REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB 1 AND MERGER SUB 2. Except as set forth in the Parent Reports or the MPLX Reports publicly filed with the SEC prior to the date of this Agreement (excluding, in each case, any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) (it being agreed that nothing disclosed in the Parent Reports or the MPLX Reports will be deemed to modify or qualify the representations and warranties set forth in Section 5.2(b), Section 5.2(c)(ii), Section 5.2(j) and Section 5.2(k)) or in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to or simultaneously with entering into this Agreement (the “Parent Disclosure Letter” and together with the Company Disclosure Letter, the “Disclosure Letters”) (it being agreed that disclosure of any item in any section or subsection of Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of the Parent Disclosure Letter to the extent that the relevance of such item to such section or subsection is reasonably apparent on its face), Parent, Merger Sub 1 and Merger Sub 2 hereby represent and warrant to the Company that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andeavor), Merger Agreement (Marathon Petroleum Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB 1 AND MERGER SUB 2. Except as set forth in the Parent Reports or the MPLX TMLP Reports (each as defined in Section 5.2(e)(i)) publicly filed with the SEC prior to the date of this Agreement (excluding, in each case, any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) (it being agreed that nothing disclosed in the Parent Reports or the MPLX Reports will be deemed to modify or qualify the representations and warranties set forth in Section 5.2(b), Section 5.2(c)(ii), Section 5.2(j) and Section 5.2(k)) or in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to or simultaneously with entering into this Agreement (the “Parent Disclosure Letter” and together with the Company Disclosure Letter, the “Disclosure Letters”) (it being agreed that disclosure of any item in any section or subsection of Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of the Parent Disclosure Letter to the extent that which the relevance of such item to such section or subsection is reasonably apparent on its faceapparent), Parent, Merger Sub 1 and Merger Sub 2 hereby represent and warrant to the Company that:
Appears in 1 contract
Samples: Merger Agreement (Tesoro Corp /New/)
REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB 1 AND MERGER SUB 2. Except (A) as set forth disclosed in the Parent Reports SEC Documents or the MPLX Reports publicly any other reports, schedules, forms, statements or other documents (including exhibits and other information incorporated therein), in each case, filed with or furnished by Parent to the SEC since March 1, 2012 and publicly available prior to the date of this Agreement (excludingcollectively, in each case, the “Parent Filed SEC Documents”) (but excluding any forward-looking disclosures set forth in any risk factor section or section, any disclosure in any section relating to forward-looking statements and any other section disclosures included in such Parent Filed SEC Document to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature); provided, that in no event shall any disclosure in any Parent Filed SEC Document qualify or limit the representations and warranties of Parent, Merger Sub 1 or Merger Sub 2 set forth in Sections 5.02, 5.07, Section 5.08, 5.09 and 5.12 or (B) (it being agreed that nothing as disclosed in the Parent Reports Schedules (it being understood that the disclosure of an item in one section of the Parent Schedules as an exception to a particular representation or the MPLX Reports warranty will be deemed adequately disclosed as an exception with respect to modify or qualify the other representations and warranties set forth in Section 5.2(b), Section 5.2(c)(ii), Section 5.2(j) and Section 5.2(k)) or in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to or simultaneously with entering into this Agreement (the “Parent Disclosure Letter” and together with the Company Disclosure Letter, the “Disclosure Letters”) (it being agreed that disclosure of any item in any section or subsection of Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of the Parent Disclosure Letter only to the extent that the relevance of such item to such section or subsection other representations and warranties is reasonably apparent on its facethe face of such item), each of Parent, Merger Sub 1 and Merger Sub 2 hereby represent represents and warrant warrants to the Company thatBlocker and the Company, as of the date hereof and the Closing Date, as follows:
Appears in 1 contract
Samples: Merger Agreement (Rite Aid Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB 1 AND MERGER SUB 2. Except as set forth in the Parent Reports or the MPLX TMLP Reports (each as defined in Section 5.2(e)(i)) publicly filed with the SEC prior to the date of this Agreement (excluding, in each case, any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) (it being agreed that nothing disclosed in the Parent Reports or the MPLX Reports will be deemed to modify or qualify the representations and warranties set forth in Section 5.2(b), Section 5.2(c)(ii), Section 5.2(j) and Section 5.2(k)) or in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to or simultaneously with entering into this Agreement (the “Parent Disclosure Letter” and together with the Company Disclosure Letter, the “Disclosure Letters”) (it being agreed that disclosure of any item in any section or subsection of Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of the Parent Disclosure Letter to the extent that which the relevance of such item to such section or subsection is reasonably apparent on its faceapparent), Parent, Merger Sub 1 and Merger Sub 2 hereby represent and warrant to the Company that:
Appears in 1 contract