REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Navistar International Corp), Agreement and Plan of Merger (Intl Fcstone Inc.), Agreement and Plan of Merger (Advent Software Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except as set forth in the Parent Disclosure SchedulePreviously Disclosed by Parent, Parent represents and warrants to the Company that:
Appears in 6 contracts
Samples: Voting and Support Agreement (Transocean Ltd.), Voting and Support Agreement (Transocean Ltd.), Agreement and Plan of Merger (Carmike Cinemas Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth disclosed in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Toronto Dominion Bank), Agreement and Plan of Merger (Toronto Dominion Bank), Agreement and Plan of Merger (Td Banknorth Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company thatas follows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Amis Holdings Inc), Agreement and Plan of Merger and Reorganization (Kratos Defense & Security Solutions, Inc.), Agreement and Plan of Merger and Reorganization (On Semiconductor Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth in the Parent Disclosure Schedule, Parent hereby represents and warrants to the Company thatCompany:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bank of Marin Bancorp), Agreement and Plan of Merger (Bank of Marin Bancorp), Agreement and Plan of Merger (Community Bancorp Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05Section 11.06, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fogo De Chao, Inc.), Agreement and Plan of Merger (Fogo De Chao, Inc.), Agreement and Plan of Merger (Ruby Tuesday Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except as disclosed in any Parent SEC Document filed after December 31, 2008 and before the date of this Agreement or as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 3 contracts
Samples: Transaction Agreement (Partnerre LTD), Agreement and Plan of Merger (Equinix Inc), Agreement and Plan of Merger (Switch & Data Facilities Company, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.0512.05, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Consumer USA Holdings Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth in the Parent Disclosure Schedule, regardless of whether the relevant Section herein refers to the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (Travelers Property Casualty Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth Previously Disclosed in the Parent comparable subsection of Parent’s Disclosure Schedule, Parent hereby represents and warrants to the Company thatas follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cullen Frost Bankers Inc), Agreement and Plan of Merger (Summit Bancshares Inc /Tx/), Agreement and Plan of Merger (Cullen Frost Bankers Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.0514.04, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 3 contracts
Samples: Transaction Agreement (MSG Entertainment Spinco, Inc.), Transaction Agreement (MSG Entertainment Spinco, Inc.), Transaction Agreement (Madison Square Garden Co)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject Except as Previously Disclosed in a section of its Disclosure Schedule corresponding to Section 11.05, except as set forth in the Parent Disclosure Schedulerelevant paragraph below, Parent hereby represents and warrants to the Company thatas follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dain Rauscher Corp), Agreement and Plan of Merger (Tucker Anthony Sutro), Agreement and Plan of Merger (Royal Bank of Canada \)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section Section 11.05, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AssetMark Financial Holdings, Inc.), Agreement and Plan of Merger (SS&C Technologies Holdings Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AVX Corp), Agreement and Plan of Merger and Reorganization (Photon Dynamics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth disclosed in the Parent Disclosure Schedule, Parent represents and warrants to the Company thatas follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Palmsource Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except as disclosed in any Parent SEC Document filed after December 27, 2008 and before the date of this Agreement or as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pepsi Bottling Group Inc), Agreement and Plan of Merger (Pepsico Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except as set forth in Article III and the Parent Disclosure Schedule, Parent hereby represents and warrants to the Company thatas follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Republic First Bancorp Inc), Agreement and Plan of Merger (Pennsylvania Commerce Bancorp Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth in Parent Disclosure Schedule attached hereto (the “Parent Disclosure Schedule”), Parent hereby represents and warrants to the Company thatas follows:
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (ContraVir Pharmaceuticals, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, Article III hereof and except as set forth in the Parent Disclosure Schedule, Parent hereby represents and warrants to the Company thatas follows:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (North Fork Bancorporation Inc), Agreement and Plan of Reorganization (Cbny Investment Services Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.0514.04, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ultra Clean Holdings Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.0512.05, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company as of the date hereof and as of the Effective Time that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company as of the date hereof and as of the Effective Time that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Industries LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject Parent hereby represents and warrants to Section 11.05, Company that except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Vaxgen Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth in the correspondingly numbered Section of the Parent Disclosure Schedule, Parent represents and warrants to the Company thatand the Contributors as follows:
Appears in 1 contract
Samples: Acquisition Agreement (Avalanche Biotechnologies, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth in the Parent Disclosure Schedule, subject to Section 11.05, Parent represents and warrants to the Company that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aveo Pharmaceuticals, Inc.)
