REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company as follows:
Appears in 109 contracts
Samples: Agreement and Plan of Merger (CymaBay Therapeutics, Inc.), Agreement and Plan of Merger (Gilead Sciences, Inc.), Agreement and Plan of Merger (Decibel Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 70 contracts
Samples: Agreement and Plan of Merger (Resonant Inc), Agreement and Plan of Merger (Crystal Rock Holdings, Inc.), Agreement and Plan of Merger (Exa Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser jointly and severally represent and warrant to the Company as follows:
Appears in 43 contracts
Samples: Agreement and Plan of Merger (AutoWeb, Inc.), Agreement and Plan of Merger (AutoWeb, Inc.), Agreement and Plan of Merger (Supernus Pharmaceuticals, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant to the Company as follows:
Appears in 29 contracts
Samples: Agreement and Plan of Merger (CinCor Pharma, Inc.), Transaction Implementation Agreement (Grindrod Shipping Holdings Ltd.), Agreement and Plan of Merger (Constellation Pharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser Purchaser, jointly and severally, represent and warrant to the Company as follows:
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Ocera Therapeutics, Inc.), Agreement and Plan of Merger (Bureau of National Affairs Inc), Agreement and Plan of Merger (Koch Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser Purchaser, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Crane & Co Inc), Agreement and Plan of Merger (Lee Enterprises Inc), Voting Agreement (American Bank Note Holographics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent represents and warrant warrants to the Company as follows:
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Openwave Systems Inc), Agreement and Plan of Merger (Signalsoft Corp), Agreement and Plan of Merger (Genzyme Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser jointly and severally represent and warrant to the Company as followsthat:
Appears in 12 contracts
Samples: Agreement and Plan of Merger (SMC Corp), Agreement and Plan of Merger (Monaco Coach Corp /De/), Securities Purchase Agreement (Infogrames Entertainment Sa)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company as followsthat:
Appears in 12 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Meredith Corp), Agreement and Plan of Merger (Metromail Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser Purchaser, jointly and severally, hereby represent and warrant to the Company as follows:
Appears in 10 contracts
Samples: Agreement and Plan of Merger (ImmunoGen, Inc.), Agreement and Plan of Merger (Sigilon Therapeutics, Inc.), Agreement and Plan of Merger (Acceleron Pharma Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser jointly and severally represent and warrant to the Company as followsCompany:
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Minerals Technologies Inc), Agreement and Plan of Merger (Amcol International Corp), Agreement and Plan of Merger (Verenium Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant to the Company as followsthat:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Symbol Technologies Inc), Agreement and Plan of Merger (Pamida Holdings Corp/De/), Agreement and Plan of Merger (HSC Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant warrant, jointly and severally, to the Company as follows:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Brining David R), Agreement and Plan of Merger (Valley Forge Corp), Agreement and Plan of Merger (Pacific Rehabilitation & Sports Medicine Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company as follows:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (WebMD Health Corp.), Agreement and Plan of Merger (Actel Corp), Agreement and Plan of Merger (Microsemi Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby jointly and severally represent and warrant to the Company as followsthat:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Biosite Inc), Agreement and Plan of Merger (Biosite Inc), Agreement and Plan of Merger (Beckman Coulter Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent represents and warrant warrants jointly and severally to the Company as followsthat:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ovid Technologies Inc), Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Wolters Kluwer Us Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent and warrant jointly and severally to the Company as followsthat:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Molex Inc), Agreement and Plan of Merger (Molex Inc), Agreement and Plan of Merger (Woodhead Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser each represent and warrant to the Company as follows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Amber Road, Inc.), Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Nu Horizons Electronics Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company as follows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Penney J C Co Inc), Agreement and Plan of Merger (Interlink Computer Sciences Inc), Agreement and Plan of Merger (Sterling Software Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser each represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Digex Inc), Agreement and Plan of Merger (Intermedia Communications of Florida Inc), Agreement and Plan of Merger (Intermedia Communications of Florida Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cobra Golf Inc), Agreement and Plan of Merger (Cobra Golf Inc), Agreement and Plan of Merger (American Brands Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser each hereby represent and warrant to the Company as followsthat:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Watson Pharmaceuticals Inc), Agreement and Plan of Merger (Alcatel), Agreement and Plan of Merger (Schein Pharmaceutical Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby jointly and severally represent and warrant to the Company as followsthat:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Spine Tech Inc), Agreement and Plan of Merger (Spine Tech Inc), Agreement and Plan of Merger (Vivra Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent each represents and warrant warrants to the Company as follows:: 42
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nortel Networks LTD), Agreement and Plan of Merger (Pec Solutions Inc), Agreement and Plan of Merger (Nortel Networks Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and the Purchaser jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delco Remy International Inc), Agreement and Plan of Merger (Citigroup Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser each represent and warrant warrant, jointly and severally, to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Salton Maxim Housewares Inc), Agreement and Plan of Merger (Toastmaster Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. The Parent and the Purchaser hereby represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Minolta Investments Co), Stock Purchase Agreement (QMS Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent each hereby represents and warrant warrants to the Company as followsCompany:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Talon Therapeutics, Inc.), Stock Purchase Agreement (Spectrum Pharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company as follows, provided that the representations and warranties by and with respect to Purchaser shall apply only from and after the time Purchaser is formed pursuant to Section 5.10 hereof:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bosch Security Systems Corp), Agreement and Plan of Merger (Detection Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent represents and warrant warrants to the Company as follows:: SECTION 5.1
Appears in 2 contracts
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Gte Corp), Exhibit 1 Agreement and Plan of Merger (BBN Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company as follows:that: 25 21
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Goulds Pumps Inc), Agreement and Plan of Merger (George Acquisition Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company and the Seller as follows:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Kline Hawkes Pacific Advisors, LLC), Stock Purchase Agreement (Vector Intersect Security Acquisition Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent represent, warrant and warrant covenant to and with the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forum Group Inc), Agreement and Plan of Merger (Marriott International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. The Purchaser and the Parent each represents and Purchaser represent and warrant warrants to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eagle Supply Group Inc), Agreement and Plan of Merger (Gulfside Supply, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent hereby represents and Purchaser represent and warrant warrants to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Einstein Noah Restaurant Group Inc), Agreement and Plan of Merger (Caribou Coffee Company, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company (except as set forth in the Purchaser Disclosure Schedule) as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Arvin Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser jointly and severally, represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent Parent, Interlab and Purchaser jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company Company, jointly and severally, as follows:set forth in this Article IV.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cougar Biotechnology, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company as followsHolder that:
Appears in 1 contract
Samples: Tender and Support Agreement (Blue Apron Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser Purchaser, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Purchaser and Parent represents and Purchaser represent and warrant warrants to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company as follows:follows (in the case of Purchaser, upon execution and delivery of the Joinder):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent represents and warrant warrants to the Company as follows:: Section 4.1
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Telecasting Inc/De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser jointly and severally represent and warrant to the Company as follows:: Section 5.1
Appears in 1 contract
Samples: Tender and Support Agreement (Biodelivery Sciences International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant to the Company Company, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (MBS Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser jointly and severally represent and warrant to the Company and the Partners as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent represents and warrant warrants to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent hereby represents and warrant warrants to the Company as followsthat:
Appears in 1 contract
Samples: Stock Option Agreement (Cadence Design Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. The Purchaser and the Parent and Purchaser hereby represent and warrant to the Company as follows:
Appears in 1 contract
