REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company as follows:
Appears in 109 contracts
Samples: Merger Agreement (CymaBay Therapeutics, Inc.), Merger Agreement (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: Merger Agreement (Resonant Inc), Merger Agreement (Crystal Rock Holdings, Inc.), Merger Agreement (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: Employment Agreement (AutoWeb, Inc.), Merger Agreement (AutoWeb, Inc.), Merger Agreement (Adamas 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: Merger Agreement (CinCor Pharma, Inc.), Transaction Implementation Agreement (Grindrod Shipping Holdings Ltd.), Merger Agreement (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: Merger Agreement (Ocera Therapeutics, Inc.), Merger Agreement (Bureau of National Affairs Inc), Merger Agreement (Opto Circuits (India) LTD)
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: Merger Agreement (Crane & Co Inc), Merger Agreement (Lee Enterprises Inc), Merger Agreement (American Bank Note Holographics Inc)
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: Merger Agreement (Monaco Coach Corp /De/), Merger Agreement (SMC Corp), Merger Agreement (National Service Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company as followsthat:
Appears in 11 contracts
Samples: Merger Agreement (Meredith Corp), Merger Agreement (Softworks Inc), Merger Agreement (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.), Merger Agreement (Sigilon Therapeutics, Inc.), Merger Agreement (Acceleron Pharma Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant to the Company as followsthat:
Appears in 8 contracts
Samples: Merger Agreement (Citigroup Inc), Merger Agreement (Hills Stores Co /De/), Merger Agreement (Pamida Holdings Corp/De/)
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: Merger Agreement (WebMD Health Corp.), Merger Agreement (Microsemi Corp), Merger Agreement (Actel 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: Merger Agreement (Seneca West Corp), Merger Agreement (Valley Forge Corp), Merger Agreement (Harcor Energy 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 6 contracts
Samples: Merger Agreement (Beckman Coulter Inc), Merger Agreement (Biosite Inc), Merger Agreement (Biosite Inc)
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: Merger Agreement (Molex Inc), Merger Agreement (Molex Inc), Merger Agreement (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: Merger Agreement (Amber Road, Inc.), Merger Agreement (General Electric Co), Merger Agreement (Nu Horizons Electronics Corp)
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: Merger Agreement (Wolters Kluwer Us Corp), Merger Agreement (Ovid Technologies Inc), Merger Agreement (Wolters Kluwer Us Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent hereby represents and warrant warrants to the Company as follows:
Appears in 4 contracts
Samples: Merger Agreement (Synavant Inc), Merger Agreement (Dendrite International Inc), Merger Agreement (Synavant Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent each represents and warrant warrants to the Company as follows:
Appears in 3 contracts
Samples: Merger Agreement (Nortel Networks Inc.), Merger Agreement (Pec Solutions Inc), Merger Agreement (Nortel Networks LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Merger Agreement (Tel Save Holdings Inc), Merger Agreement (Texoil Inc /Nv/), Merger Agreement (Ocean Energy Inc /Tx/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser each represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Merger Agreement (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 jointly and severally represent and warrant to the Company as followsthat:
Appears in 3 contracts
Samples: Merger Agreement (Vivra Inc), Merger Agreement (Spine Tech Inc), Merger Agreement (Spine Tech Inc)
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: Merger Agreement (Alcatel), Merger Agreement (Watson Pharmaceuticals Inc), Merger Agreement (Schein Pharmaceutical 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: Merger Agreement (Einstein Noah Restaurant Group Inc), Merger Agreement (Caribou Coffee Company, Inc.)
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: Merger Agreement (George Acquisition Inc), Merger Agreement (Goulds Pumps Inc)
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: Merger Agreement (Marriott International Inc), Merger Agreement (Forum Group 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: Merger Agreement (Delco Remy International Inc), Merger Agreement (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: Merger Agreement (Salton Maxim Housewares Inc), Merger Agreement (Toastmaster 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 (BBN Corp), Merger Agreement (Gte Corp)
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 each hereby represents and warrant warrants to the Company as followsCompany:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Spectrum Pharmaceuticals Inc), Stock Purchase Agreement (Talon Therapeutics, 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: Merger Agreement (Eagle Supply Group Inc), Merger Agreement (Gulfside Supply, 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 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. 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
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby jointly and severally represent and warrant to and for the benefit of each of the Shareholders and 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:
Appears in 1 contract
Samples: Tender Offer Statement
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant to the Company Company, as follows:
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
Samples: Merger Agreement (Adobe Systems 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
Samples: Merger Agreement (United Foods 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. Parent and Purchaser jointly and severally represent and warrant to the Company and the Shareholders as follows:
Appears in 1 contract
Samples: Merger Agreement (Greenbriar Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser jointly and severally represent and warrant to the Company as follows:: Section
Appears in 1 contract
Samples: Agreement and Plan of Merger (Biodelivery Sciences International Inc)
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
Samples: Merger Agreement (Milastar Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent represents and warrant warrants to the Company as follows:: Section
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 jointly and severally, represent and warrant to the Company as followsthat:
Appears in 1 contract
Samples: Merger Agreement (Block Drug Co Inc)
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
Samples: Merger Agreement (RayzeBio, Inc.)
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
Samples: Merger Agreement (RetailMeNot, Inc.)
