REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 17 contracts
Samples: Agreement and Plan of Merger (Synergy CHC Corp.), Agreement and Plan of Merger (Mount Knowledge Holdings, Inc.), Agreement and Plan of Merger (Oro Capital Corporation, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 11 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Covisint Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Titanium Asset Management Corp), Agreement and Plan of Merger (Hallwood Trust /Tx/), Agreement and Plan of Merger (Hallwood Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to Company, subject to such exceptions as are specifically disclosed in writing in the disclosure letter and referencing a specific representation supplied by Parent to Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the "PARENT SCHEDULE"), except as set forth in Parent Disclosure Schedulefollows:
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Appnet Inc /De/), Agreement and Plan of Reorganization (Isocor), Agreement and Plan of Reorganization (Forte Software Inc \De\)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise disclosed to the Company in the Parent Disclosure Letter, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Lifepoint Health, Inc.), Agreement and Plan of Merger (Multi Fineline Electronix Inc), Agreement and Plan of Merger (Omnicare Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the Parent Disclosure Schedule, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Cuseeme Networks Inc), Agreement and Plan (First Virtual Communications Inc), Agreement and Plan of Merger (Cuseeme Networks Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly Sub each represents and severally, represent and warrant warrants to the Company that, except as set forth in the Parent Disclosure Schedule:Statement (each section of which qualifies the correspondingly numbered representation and warranty or covenant as specified therein):
Appears in 5 contracts
Samples: Agreement and Plan of Merger (At&t Corp), Agreement and Plan of Merger (Teleport Communications Group Inc), Agreement and Plan of Merger (Tele Communications Inc /Co/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Subject to such exceptions as are disclosed in the Parent Disclosure Schedule, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Baldor Electric Co), Agreement and Plan of Merger (Health Grades Inc), Agreement and Plan of Merger (Sonicwall Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company thatCompany, except as set forth in the Parent Disclosure Schedule, as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Cypros Pharmaceutical Corp), Agreement and Plan of Reorganization (Cypros Pharmaceutical Corp), Agreement and Plan of Reorganization (Questcor Pharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Inrad Optics, Inc.), Agreement and Plan of Merger (Arotech Corp), Agreement and Plan of Merger (Tower International, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, that except as set forth in the Parent Disclosure ScheduleLetter delivered to the Company on the date hereof:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (Amfm Inc), Agreement and Plan of Merger (Jacor Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except as set forth in the disclosure schedule delivered to the Company on the date of this Agreement and signed by an executive officer of Parent (the "Parent Disclosure Schedule:"):
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc), Agreement and Plan of Merger and Reorganization (Lipson David S), Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement and signed by an executive officer of Parent (the "Parent Disclosure Schedule:"):
Appears in 4 contracts
Samples: 6 Agreement and Plan of Merger and Reorganization (Arris Pharmaceutical Corp/De/), 6 Agreement and Plan of Merger and Reorganization (Sequana Therapeutics Inc), 6 Agreement and Plan of Merger and Reorganization (Arris Pharmaceutical Corp/De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the disclosure schedule delivered by Parent and Merger SubSub to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aerosonic Corp /De/), Agreement and Plan of Merger (Coleman Cable, Inc.), Agreement and Plan of Merger (Technology Research Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise set forth in the Parent Disclosure Schedule, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Dna Sciences Inc), Voting Agreement (Axys Pharmecueticals Inc), Agreement and Plan of Merger and Reorganization (Pharmaceutical Product Development Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth in the written disclosure schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule:"):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tyco International LTD), Agreement and Plan of Merger (Adt Limited), Agreement and Plan of Merger (Adt Limited)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Domtar CORP), Agreement and Plan of Merger (Resolute Forest Products Inc.), Agreement and Plan of Merger (Domtar CORP)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly each and severally, hereby represent and warrant to the Company thatCompany, except as set forth in Parent the Parent's SEC Reports or the Parent's Disclosure ScheduleLetter:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Canandaigua B V), Agreement and Plan of Merger (Constellation Brands Inc), Agreement and Plan of Merger (Ravenswood Winery Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the correspondingly numbered Section of the Parent Disclosure Schedule, Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Acreage Holdings, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise set forth in the Parent Disclosure Schedule, Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Healthequity, Inc.), Agreement and Plan of Merger (Wageworks, Inc.), Agreement and Plan of Merger (Medassets Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gridsum Holding Inc.), Agreement and Plan of Merger (iDreamSky Technology LTD), Agreement and Plan of Merger (Sorrento Networks Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Subject to Section 10.5, except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gray Television Inc), Agreement and Plan of Merger (Tribune Media Co), Agreement and Plan of Merger (Nexstar Media Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the Parent Disclosure ScheduleSchedule or Parent SEC Documents:
Appears in 2 contracts
Samples: Voting Agreement (Ensco International Inc), Merger Agreement (Chiles Offshore Inc/New/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the Parent Disclosure Schedule, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Samples: Transaction Agreement (Dover Downs Gaming & Entertainment Inc), Agreement and Plan of Merger (Intermec, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub hereby represent and warrant to the Company thatCompany, except subject to such exceptions as set forth specifically disclosed with respect to specific sections of this ARTICLE 3 in the Parent Disclosure ScheduleSchedule delivered herewith and dated as of the date hereof, as follows:
Appears in 2 contracts
Samples: Plan of Reorganization (Kana Communications Inc), Plan of Reorganization (Kana Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and the Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulethe Schedules to this Agreement:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fti Consulting Inc), Agreement and Plan of Merger (Readers Digest Association Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in the disclosure schedule delivered to the Company on the date of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zayo Group LLC), Agreement and Plan of Merger (Abovenet Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the disclosure schedule that has been prepared by Parent Disclosure Schedule:in accordance with the requirements of Section 9.6 and that has been delivered to the Company on the date of this Agreement and signed on behalf of Parent by the President of Parent (the "PARENT DISCLOSURE SCHEDULE"):
Appears in 2 contracts
Samples: Agreement and Plan (Scopus Technology Inc), Agreement and Plan (Scopus Technology Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company, as qualified by the disclosure schedule delivered by Parent to the Company that, except as set forth in concurrently herewith (the “Parent Disclosure Schedule”), as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ubiquity Broadcasting Corp), Agreement and Plan of Merger (Rimrock Gold Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to Company, as of the Company thatdate hereof, except subject to such exceptions as set forth are specifically disclosed in writing in the disclosure schedule supplied by Parent Disclosure Scheduleto Company, dated as of the date hereof and certified by a duly authorized officer of Parent (the "PARENT DISCLOSURE SCHEDULE"), as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Veritas Software Corp /De/), Agreement and Plan of Merger (Precise Software Solutions LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Resource Capital Corp.), Agreement and Plan of Merger (Resource America, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth in the written disclosure schedule delivered by Parent to the Company (the "Parent Disclosure Schedule:"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (U S Long Distance Corp), Agreement and Plan of Merger (Lci International Inc /Va/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth on the disclosure letter to be delivered by the Parent and the Merger Sub to the Company pursuant to Section 2.1 (the "Parent's Disclosure Schedule"), Parent and Merger SubSub each, jointly and severally, represent represents and warrant warrants to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intellicall Inc), Agreement and Plan of Merger (Intellicall Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in on the disclosure schedule delivered by Parent and Merger Sub to the Company concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Education Lending Group Inc), Agreement and Plan of Merger (Cit Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Subject to such exceptions as are disclosed in the Parent Disclosure Letter, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cobra Electronics Corp), Agreement and Plan of Merger (Lawson Software, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company thatas follows, except as set forth in forth, specifically with reference to a particular section below, on the Parent Disclosure Schedule:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cimarex Energy Co), Agreement and Plan of Merger (Magnum Hunter Resources Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the Parent SEC Documents filed prior to the date of this Agreement or in the disclosure schedules delivered by Parent to the Company dated and signed as of that date of this Agreement by an executive officer of Parent (collectively, the "Parent Disclosure Schedule:"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Gene Logic Inc), Agreement (Oncormed Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in the disclosure letter supplied by Parent to the Company that, except (the "Parent Schedules") and dated as set forth in Parent Disclosure Scheduleof the date hereof as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (C Bridge Internet Solutions Inc), Agreement and Plan of Merger (Platinum Technology Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to Company, subject to such exceptions as are specifically disclosed in writing in the disclosure letter and referencing a specific representation supplied by Parent to Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the "Parent Schedule"), except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Samples: Employment Agreement (Digital Insight Corp), Employment Agreement (Nfront Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubExcept, jointly and severallysubject to Section 11.05, represent and warrant to the Company that, except as set forth in the Parent Disclosure Schedule, each of Parent and Merger Sub represents and warrants to the Company, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Washington Dennis R), Agreement and Plan of Merger (Atlas Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth in the written disclosure schedule delivered by Parent Disclosure Schedule:to the Company (the "PARENT DISCLOSURE SCHEDULE"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aarow Environmental Group Inc), Agreement and Plan of Merger (Precis Smart Card Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, jointly and severally, Sub each represent and warrant to the Company that, except as set forth in Parent Disclosure ScheduleCompany:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Syneos Health, Inc.), Agreement and Plan of Merger (Inovalon Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company thatCompany, except as subject to the information set forth in the disclosure letter delivered by Parent Disclosure and Merger Sub to the Company dated as of the date hereof (the "Parent Schedule:"), as follows: ---------------
Appears in 2 contracts
Samples: Exhibit 1 (Peregrine Systems Inc), Agreement and Plan of Merger (Remedy Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dakota Growers Pasta Co Inc), Agreement and Plan of Merger (Wind River Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the disclosure schedule delivered to the Company on the date of this Agreement and signed by an executive officer of Parent (the "Parent Disclosure Schedule:"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Meridian Data Inc), Agreement and Plan of Merger and Reorganization (Quantum Corp /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except as set forth in the letter, dated as of the date of this Agreement, from Parent and Merger Sub to the Company (the “Parent Disclosure Schedule:Letter”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp), Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub hereby represent and warrant to the Company thatas follows, except as set forth in Parent on the Disclosure ScheduleSchedule attached as Exhibit C hereto:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth follows (subject to such exceptions as are disclosed in the Parent Disclosure Schedule:):
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Mitokor)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in Parent’s and Merger Sub’s disclosure schedule provided herewith (the “Parent Disclosure Schedule”), Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except and the APAR Holders as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections of the Parent Disclosure Schedule, Parent and Merger Sub, jointly and severally, Sub hereby represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company (the “Parent Disclosure Schedule”) simultaneously with the execution of this Agreement, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the corresponding section of the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company, subject only to exceptions disclosed in writing in the disclosure schedule supplied by Parent to the Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the "PARENT SCHEDULE"), except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronic Clearing House Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub each represent and warrant to the Company that, as follows in each case except as set forth in Parent the Disclosure ScheduleSchedules:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Frank's International N.V.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to Company, subject to such exceptions as are specifically disclosed in writing in the disclosure schedule and referencing a specific representation supplied by Parent to Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the "Parent Schedule"), except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulethe disclosure schedule delivered to the Company concurrently with this Agreement, which shall state with particularity the representation and warranty herein, including section reference, to which such disclosure relates:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medialink Worldwide Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in a disclosure schedule dated as of the date hereof delivered by Parent Disclosure Scheduleto the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bodycote Investments Vi Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub, jointly and severally, Sub hereby represent and warrant to the Company thatCompany, except as set forth in on the Parent Disclosure Schedule, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Silicon Graphics Inc /Ca/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company thatand the Holders as follows, except as set forth disclosed in the disclosure schedule accompanying this Agreement which is numbered to correspond to the section numbers in this Article 6 (the "Parent Disclosure Schedule:"):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company thatCompany, except as subject to the information set forth in the disclosure letter delivered by Parent Disclosure Scheduleand Merger Sub to the Company dated as of the date hereof (the "PARENT SCHEDULE"), as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Peregrine Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the letter, dated as of the date of this Agreement, from the Parent and Merger SubSub to the Company (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company and to each of the Company Shareholders that, except as set forth in the written disclosure schedule delivered by Parent to the Company (the “Parent Disclosure Schedule:”):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alliance Healthcard Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company thatCompany, except as set forth in the Parent Disclosure ScheduleLetter, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Midwest Holding Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company thatCompany, except as set forth in a disclosure schedule of Parent Disclosure Scheduleand Merger Sub delivered to the Company on the date of this Agreement, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Imperial Parking Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise set forth on the Disclosure Schedule, Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except and the Company Equityholders as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the Parent Disclosure Letter, Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding section or subsection of the Parent Disclosure Letter, Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mantech International Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise disclosed in the Parent disclosure schedule attached hereto (the "Parent Schedule"), Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Insight Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company thatand the Insider Shareholders, except as set forth in the disclosure schedule prepared by the Parent and delivered by the Parent to the Company on the date of this Agreement (the "Parent Disclosure Schedule") as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub, Sub jointly and severallyseverally represents and warrants to the Company, represent subject to the exceptions disclosed in the disclosure schedules provided by Parent and warrant Merger Sub to the Company that, except as set forth in concurrently with the execution of this Agreement (the “Parent Disclosure Schedule”), as follows as of the date of this Agreement and as of the Closing Date:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prudential Financial Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the disclosure schedule delivered to the Company on the date of this Agreement and signed by an executive officer of Parent Disclosure Schedule:(the "PARENT DISCLOSURE SCHEDULE"):
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Snap Appliances Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in the written disclosure schedule previously delivered or, to the extent set forth below, to be delivered, by Parent to the Company (the "Parent Disclosure Schedule:"):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company thatCompany, except subject to such exceptions as set forth are specifically disclosed in the Parent Disclosure ScheduleSchedule delivered herewith and dated as of the date hereof, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Magma Design Automation Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant warrant, subject to exceptions disclosed on the Parent Disclosure Schedule, to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Escrow Agreement (Ask Jeeves Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule, Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lj International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company, subject only to exceptions disclosed in writing in the disclosure schedule supplied by Parent to the Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the “Parent Schedule”), except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronic Clearing House Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. With respect to any Section of this ARTICLE V, except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (EnergySolutions, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in the disclosure schedule delivered to the Company on the date of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Jazz Technologies, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth on the Parent Disclosure Schedule, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except and Stockholders as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company (the "Parent Disclosure Schedule") simultaneously with the execution of this Agreement, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company thatCompany, that except as set forth in the disclosure schedule dated the date hereof and delivered by Parent and Merger Sub to the Company (the “Parent Disclosure Schedule:”):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the disclosure schedule prepared by Parent in accordance with the requirements of Section 10.13 and that has been delivered by Parent to the Company on the date of this Agreement (the "Parent Disclosure Schedule:"):
Appears in 1 contract
Samples: Affiliate Agreement (Artecon Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company, as qualified by the disclosure schedule delivered by Parent to the Company that, except as set forth in concurrently herewith (the “ Parent Disclosure ScheduleSchedule ”) as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (EQM Technologies & Energy, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth on the Parent Disclosure Schedule, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except and Principal Stockholders as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the corresponding section of the Disclosure Schedule delivered by Parent and Merger Sub to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Reebok International LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company thatas follows, except as set forth in the Parent Disclosure Schedule:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule:"):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub, jointly Sub hereby represents and severally, represent and warrant warrants to the Company that, except as set forth in the written disclosure schedule delivered by Parent to the Company (the "Parent Disclosure Schedule:"):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Standard Funding Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub, jointly and severally, Sub represent and warrant jointly and severally to the Company that, except as set forth in with respect to a specifically identified representation and warranty on the Disclosure Schedule delivered by Parent to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule:"): --------------------------
Appears in 1 contract
Samples: Agreement and Plan of Merger (Physicians Health Services Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub, Sub jointly and severally, represent severally represents and warrant warrants to the Company thatCompany, except as set forth in the written disclosure schedules delivered by Parent Disclosure Scheduleto the Company concurrently with the execution of this Agreement (the "Parent Schedules"), as follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Appliedtheory Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in the disclosure letter supplied by Parent to the Company that, except (the "Parent Schedules") and dated as set forth in Parent Disclosure Schedule:of the date hereof as follows: 21
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the disclosure schedule that has been prepared by Parent Disclosure Schedule:in accordance with the requirements of
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the corresponding section of the Company Disclosure Schedule, Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spark Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in the disclosure schedule attached hereto (the "Parent Disclosure Schedule:"):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. The Parent and Merger Sub, Sub hereby jointly and severally, severally warrant and represent to and warrant to covenant with the Company thatand the Shareholders, except as set forth in the Parent Disclosure Schedule, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Capital Management Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth on the Parent Disclosure Schedule, each of Parent and Merger Sub, jointly Sub represents and severally, represent and warrant warrants to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Merit Behavioral Care Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in Schedule A of the Company Disclosure Letter, Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Qualtrics International Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in a disclosure schedule of Parent and Merger Sub delivered to the Company on the date of this Agreement, Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
