REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Inamed Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof schedules delivered by Parent to the Company simultaneously with the execution of this Agreement (the “"Parent Disclosure Letter”Schedules"):
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ns Acquisition Corp), Agreement and Plan of Merger (Canisco Resources Inc), Agreement and Plan of Merger (National Standard Co)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that Company, except as set forth in the a disclosure letter dated as of the date hereof schedule delivered by Parent to the Company concurrently herewith (the “"Parent Disclosure Letter”):Schedule"), as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Goodrich B F Co), Agreement and Plan of Merger (Corporate Advisors Lp), Agreement and Plan of Merger (Tyco Toys Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”Schedule (each schedule of which qualifies the correspondingly numbered section in this Agreement and any other section to which it is reasonably apparent on the face of such schedule that such schedule would qualify such other section):
Appears in 3 contracts
Samples: Consent and Support Agreement (Marquee Holdings Inc.), Consent and Support Agreement (LCE Mexican Holdings, Inc.), Consent and Support Agreement (Amc Entertainment Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in follows (such representations and warranties (as well as other provisions of this Agreement) are qualified by the matters identified (with reference to the appropriate Section and, if applicable, subsection being qualified) on a disclosure letter dated as of schedule (the date hereof "Parent Disclosure Schedule") delivered by Parent to the Company (the “Parent Disclosure Letter”prior to execution of this Agreement):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grand Prix Association of Long Beach Inc), Agreement and Plan of Merger (Dover Downs Entertainment Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as set forth in the Parent Disclosure Schedule delivered by Parent to the Company at or prior to the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE") or the Parent SEC Reports, Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vlsi Technology Inc), Agreement and Plan of Merger (Vlsi Technology Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that Company, the Shareholders that, except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):Schedule:
Appears in 2 contracts
Samples: Share Exchange Agreement (Cardigant Medical Inc.), Service Agreement (Cardigant Medical Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that and each Shareholder that, except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):Schedule:
Appears in 2 contracts
Samples: Share Exchange Agreement (Lin Zhenzhu), Share Exchange Agreement (Heyu Biological Technology Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in the Parent SEC Documents or the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (iVOW, Inc.), Agreement and Plan of Merger (Crdentia Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof schedules delivered by Parent to the Company simultaneously with the execution of this Agreement (the “"Parent Disclosure Letter”):Schedules") and Parent Commission Documents (as defined in Section 4.7) filed prior to the date hereof:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alliedsignal Inc), Agreement and Plan of Merger (Honeywell Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as set forth in the Parent Disclosure Schedule delivered to Company on the date of this Agreement (the “Parent Disclosure Schedule”), Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Telewest Global Inc), Agreement and Plan of Merger (NTL Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as set forth in the disclosure schedule delivered by Parent to the Company on or prior to the date hereof (the “Parent Disclosure Schedule”), Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mercantile Bankshares Corp), Agreement and Plan of Merger (Cn Bancorp Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as specifically disclosed in the Parent Disclosure Schedule delivered by the Parent to Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), the Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):follows:
Appears in 2 contracts
Samples: Employment Agreement (Vfinance Inc), Employment Agreement (National Holdings Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as otherwise set forth in the Parent Disclosure Schedule delivered by Parent to the Company at or prior to the execution of this Agreement (the "Parent Disclosure Schedule"), Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Host Marriott Services Corp), Agreement and Plan of Merger (Autogrill Acquisition Co)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that Company, except as set forth in the a disclosure letter dated as of the date hereof schedule delivered by Parent to the Company con- currently herewith (the “"Parent Disclosure Letter”):Schedule"), as fol- lows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. The following representations and warranties by Parent to the Company and the Members are qualified by those disclosures and exceptions set forth in the Parent disclosure schedule (the “Parent Disclosure Schedule”). Parent hereby represents and warrants to the Company that except as set forth in and the disclosure letter dated Members as of the date hereof delivered by Parent to and as of the Company (the “Parent Disclosure Letter”):Closing as follows:
Appears in 1 contract
Samples: Business Combination Agreement (57th Street General Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as set forth in Parent Disclosure Schedule, Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Metropolitan Health Networks Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as disclosed in a document of even date herewith and delivered by Parent to the Company prior to the execution and delivery of this Agreement and referring to the representations and warranties in this Agreement (the "Parent Disclosure Schedule"), Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that that, except as set forth in the disclosure letter dated as of the date hereof Disclosure Schedule delivered by Parent to the Company on or prior to the execution of this Agreement, which identifies exceptions by specific section reference (the “"Parent Disclosure Letter”Schedule"):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kinnard Investments Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that that, except as set forth in the otherwise disclosed on a disclosure letter dated as of schedule delivered on or prior to the date hereof delivered by Parent to the Company by Parent (the “"Parent Disclosure Letter”):Schedule"): SECTION 4.1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amvestors Financial Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to Company as follows (such representations and warranties (as well as other provisions of this Agreement) are qualified by the Company that except as set forth in matters identified on a disclosure schedule (the disclosure letter dated as of the date hereof "Parent Disclosure Schedule") delivered by Parent to the Company (the “Parent Disclosure Letter”):prior to execution of this Agreement).
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in follows (which representations and warranties as well as other provisions of this Agreement are qualified by the matters identified, with references to the appropriate Section and, if applicable, subsection, on a disclosure letter dated as of schedule (the date hereof "Parent Disclosure Schedule") delivered by Parent to the Company (the “Parent Disclosure Letter”prior to execution of this Agreement):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in follows (such representations and warranties (as well as other provisions of this Agreement) are qualified by the matters identified (with references to the appropriate Section and, if applicable, subsection being qualified) on a disclosure letter dated as of schedule (the date hereof "Parent Disclosure Schedule") delivered by Parent to the Company (the “Parent Disclosure Letter”prior to execution of this Agreement):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as otherwise disclosed to Company in a Disclosure Schedule delivered to it prior to the execution hereof (the "Parent Disclosure Schedule"), Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that Company, the Shareholders (including in their capacity as Warrant Holders) that, except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):Schedule:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in follows (such representations and warranties (as well as other provisions of this Agreement)) are qualified by the matters identified (with reference to the appropriate Section and, if applicable, subsection being qualified) on a disclosure letter dated as of schedule (the date hereof "Parent Disclosure Schedule") delivered by Parent to the Company (the “Parent Disclosure Letter”prior to execution of this Agreement):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in follows (such representations and warranties (as well as other provisions of this Agreement) are qualified by the matters identified on a disclosure letter dated as of schedule (the date hereof "Parent Disclosure Schedule") delivered by Parent to the Company (the “Parent Disclosure Letter”):prior to execution of this Agreement): Section 2.1
Appears in 1 contract
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Deeptech International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that and the Shareholders that, except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):Schedule:
Appears in 1 contract
Samples: Share Exchange Agreement (Sino Fortune Holding Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that Company, except as set forth in the disclosure letter dated as of the date hereof Disclosure Schedule delivered by Parent to the Company (the “Parent Disclosure Letter”):as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except Except as set forth in the disclosure letter dated as of the date hereof schedules delivered by the Parent to the Company (the “Parent Disclosure LetterSchedule”):), the Parent represents and warrants to the Company and the Member that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that and the Members that, except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):Schedule:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that (except as set forth disclosed by Parent pursuant to this Agreement and in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):Schedules) as follows:
Appears in 1 contract
