REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, as of the date hereof and as of the Closing Date, as follows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Bionano Genomics, Inc.), Agreement and Plan of Merger (LIVE VENTURES Inc), Agreement and Plan of Merger (Volcano Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, as of the date hereof and as of the Closing Datehereof, as follows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Medicines Co /De), Agreement and Plan of Merger and Reorganization (AIT Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (AIT Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company, as of the date hereof and as of the Closing Date, as follows:
Appears in 5 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 Sub, jointly and severally, represent and warrant to the Company, as of Company on the date hereof and as of the Closing Date, this Agreement as follows:
Appears in 5 contracts
Samples: Iv Acquisition Agreement (Fargo Electronics Inc), Iv Acquisition Agreement (Zebra Technologies Corp/De), Iv Acquisition Agreement (Fargo Electronics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Company, as of the date hereof and as of the Closing DateClosing, as follows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Veeco Instruments Inc), Agreement and Plan of Merger (Veeco Instruments Inc), Agreement and Plan of Merger (Sourcefire Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, Date as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Cifc LLC), Agreement and Plan of Merger (AOL Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company, as of Company that on the date hereof and as of the Closing DateEffective Time, as though made at the Effective Time, as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Mediscience Technology Corp), Agreement of Merger (Inferx Corp), Agreement and Plan of Reorganization (Inferx Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bankrate, Inc.), Agreement and Plan of Merger (Captaris Inc), Agreement and Plan of Merger (Open Text Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the CompanyCompany as follows, as of the date hereof Agreement Date and as of the Closing Date, as follows:
Appears in 3 contracts
Samples: Voting Agreement (Endologix Inc /De/), Agreement and Plan (Applied Micro Circuits Corp), Agreement and Plan (Applied Micro Circuits Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, as of Company on the date hereof and as of the Closing Datehereof, as followsthat:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Revolution Lighting Technologies, Inc.), Agreement and Plan of Merger (NextWave Wireless LLC), Agreement and Plan of Merger (NextWave Wireless Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, as As of the date hereof and as of the Closing Date, Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Goto Com Inc), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Goto Com Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, Company as follows as of the date hereof of this Agreement and as of the Closing Date, as followsexcept where another date is specified:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Autonomy Corp PLC), Agreement and Plan of Merger (Virage Inc), Agreement and Plan of Merger (Virage 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 of the date hereof and (or, if applicable, such other date as of the Closing Date, is specified in this Article IV) as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Westlake Chemical Corp), Agreement and Plan of Merger (Axiall Corp/De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As a material inducement to the Company and the Members to enter into this Agreement, and to consummate the Transactions, Parent and Merger Sub each represent and warrant to the Company, Members as of the date hereof and as of the Closing Date, as follows:
Appears in 2 contracts
Samples: Amended Agreement and Plan of Merger (Pretoria Resources Two, Inc), Agreement and Plan of Merger (Pretoria Resources Two, Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company, as of Company on the date hereof and as of the Closing Date, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Universal Health Services Inc), Agreement and Plan of Merger (Wesco International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company, as of Company that on the date hereof and as of the Closing Date, Effective Time as though made at the Effective Time as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Atrix Laboratories Inc), Agreement and Plan of Reorganization (Hi/Fn Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company, as of the date hereof and as of the Closing Date, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Docusign Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, Date as though such representations and warranties were made on and as of the Closing Date as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novatel Wireless Inc), Agreement and Plan of Merger (Accelrys, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the CompanyCompany that, as of the date hereof of this Agreement and as of the Closing Date, as followsexcept where another date is specified:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Emc Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As of the date hereof and as of the Closing Date, Parent and Merger Sub represent and warrant to the Company, as of the date hereof and as of the Closing Date, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Andover Net Inc), Agreement and Plan of Reorganization (Va Linux Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, Company that as of the date hereof of this Agreement and as of the Closing Date, as followsexcept where another date is specified:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Captiva Software Corp), Agreement and Plan of Merger (Emc Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SCF Iii Lp), Agreement and Plan of Merger (Tuboscope Vetco International Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company, as of the date hereof and as of the Closing Date as though made at the Closing Date, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Sun Microsystems Inc), Agreement and Plan of Merger (Cobalt Networks Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company, Company as of the date hereof of this Agreement and as of the Closing Date, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Roadrunner Transportation Systems, Inc.), Agreement and Plan of Merger (LKQ Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company, as of the date hereof and as of the Closing DateClosing, as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BIO-TECHNE Corp), Agreement and Plan of Merger (Techne Corp /Mn/)
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 of the date hereof of this Agreement and on the Effective Date (except as of the Closing Dateotherwise provided herein), as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grant Ventures Inc), Agreement and Plan of Merger (Grant Ventures Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company, as of on the date hereof and as of the Closing DateEffective Time, as though made at the Effective Time, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Logitech International Sa), Agreement and Plan of Merger (Actividentity Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to the CompanyCompany that, as of on the date hereof and as of the Closing DateEffective Time, as though made at the Effective Time, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Align Technology Inc), Agreement and Plan of Merger (Solta Medical Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, Date as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Manchester Technologies Inc), Agreement and Plan of Merger (Electrograph Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Company, Company as of the date hereof and as of the Closing Date, as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Renex Corp), Agreement and Plan of Merger (Renex Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, Date as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.), Agreement and Plan of Merger (Summa Industries/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, as As of the date hereof and as of the Closing Date, Parent represents and warrants to the Company as follows:
Appears in 2 contracts
Samples: Non Competition Agreement (Cypress Semiconductor Corp /De/), Voting Agreement (Cypress Semiconductor Corp /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent hereby represents and warrant warrants, on a joint and several basis, to the Company, as of the date hereof and as of the Closing Date, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Emergent BioSolutions Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the CompanyCompany as follows, as of the date hereof and as the Closing, to and for the benefit of the Closing Date, as followsCompany and the holders of Company capital stock entitled to receive Merger Consideration pursuant to Section 3.1:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (NightHawk Radiology Holdings Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, Company as of the date hereof and as of the Closing Date(or, as to those representations and warranties that address matters only as of the date hereof or as of particular date, as of such date) as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (COMMERCIAL METALS Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Companywarrant, as of the date hereof and as of the Closing Date, to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Company, Company as of the date hereof of this Agreement and as of the Closing Date, Date as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, as of Company on the date hereof and as of the Closing Date, as followsthat:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Universal American Financial Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, as follows:
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, Company as of the date hereof and as of the Closing Date, Effective Time as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Arnold Palmer Golf Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Citrix Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, Company as of the date hereof Agreement Date and as of the Closing Date, Date as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, Company that as of the date hereof of this Agreement and as of the Closing Date, except as followsset forth in the disclosure schedules delivered to the Company by Parent on the date hereof:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ak Steel Holding Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to Camworks and the Company, Shareholders as of the date hereof hereof, and as of the Closing Date, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company, Company and the Stockholders as of the date hereof and as of the Closing Date, as follows:
Appears in 1 contract
Samples: Exchange and Rollover Agreement (NationsHealth, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise disclosed to the Company in the Parent Disclosure Letter, Parent and Merger Sub jointly and severally represent and warrant to the Company, as of on the date hereof and as of the Closing DateClosing, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, hereby represent and warrant to the Company, Company Parties as of the date hereof and as of the Closing Date, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eagle Hospitality Properties Trust, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the CompanyCompany and the Principal Stockholders, as of the date hereof and as of the Closing Date, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company, Company as of the date hereof Agreement Date and as of the Closing Date, Date as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Invitae Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent Sub, joint and warrant severally, hereby represents and warrants to the CompanyCompany that, as of on the date hereof and as of the Closing Date, as though made on the Closing Date, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Omniture, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company, Company as of the date hereof Agreement Date and as of the Closing Date, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the CompanyCompany as follows, as of the date hereof and as of the Closing Date, as followshereof:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Clarient, Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company, Company as of the date hereof and as of the Closing DateDate (except as to matters that speak as of a certain date, in which case only as follows:of such date) as hereafter set forth in this Article V.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sun Life Financial Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, as followsthat:
Appears in 1 contract
Samples: The Agreement and Plan of Merger (Baring Asia Private Equity Fund v Co-Investment L.P.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, Date as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Roper Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to each of the CompanyCompany as follows, which representations and warranties are, as of the date hereof hereof, and will be, as of the Closing Date, as followstrue and correct:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ticketmaster Online Citysearch Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company, as of Company that on the date hereof and as of the Closing DateEffective Time, as though made at the Effective Time, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. The Parent and the Merger Sub represent and warrant to the Company, Company that as of the date hereof of this Agreement and as of the Closing Date, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ritchie Bros Auctioneers Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harris Stratex Networks, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, as of the date hereof and Company as of the Closing Date, Date as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Usa Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, Date as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Netscout Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally, represent and warrant to the Company, Company as of the date hereof and and, at Closing, as of the Closing DateDate (except for any representation or warranty that is expressly made as of a specified date, in which case Parent and Merger Sub hereby represent and warrant to the Company as of such specified date), as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anika Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company, as of on the date hereof and as of the Closing DateDate (other than the representations and warranties which are as of a specified date, which speak only as of such date) as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to the Company, as of Company and each Noteholder on the date hereof and as of the Closing Date, as followsthat:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Revolution Lighting Technologies, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, Company as of the date hereof of this Agreement and as of the Closing Date, Date as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company, as of the date hereof of this Agreement and as of the Closing DateDate (except for those representations and warranties made as of a specific date), as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Par Petroleum Corp/Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company, as of the date hereof and as of the Closing DateClosing, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vir Biotechnology, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant Subject to the CompanySection 1.02(l), as of the date hereof and as of the Closing Date, as followsParent and Merger Sub hereby represent and warrant to the Company that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub (each solely with respect to itself) hereby, jointly and severally, represent and warrant to the Company, Company as of the date hereof of this Agreement and as of the Closing DateClosing, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Abm Industries Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Company, as of Company on the date hereof and as of the Closing DateEffective Time, as though made at the Effective Time, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the Parent SEC Reports prior to the date of this Agreement, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company, as of the date hereof Original Effective Date and as of the Closing Date, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Babylon Holdings LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, as of on the date hereof and as of the Closing Date, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, as of the date hereof and as of the Closing DateClosing, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company, as of Company that on the date hereof and as of the Closing Date, Effective Time as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, Date as follows:.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, as As of the date hereof and as of the Closing Date, Parent and Merger Sub jointly and severally represent and warrant to the Company, as follows:
Appears in 1 contract
Samples: 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, Company as of the date hereof and as of the Closing Date, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Neurobiological Technologies Inc /Ca/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, Company and the Representative as of the date hereof and as of the Closing Date, Date as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to Fusion and the Company, Shareholders as of the date hereof hereof, and as of the Closing Date, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company, Seller as of the date hereof of this Agreement and as of the Closing Date, Date as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (FinTech Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. In order to induce the Company and the Company Members to enter into this Agreement and to consummate the transactions contemplated hereby, Parent and Merger Sub Sub, severally and jointly with each other, hereby represent and warrant to the Company, as of the date hereof and as of the Closing Date, Date as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Home Solutions of America Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company, Company and the Principal Shareholders as of the date hereof and as of the Closing Date, Date as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. The Parent and Merger Sub hereby jointly and severally represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, as of Company on the date hereof and as of the Closing Date, as followsEffective Time:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sirenza Microdevices Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As of February 2, 2000 and as of the Closing Date, Parent and Merger Sub represent and warrant to the Company, as of the date hereof and as of the Closing Date, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company, Company as of the date hereof Agreement Date and as of the Closing Date, as follows:
Appears in 1 contract
Samples: Option Cancellation Agreement (Constant Contact, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the CompanyCompany as follows, which representations and warranties are, as of the date hereof hereof, and will be, as of the Closing Date, as followstrue and correct:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Company, as of Company and the date hereof and Stockholders as of the Closing Date, Date as follows:
Appears in 1 contract
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 as of the date hereof of this Agreement and as of the Closing Date, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company, Company as of the date hereof and as of the Closing Date, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to each of the CompanyCompany and the Shareholders as follows, which representations and warranties are, as of the date hereof hereof, and will be, as of the Closing Date, as followstrue and correct:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ticketmaster Online Citysearch 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, Company and the Securityholders’ Representative as of the date hereof and as of the Closing Date, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Company, Company as of the date hereof Agreement Date, and as of the Closing Date, as follows:, subject in each case to such exceptions as are specifically contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cytyc Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the CompanyCompany as follows, as of the date hereof and as of the Closing Date, as followsClosing:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Victory Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby jointly and warrant to the Company, severally represents and warrants as of the date hereof to the Company and as of the Closing Date, Shareholders as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Graham Field Health Products Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As of the date hereof, except as specifically set forth in Parent’s and Merger Sub’s disclosure schedules under this ARTICLE V delivered to the Company upon execution of this Agreement, Parent and Merger Sub represent hereby represents and warrant warrants to the Company, Company and Stockholder as of the date hereof and as of the Closing Date, Date as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advent Software Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company, as of Company that on the date hereof and as of the Closing Date, as though made on the Closing Date and as of the Effective Time, as follows:
Appears in 1 contract
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 of the date hereof and as of the Closing Date, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (DealerTrack Holdings, Inc.)
