Standard for Breach of Representations and Warranties. For all purposes of this Agreement, no representation or warranty of the Company or Parent contained in Section 5.03 (other than the representations and warranties contained in Section 5.03(b), which shall be true in all respects except for de minimus variations, and in 5.03(g)(2)(B), which shall be true in all respects) will be deemed untrue, and no party will be deemed to have breached a representation or warranty, where such failure to be true or breach of such representation or warranty would not be material and adverse to the Company and its Subsidiaries taken as a whole, or Parent and its Subsidiaries taken as a whole, as the case may be.
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Samples: Merger Agreement (Stewart & Stevenson Services Inc), Merger Agreement (Armor Holdings Inc)
Standard for Breach of Representations and Warranties. For all purposes of this Agreement, no representation or warranty of the Company or Parent contained in Section 5.03 (other than the representations and warranties contained in Section 5.03(b5.03(b)(1) (other than de minimis variations), which shall be true in all respects except for de minimus variations, 5.03(m) and in 5.03(g)(2)(BSection 5.03(w), which shall be true in all respects) will be deemed untrue, and no party will be deemed to have breached a representation or warranty, where such failure to be true or breach of such representation or warranty would not reasonably be material and adverse expected to have a Material Adverse Effect with respect to the Company and its Subsidiaries taken as a whole, or Parent and its Subsidiaries taken as a wholeParent, as the case may be.
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Samples: Merger Agreement (Convergys Corp)
Standard for Breach of Representations and Warranties. For all purposes of this Agreement, no representation or warranty of the Company or Parent contained in Section 5.03 (other than the representations and warranties contained in Section 5.03(b5.03(b)(1) (other than de minimis variations), which shall be true in all respects except for de minimus variations, 5.03(m) and in 5.03(g)(2)(B), which Section 5.03(w),which shall be true in all respects) will be deemed untrue, and no party will be deemed to have breached a representation or warranty, where such failure to be true or breach of such representation or warranty would not reasonably be material and adverse expected to have a Material Adverse Effect with respect to the Company and its Subsidiaries taken as a whole, or Parent and its Subsidiaries taken as a wholeParent, as the case may be.
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Samples: Merger Agreement (Intervoice Inc)
Standard for Breach of Representations and Warranties. For all purposes of this AgreementAgreement other than Sections 6.02 and 6.03 hereof (which are subject to the standards set forth therein), no representation or warranty of the Company or Parent contained in Section 5.03 4.03 or Section 4.04 (other than the representations and warranties contained in Section 5.03(b4.03(b), which shall be true in all respects except for de minimus variations, variations and in 5.03(g)(2)(BSection 4.03(g)(5)(C), which shall be true in all respects) will be deemed untrue, and no party Party will be deemed to have breached a representation or warranty, where such failure to be true or breach of such representation or warranty warranty, has not had, and would not reasonably be material and adverse expected to have a Material Adverse Effect with respect to the Company and its Subsidiaries taken as a whole, or Parent and its Subsidiaries taken as a wholeParent, as the case may be.
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