorganization (Iac/Interactivecorp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule corresponding section or subsection of the disclosure schedule delivered by Parent and Merger Sub to the Company prior to simultaneously with 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 follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chindex International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in on the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Representative and the Company prior to concurrently with the execution of entry into this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific is subject to the limitations and qualifications set forth in Section references11.2(c), each of Parent and Merger Sub hereby jointly represents and severally represent and warrant warrants to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule disclosure schedule of even date herewith delivered by Parent and Merger Sub to the Company prior to contemporaneously with 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 follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by The Parent and the Merger Sub to the Company 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 Company, subject to the exceptions specifically disclosed in the schedules (anything disclosed in one schedule shall be deemed to have been disclosed in all other relevant schedules) supplied by the Parent to the Company, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Internetstudios Com Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by the Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, 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 set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company at or prior to the execution of this Agreement hereof to the Company (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references) or in the Parent Reports (as defined below) filed on or prior to the date hereof, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as of the date of this Agreement 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, as of the date of this Agreement, except as set forth in the Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement attached as Schedule 3 (the "Parent Disclosure Schedule"), which exceptions shall identify exceptions by specific Section references, Parent be deemed to be representations and Merger Sub hereby jointly and severally represent and warrant to the Company warranties as followsif made hereunder:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in on the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company 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"), 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 1 contract
Samples: Agreement and Plan of Merger (Atrix Laboratories Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to on the execution of this Agreement date hereof (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 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the applicable section of the Parent Disclosure Schedule Schedules delivered by Parent and Merger Sub to the Company prior to contemporaneously with 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 make the representations and severally represent 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 set forth disclosed in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to dated as of the execution date hereof and certified by a duly authorized officer of this Agreement Parent (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly represents -------------------------- and severally represent 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 publicly available Parent Reports filed with the Agencies or as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "Parent Disclosure Schedule"), ) and making reference to the particular subsection of this Agreement to which shall identify exceptions by specific Section referencesexception is being taken, 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 set forth disclosed in the Disclosure Schedule disclosure schedules delivered by to the Company, corresponding to the Section of this Agreement to which the following representations or warranties pertain (the “Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"Schedules”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby Sub, jointly and severally severally, represent and warrant to the Company as of the date hereof and as of the Closing Date as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company as follows, subject to the exceptions set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company (the “Parent Disclosure Schedule”) (subject to Section 8.14) below and the Parent SEC Reports filed publicly prior to the execution date of this Agreement, provided that as related to Merger Sub, its representations and warranties presented below as given as of the signing of this Agreement (are deemed given as of 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 followsformation of such entity:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule section of the disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references) that specifically relates to the correspondingly numbered section of this Article IV, 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 set forth disclosed in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement even date herewith (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly make the representations and severally represent and warrant warranties contained in this Article V to the Company as followsCompany:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule section of the disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure SchedulePARENT DISCLOSURE SCHEDULE"), which shall identify exceptions by specific Section references) that specifically relates to the correspondingly numbered section of this Article IV, 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 Parent and Merger Sub each represents and warrants to the Company as follows, except as set forth in the on a Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution and delivery of this Agreement (the "Parent Disclosure SchedulePARENT SCHEDULE"), each of which exceptions shall specifically identify exceptions by specific Section references, Parent the relevant subsection hereof to which it relates and Merger Sub hereby jointly shall be deemed to be representations and severally represent and warrant to the Company as followswarranties made hereunder:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in Contemporaneously with the Disclosure Schedule delivered execution and delivery of this Agreement by Parent and Merger Sub to the Company prior Company, Parent and Merger Sub shall deliver to the execution of this Agreement Company a confidential disclosure schedule (the "“Parent Disclosure Schedule"”), which shall identify . Subject to the exceptions by specific Section referencesand 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 set forth in the Disclosure Schedule correspondingly numbered Section of the disclosure schedules, dated as of the date of this Agreement and delivered by Parent and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "“Parent Disclosure Schedule"Schedules”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby Sub, jointly and severally severally, hereby represent and warrant to the Company and Joway as follows, provided, however, that any representation or warranty set forth in this ARTICLE IV that relates solely to Parent shall be deemed to be made only by Parent::
Appears in 1 contract
Samples: Merger Agreement (Joway Health Industries Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions ) or in the amendments to certain sections of the Parent Disclosure Schedule permitted by specific Section references7.15 hereof, 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 (Trinity Learning Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to concurrently with 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 followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement Parent’s disclosure schedule provided herewith (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub Sub, severally but not jointly, each hereby jointly represents and severally represent and warrant warrants to the Company Company, as of the date hereof, 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 set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company 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 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure SchedulePARENT DISCLOSURE SCHEDULE") (each section of which qualifies the correspondingly-numbered representation and warranty or covenant to the extent specified therein), 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 1 contract
Samples: Agreement and Plan of Merger (O2wireless Solutions Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule disclosure schedules delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the "“Parent Disclosure Schedule"Schedules”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby 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 set forth in (i) the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to concurrently with the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by provides an exception to or otherwise -------------------------- qualifies in reasonable detail with specific Section references, the representations or warranties of Parent and Merger Sub specifically referred to therein, or (ii) in the Parent SEC Documents (as defined in Section 4.05), 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 Merger and Reorganization (Cacheflow Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement Agreement, which disclosure schedule shall specifically identify by section the representations and warranties of Parent and the Merger Sub qualified by such disclosure (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 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 set forth in the Disclosure Schedule correspondingly numbered Section of the disclosure schedule delivered by Parent and Merger Sub to the Company 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 1 contract
Samples: Agreement and Plan of Merger (Waddell & Reed Financial Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule disclosure schedule delivered by the Parent and Merger Sub to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, 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 set forth in the Disclosure Schedule delivered by Parent corresponding section of Parent’s and Merger Sub Sub’s disclosure schedule (and subject to Section 9.7(b)) delivered to the Company prior to the upon execution of this Agreement (the "“Parent Disclosure Schedule"” and, together with the Company Disclosure Schedule, the “Disclosure Schedules”), 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 1 contract
Samples: Agreement and Plan of Merger (Odyssey Healthcare Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company 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, subject to the exceptions and qualifications set forth in the Parent Disclosure Schedule dated as of the date of this Agreement and delivered as a separate document (the "Parent Disclosure Schedule"), each section of which qualifies only the corresponding numbered representation(s) and warranty(ies) and no others:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quintiles Transnational Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule Schedules delivered by Parent and Merger Sub to the Company prior to on the execution of this Agreement date hereof (the "“Parent Disclosure Schedule"Schedules”), which shall identify exceptions by specific Section references, Parent and each of Merger Sub hereby jointly and severally represent Parent represents and warrant warrants to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in on the Parent Disclosure Schedule delivered by Parent and Merger Sub appended to the Company prior to the execution of this Agreement (the "“Parent Disclosure Schedule"”), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby Sub, jointly and severally severally, hereby represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Parent Disclosure Schedule prepared in accordance with Section 12.18(c), dated of even date herewith and delivered by Parent and Merger Sub to the Company 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 1 contract
Samples: Agreement and Plan of Merger (Dave & Buster's Entertainment, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth disclosed in the Disclosure Schedule delivered by Parent and Merger Sub to the Company 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 shall identify exceptions by specific Section referencessuch disclosure applies, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
