Common use of REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY. Parent and Merger Subsidiary jointly and severally represent and warrant to the Company that, except as disclosed in the Parent Disclosure Schedule which has been delivered to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"):

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Psinet Inc), Agreement and Plan of Merger (Bath National Corp)

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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY. Except as set forth on Parent Disclosure Schedule, as of the date of this Agreement and as of the Effective Time (except to the extent such representations and warranties speak expressly as of an earlier date), Parent and the Merger Subsidiary jointly and severally represent and warrant to the Company that, except and the Securityholders as disclosed in the Parent Disclosure Schedule which has been delivered to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"):follows:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zayo Group LLC), Agreement and Plan of Merger (Xto Energy Inc)

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY. Except as set forth on Parent Disclosure Schedule, as of the date of this Agreement and as of the Closing Date (or, if given as of a specific date, at and as of such date), Parent and the Merger Subsidiary jointly and severally represent and warrant to the Company that, except as disclosed in the Parent Disclosure Schedule which has been delivered to and the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"):Stockholders as follows:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cinco Resources, Inc.)

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY. Parent and Merger Subsidiary jointly and severally represent and warrant to the Company thatCompany, except as disclosed of the date hereof and as of the Closing Date, subject to the exceptions and qualifications set forth in the disclosure schedule to be delivered by the Parent Disclosure Schedule which has been delivered to the Company prior pursuant to the execution Section 4.3 of this Agreement (the "Parent Disclosure Schedule"):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Timber Lodge Steakhouse Inc)

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY. As of the date of this Agreement and as of the Effective Time (except to the extent such representations and warranties speak expressly as of an earlier date), Parent and Merger Subsidiary jointly and severally severally, represent and warrant to the Company that, except and the Securityholders as disclosed in the Parent Disclosure Schedule which has been delivered to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"):follows:

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Industrial Corp /De/)

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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY. Subject to ‎Section 12.05, except as set forth in the Parent Disclosure Schedule, Parent and Merger Subsidiary Subsidiary, jointly and severally severally, represent and warrant to the Company that, except as disclosed in the Parent Disclosure Schedule which has been delivered to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule")::

Appears in 1 contract

Samples: Agreement and Plan of Merger (MediaMind Technologies Inc.)

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY. Except as set forth on Parent Disclosure Schedule, as of the date of this Agreement and as of the Effective Time (except to the extent such representations and warranties speak expressly as of an earlier date), Parent and the Merger Subsidiary jointly and severally represent and warrant to the Company that, except as disclosed in the Parent Disclosure Schedule which has been delivered to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"):follows:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applera Corp)

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