REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 350 contracts
Samples: Agreement and Plan of Merger (Hibbett Inc), Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Vizio Holding Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 190 contracts
Samples: Agreement and Plan of Merger (Societal CDMO, Inc.), Agreement and Plan of Merger (Vericity, Inc.), Agreement and Plan of Merger (PhenomeX Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 180 contracts
Samples: Merger Agreement (Surmodics Inc), Agreement and Plan of Merger (Perficient Inc), Agreement and Plan of Merger (Harpoon Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 157 contracts
Samples: Agreement and Plan of Merger (Science 37 Holdings, Inc.), Agreement and Plan of Merger (Rover Group, Inc.), Agreement and Plan of Merger (Biogen Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 94 contracts
Samples: Agreement and Plan of Merger (Nordson Corp), Agreement and Plan of Merger (Atrion Corp), Voting and Support Agreement (Nordson Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company as follows:
Appears in 69 contracts
Samples: Agreement and Plan of Merger (ICC Holdings, Inc.), Agreement and Plan of Merger (ICC Holdings, Inc.), Agreement and Plan of Merger (Snap One Holdings Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 67 contracts
Samples: Agreement and Plan of Merger (Ruhnn Holding LTD), Agreement and Plan of Merger (Highpower International, Inc.), Agreement and Plan of Merger (Kongzhong Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 66 contracts
Samples: Agreement and Plan of Merger (Alpine Immune Sciences, Inc.), Agreement and Plan of Merger (NGM Biopharmaceuticals Inc), Agreement and Plan of Merger (POINT Biopharma Global Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as followsCompany:
Appears in 50 contracts
Samples: Agreement and Plan of Merger (Apartment Income REIT, L.P.), Agreement and Plan of Merger (Coupa Software Inc), Agreement and Plan of Merger (On Track Innovations LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:
Appears in 48 contracts
Samples: Agreement and Plan of Merger (Avangrid, Inc.), Agreement and Plan of Merger (Deciphera Pharmaceuticals, Inc.), Agreement and Plan of Merger (Concert Pharmaceuticals, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company as follows:
Appears in 45 contracts
Samples: Agreement and Plan of Merger (Asensus Surgical, Inc.), Agreement and Plan of Merger (Asensus Surgical, Inc.), Agreement and Plan of Merger (Inhibrx, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as followsthat:
Appears in 36 contracts
Samples: Agreement and Plan of Merger (Hartford Financial Services Group Inc/De), Agreement and Plan of Merger (Navigators Group Inc), Agreement and Plan of Merger (Spectranetics Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub each hereby represent and warrant to the Company as followsthat:
Appears in 35 contracts
Samples: Agreement and Plan of Merger (Elevate Credit, Inc.), Agreement and Plan of Merger (Elevate Credit, Inc.), Agreement and Plan of Merger (Irobot Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsthat:
Appears in 34 contracts
Samples: Agreement and Plan of Merger (AdTheorent Holding Company, Inc.), Agreement and Plan of Merger (Heritage-Crystal Clean, Inc.), Agreement and Plan of Merger (DSP Group Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company Stockholder as follows:
Appears in 32 contracts
Samples: Voting and Support Agreement (AdTheorent Holding Company, Inc.), Voting and Support Agreement (AdTheorent Holding Company, Inc.), Voting and Support Agreement (AdTheorent Holding Company, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as followsthat:
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Stealth BioTherapeutics Corp), Agreement and Plan of Merger (Rogers Corp), Agreement and Plan of Merger
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Company as follows:
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Starrett L S Co), Agreement and Plan of Merger (Starrett L S Co), Agreement and Plan of Merger (Evolving Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsCompany:
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Doma Holdings, Inc.), Agreement and Plan of Merger (Doma Holdings, Inc.), Agreement and Plan of Merger (Mateon Therapeutics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Company as follows:
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Rivulet Media, Inc.), Agreement and Plan of Merger (Bio-Matrix Scientific Group, Inc.), Agreement and Plan of Merger (Horton D R Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company Company, as follows:
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Powerschool Holdings, Inc.), Agreement and Plan of Merger (Sybase Inc), Agreement and Plan of Merger (Sybase Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Shareholders as follows:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Brickman Group LTD), Agreement and Plan of Merger and Reorganization (Medibuy Com Inc), Agreement and Plan of Merger And (Rogue Wave Software Inc /Or/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in the disclosure letter supplied by Parent to the Company (the "PARENT SCHEDULES"), as follows:
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Komag Inc /De/), Agreement and Plan of Merger and Reorganization (Healthcare Com Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub each hereby represent and warrant to the Company as follows:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Forest City Realty Trust, Inc.), Agreement and Plan of Merger (Emulex Corp /De/), Agreement and Plan of Merger (Net2phone Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and the Merger Sub represent and warrant to the Company as follows:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Intersections Inc), Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Green Bancorp, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub each represent and warrant to the Company as follows:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Supernus Pharmaceuticals Inc), Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 7 contracts
Samples: Agreement of Merger (Whole Earth Brands, Inc.), Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Quality Care Properties, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsCompany:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Startek, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each hereby represents and warrant warrants to the Company as follows:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Morgan Associates Inc), Agreement and Plan of Merger (Envirogen Inc), Agreement and Plan of Merger (Kinder Richard D)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant warrant, on a joint and several basis, to the Company as follows:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Digital Realty Trust, L.P.), Agreement and Plan of Merger (Genpact LTD), Agreement and Plan of Merger (Logan's Roadhouse of Kansas, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent hereby make the following representations and warrant warranties to the Company as followsand the Principal Shareholder:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (IElement CORP), Agreement and Plan of Merger (IElement CORP), Agreement and Plan of Merger (IElement CORP)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Company as followsthat:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (ProFrac Holding Corp.), Agreement and Plan of Merger (FTS International, Inc.), Agreement and Plan of Merger (Rf Micro Devices Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Starbase Corp), Agreement and Plan of Merger (Covansys Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Prologis, L.P.), Agreement and Plan of Merger (Industrial Property Trust Inc.), Agreement and Plan of Merger (Industrial Property Trust Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each hereby represents and warrant warrants to the Company as followsthat:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Steel Partners Holdings L.P.), Agreement and Plan of Merger (Steel Connect, Inc.), Agreement and Plan of Merger (Independence Holding Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsCompany, that:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Rosemore Inc), Agreement and Plan of Merger (Rosemore Inc), Agreement and Plan of Merger (Crown Central Petroleum Corp /Md/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Subject to Section 8.01(c), Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 4 contracts
Samples: Security Agreement (Ats Medical Inc), Agreement and Plan of Merger (Restore Medical, Inc.), Agreement and Plan of Merger (Cuno Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby jointly and warrant severally represents and warrants to the Company as followsthat:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Par Pharmaceutical Companies, Inc.), Agreement and Plan of Merger (Softech Inc), Agreement and Plan of Merger (Workgroup Technology Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to HL and the Company (each with respect to itself only) as follows:
Appears in 4 contracts
Samples: Business Combination Agreement (Numberbubble, S.A.), Business Combination Agreement (Schwarz Jeffrey E), Business Combination Agreement (Fusion Fuel Green LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent hereby represents and Merger Sub represent and warrant warrants to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Petrohawk Energy Corp), Agreement and Plan of Merger (BHP Billiton LTD), Business Combination Agreement (Rainbow Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub each represent and warrant to the Company as followsCompany:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Momentive Performance Materials Inc.), Agreement and Plan of Merger (Momentive Performance Materials Inc.), Agreement and Plan of Merger (Cbeyond, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (RCS Capital Corp), Agreement and Plan of Merger (FTT Holdings, Inc.), Agreement and Plan of Merger (Agco Corp /De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent ------------------------------------------------------- and Merger Sub represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Triangle Pacific Corp), Agreement and Plan of Merger (Armstrong World Industries Inc), Agreement and Plan of Merger (Armstrong World Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as Previously Disclosed, Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Independent Bank Corp), Agreement and Plan of Merger (Falmouth Bancorp Inc), Voting Agreement (Abington Bancorp Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Designated Shareholders as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Eloquent Inc), Agreement and Plan of Merger (FVC Com Inc), Agreement and Plan of Merger and Reorganization (Clarent Corp/Ca)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent represents and Merger Sub represent and warrant warrants to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Alderwoods Group Inc), Agreement and Plan of Merger (Plantronics Inc /Ca/), Agreement and Plan of Merger (Service Corporation International)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and each Seller as follows:
Appears in 3 contracts
Samples: Stock Purchase Agreement and Plan of Merger (Paragon Trade Brands Inc), Stock Purchase Agreement and Plan of Merger (Ontario Teachers Pension Plan Board), Stock Purchase Agreement and Plan of Merger (Paragon Trade Brands Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and the Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (SP Bancorp, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company Shareholders as follows:
Appears in 3 contracts
Samples: Tender and Voting Agreement (Cascade Corp), Tender and Voting Agreement (Warren Holdings, LLC), Tender and Voting Agreement (Cascade Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and its stockholders as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (International Network Services), Agreement and Plan of Reorganization (Corsair Communications Inc), Agreement and Plan of Merger (Intervisual Books Inc /Ca)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:follows (it being understood that the representations and warranties with respect to Merger Sub are made effective only upon, and as of, the execution of the Joinder (as defined below) by Merger Sub):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (True Wind Capital, L.P.), Agreement and Plan of Merger (Zix Corp), Agreement and Plan of Merger (Open Text Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. In order to induce the Company to enter into and perform this Agreement, Parent and Merger Sub represent and warrant to the Company as follows:.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Zillow Inc), Agreement and Plan of Merger (Zillow Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent Sub, jointly and warrant severally, hereby represents and warrants to the Company as followsthat:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gevity Hr Inc), Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Bradley Pharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:that: 59
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company Acquired Companies as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger And (Dot Hill Systems Corp), Agreement and Plan of Merger And (Websense Inc), Agreement and Plan of Merger and Reorganization (Ditech Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gasco Energy Inc), Agreement and Plan of Merger (Packaged Ice Inc), Agreement and Plan of Merger (Newfield Exploration Co /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant warrant, jointly and severally, to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Parker Hannifin Corp), Agreement and Plan of Merger (Telecommunication Systems Inc /Fa/), Agreement and Plan of Merger (Horizon CMS Healthcare Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent jointly and warrant severally represents and warrants to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Innophos Holdings, Inc.), Agreement and Plan of Merger (Ubiquitel Inc), Agreement and Plan of Reorganization (Red Hat Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. In order to induce Parent to enter into this Agreement, Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Elantec Semiconductor Inc), Agreement and Plan of Merger (Onesource Information Services Inc), Agreement and Plan of Merger (Intersil Corp/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Shareholder as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Award Software International Inc), Agreement and Plan of Merger and Reorganization (Award Software International Inc), Agreement and Plan of Merger and Reorganization (Award Software International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Company as followsCompany:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Workflow Management Inc), Agreement and Plan of Merger (Workflow Management Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Company Shareholders as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Messagemedia Inc), Voting Agreement (Softbank Holdings Inc Et Al)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows, to and for the benefit of the Holder Indemnitees, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Myriad Genetics Inc), Agreement and Plan of Merger (Churchill Downs Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsset forth in this Article III:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merit Medical Systems Inc), Agreement and Plan of Merger (Quality Systems, Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company as follows:set forth in this Article IV.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Industrial Logistics Properties Trust), Agreement and Plan of Merger (Monmouth Real Estate Investment Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in this Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Watson Pharmaceuticals Inc), Agreement and Plan of Merger (Andrx Corp /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub (when established) hereby, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RDA Microelectronics, Inc.), Agreement and Plan of Merger (Spreadtrum Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company Company, subject to the exceptions previously certified in writing by Parent or Merger Sub, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Flycast Communications Corp), Agreement and Plan of Reorganization (Cybermedia Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and the Shareholders as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Caere Corp), Escrow Agreement (American Business Information Inc /De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as expressly set forth in this Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (United Industrial Corp /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent represents and Merger Sub represent and warrant warrants to the Company as followsCompany:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abbott Laboratories), Agreement and Plan of Merger (Alere Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:set forth below.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Kindred Biosciences, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and the Merger Sub Sub, jointly and severally, represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fly Leasing LTD), Agreement and Plan of Merger (Hewlett Packard Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub each hereby represent and warrant to the Company as followsCompany:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tegna Inc), Agreement and Plan of Merger (Zebra Technologies Corp/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant warrant, jointly and severally, to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diamond Resorts International, Inc.), Agreement and Plan of Merger (Serena Software Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Subs represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yelp Inc), Escrow Agreement (Graphon Corp/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant warrants to the Company as follows:
Appears in 2 contracts
Samples: Strategic Alliance Agreement (Broadcom Corp), Affiliate Agreement (Level One Communications Inc /Ca/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. In order to induce the Company to enter into this Agreement, Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Superclick Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company Company, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Motive Inc), Agreement and Plan of Merger (Fusion Medical Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As a material inducement to the Company to enter into this Agreement, Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Great Plains Holdings, Inc.), Agreement and Plan of Merger (Sba Communications Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each represents and warrant warrants to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solta Medical Inc), Agreement and Plan of Merger (Penn National Gaming Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Signing Shareholders as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Inhale Therapeutic Systems Inc), Affiliate Agreement (Zitel Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsseverally, but not jointly, that:
Appears in 2 contracts
Samples: Merger Agreement (Greka Energy Corp), Merger Agreement (Greka Energy Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, on a joint and several basis, represent and warrant to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GLORY STAR NEW MEDIA GROUP HOLDINGS LTD), Agreement and Plan of Merger (Fuling Global Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and the Shareholders as followsset forth below:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (National Information Consortium), Agreement and Plan of Reorganization and Merger (National Information Consortium)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows:.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Everest Merger Sub, Inc.), Agreement and Plan of Merger (Sport Chalet Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub jointly and severally represent and warrant to Company and the Company Shareholders as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Goldleaf Financial Solutions Inc.), Agreement and Plan of Merger (Geisel Brian R)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. The Parent and Merger Sub represent and warrant to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ExlService Holdings, Inc.), Agreement and Plan of Merger (ExlService Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsand the Sole Shareholder that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Retek Inc), Agreement and Plan of Merger (HNC Software Inc/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:: 38031572.13
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Apex Global Brands Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company Company, jointly and severally, as follows:set forth in this Article IV.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MWI Veterinary Supply, Inc.), Agreement and Plan of Merger (Amerisourcebergen Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as followsset forth below:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Segue Software Inc), Agreement and Plan of Merger (Borland Software Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company and the Company Shareholders as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Synthetic Turf Corp of America)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant warrants to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to the Company and the Shareholders as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Information Consortium)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant warrant, on a joint and several basis, to the Company and Sellers as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub and Parent hereby represent and warrant to the Company and to the Founder as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and the Principals as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Technology 80 Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as followsand Sellers that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant warrant, jointly and severally, to the Company as followsCompany:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company and the Shareholders Parties as follows:
Appears in 1 contract
