REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company that except as set forth in the disclosure schedule delivered by the Parent and Purchaser to the Company at or prior to the date of execution of this Agreement (the "Parent Disclosure Schedule") where the relevance of such disclosure to the applicable representation and warranty is reasonably evident from the nature of the disclosure:
Appears in 4 contracts
Samples: Merger Agreement (Morton Acquisition Corp), Merger Agreement (Rohm & Haas Co), Merger Agreement (Rohm & Haas Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company that except Except as set forth in the disclosure schedule delivered by the Parent and Purchaser to the Company at or prior to the date of execution of this Agreement (the "Parent “Purchaser Disclosure Schedule") where the relevance of such disclosure ”), Parent and Purchaser jointly and severally represent and warrant to the applicable representation and warranty is reasonably evident from the nature of the disclosureCompany that:
Appears in 4 contracts
Samples: Merger Agreement (Best Buy Co Inc), Merger Agreement (Napster Inc), Merger Agreement (Guideline, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Except as set forth in the corresponding sections or subsections of the Parent Disclosure Schedule attached to this Agreement (the “Parent Disclosure Schedule”), Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company that except as set forth in the disclosure schedule delivered by the Parent and Purchaser to the Company at or prior to the date of execution of this Agreement (the "Parent Disclosure Schedule") where the relevance of such disclosure to the applicable representation and warranty is reasonably evident from the nature of the disclosurethat:
Appears in 3 contracts
Samples: Merger Agreement (Invitrogen Corp), Merger Agreement (Informax Inc), Merger Agreement (Invitrogen Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company that except as set forth in the disclosure schedule delivered by the Parent and Purchaser to the Company at or prior to the date of execution of this Agreement (the "Parent Disclosure Schedule") where the relevance of such disclosure to the applicable representation and warranty is reasonably evident from the nature of the disclosure:
Appears in 2 contracts
Samples: Merger Agreement (Box Hill Systems Corp), Merger Agreement (Artecon Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Except as set forth in the section of the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule”) that specifically relates to the correspondingly numbered section of this Article V, Parent and Purchaser hereby, jointly and severally, hereby represent and warrant to the Company that except as set forth in the disclosure schedule delivered by the Parent and Purchaser to the Company at or prior to the date of execution of this Agreement (the "Parent Disclosure Schedule") where the relevance of such disclosure to the applicable representation and warranty is reasonably evident from the nature of the disclosurefollows:
Appears in 2 contracts
Samples: Merger Agreement (Synopsys Inc), Merger Agreement (Numerical Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company that except Except as set forth disclosed in the Parent's disclosure schedule delivered by concurrently with the Parent and Purchaser to the Company at or prior to the date of execution delivery of this Agreement (the "PARENT DISCLOSURE SCHEDULE"), Parent Disclosure Schedule") where the relevance of such disclosure and Purchaser hereby represent and warrant, jointly and severally, to the applicable representation and warranty is reasonably evident from the nature of the disclosureCompany as follows:
Appears in 2 contracts
Samples: Merger Agreement (Jomed Acquisition Corp), Merger Agreement (Endosonics Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Except as set forth in the Parent Disclosure Schedule, Parent and Purchaser hereby, jointly and severally, each hereby represent and warrant to the Company that except as set forth in the disclosure schedule delivered by the Parent and Purchaser to the Company at or prior to the date of execution of this Agreement (the "Parent Disclosure Schedule") where the relevance of such disclosure to the applicable representation and warranty is reasonably evident from the nature of the disclosurethat:
Appears in 2 contracts
Samples: Merger Agreement (Heat Acquisition Corp), Merger Agreement (Global Industrial Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby, jointly and severally, represent severally represents and warrant warrants to the Company that that, except as set forth disclosed in the disclosure schedule delivered by the Parent and Purchaser to the Company at or prior to simultaneously with the date of execution of this Agreement (the "“Parent Disclosure Schedule") where the relevance of such disclosure to the applicable representation and warranty is reasonably evident from the nature of the disclosure:”):
Appears in 2 contracts
Samples: Merger Agreement (Precision Castparts Corp), Merger Agreement (Titanium Metals Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Except as set forth in the disclosure schedule delivered by Parent to the Company simultaneously with the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Purchaser herebyPurchaser, jointly and severally, represent and warrant to the Company that except as set forth in the disclosure schedule delivered by the Parent and Purchaser to the Company at or prior to of the date of execution of this Agreement (the "Parent Disclosure Schedule") where the relevance of such disclosure to the applicable representation hereof, and warranty is reasonably evident from the nature as of the disclosureClosing Date (except for representations and warranties that are made as of a specific date) as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser herebyPurchaser, jointly and severally, hereby represent and warrant to the Company that Company, except as set forth in the Parent SEC Reports or the disclosure schedule delivered by the Parent and Purchaser attached as Schedule 2 to the Company at or prior to the date of execution of this Agreement (the "“Parent Disclosure Schedule") where the relevance of such disclosure to the applicable representation and warranty is reasonably evident from the nature of the disclosure:”):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tier Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. As an inducement to the Company to enter into this Agreement, Parent and Purchaser Purchaser, except as disclosed in Parent's disclosure schedule delivered concurrently with the delivery of this Agreement (the "Parent Disclosure Schedule"), hereby, jointly and severally, represent and warrant to the Company that except as set forth in the disclosure schedule delivered by the Parent and Purchaser to the Company at or prior to the date of execution of this Agreement (the "Parent Disclosure Schedule") where the relevance of such disclosure to the applicable representation and warranty is reasonably evident from the nature of the disclosurefollows:
Appears in 1 contract
Samples: Pre Merger Agreement (Dynacare Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Except as set forth in the Parent Disclosure Schedules, Parent and Purchaser hereby, jointly and severally, severally represent and warrant to the Company that except as set forth in the disclosure schedule delivered by the Parent and Purchaser to the Company at or prior to the date of execution of this Agreement (the "Parent Disclosure Schedule") where the relevance of such disclosure to the applicable representation and warranty is reasonably evident from the nature of the disclosurefollows:
Appears in 1 contract
Samples: Merger Agreement (Cypress Communications Holding Co Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company that except Except as set forth in the disclosure schedule delivered by the Parent and Purchaser to the Company at or prior to simultaneously with the date of execution and delivery of this Agreement (the "Parent “Purchaser Disclosure Schedule") where the relevance of such disclosure ”), Parent and Purchaser jointly and severally represent and warrant to the applicable representation and warranty is reasonably evident from the nature of the disclosureCompany as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser herebyeach represent and warrant, jointly and severally, represent and warrant to the Company that that, except as set forth disclosed or reflected in the disclosure schedule Parent Disclosure Schedule delivered by the Parent and Purchaser herein to the Company at or prior to the date of execution of this Agreement (the "Parent Disclosure Schedule") where the relevance of such disclosure to the applicable representation and warranty is reasonably evident from the nature of the disclosureCompany:
Appears in 1 contract
Samples: Merger Agreement (Safety Kleen Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby, jointly and severally, severally represent and warrant to the Company that Company, except as set forth disclosed in the disclosure schedule delivered by the Parent and Purchaser to the Company at or prior to simultaneously with the date of execution of this Agreement (the "“Parent Disclosure Schedule") where the relevance of such disclosure to the applicable representation and warranty is reasonably evident from the nature of the disclosure:”):
Appears in 1 contract
Samples: Merger Agreement (Epiq Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Except as set forth in the Parent Disclosure Schedule delivered by Parent to the Company prior to or simultaneously with the execution of this Agreement, Parent and Purchaser hereby, jointly and severally, hereby represent and warrant to the Company that except as set forth in the disclosure schedule delivered by the Parent and Purchaser to the Company at or prior to the date of execution of this Agreement (the "Parent Disclosure Schedule") where the relevance of such disclosure to the applicable representation and warranty is reasonably evident from the nature of the disclosurefollows:
Appears in 1 contract
Samples: Merger Agreement (CalAmp Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Except as set forth in the disclosure schedule of Parent and the Purchaser herebyattached hereto (the "Parent Disclosure Schedule") (each section of which qualifies the correspondingly numbered representation and warranty only), Parent and the Purchaser, jointly and severally, represent and warrant to the Company that except as set forth in the disclosure schedule delivered by the Parent and Purchaser to the Company at or prior to the date of execution of this Agreement (the "Parent Disclosure Schedule") where the relevance of such disclosure to the applicable representation and warranty is reasonably evident from the nature of the disclosurefollows:
Appears in 1 contract
Samples: Merger Agreement (Hudson James T)