AND MERGER SUB Sample Clauses

AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company, as follows:
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AND MERGER SUB. Except (i) as set forth in the disclosure letter (the “Buyer Disclosure Letter”) delivered to the Company by Buyer concurrently with entering into this Agreement (it being understood that any information set forth in one section or subsection of the Buyer Disclosure Letter shall be deemed to apply to and qualify the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to which the relevance of such disclosure is readily apparent on its face) or (ii) as disclosed in the Buyer SEC Reports (as defined herein) filed prior to the date of this Agreement (other than any forward-looking disclosures set forth in any risk factor section, any disclosures in any section relating to forward-looking statements and any other similar disclosures included therein to the extent they are primarily predictive or forward-looking in nature), Buyer hereby represents and warrants to the Company that:
AND MERGER SUB. Except as set forth in Merger Sub’s disclosure schedule provided herewith (the “Merger Sub Disclosure Schedule”) or in Health Benefits’ disclosure schedule provided herewith (the “Health Benefits Disclosure Schedule”), Merger Sub and Health Benefits, as the case may be, hereby represent and warrant to ISG and Spinner as follows:
AND MERGER SUB. Except as set forth on the Parent disclosure schedule attached hereto as Exhibit G, which shall be delivered by the Parent to the Company concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), the Parent, Merger Sub 1 and Merger Sub 2 hereby make the following representations and warranties contained in this Article 3 to the Company as of the date hereof and as of the Closing Date. The Parent Disclosure Schedule is arranged and numbered to correspond to the numbered and lettered paragraphs contained in this Article 3. Unless otherwise specified herein, disclosure made in any particular Section of the Parent Disclosure Schedule shall be deemed made in any other Section or Sections of the Parent Disclosure Schedule to which the relevance of such disclosure is readily apparent from the text of such disclosure.
AND MERGER SUB. Each of Parent and Merger Sub represents and warrants to the Company that the statements contained in this Article 3 are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).
AND MERGER SUB. All rights of creditors and obligees and all liens on property of PBI and Merger Sub shall be preserved and unimpaired.
AND MERGER SUB. 2 Except as set forth in the corresponding sections or subsections of a disclosure letter delivered to JPI prior to the execution of this Agreement (the “BGCP Disclosure Letter”) (it being agreed that disclosure of any item in any Section or Subsection of the BGCP Disclosure Letter shall be deemed disclosure with respect to any other Section or Subsection to which the relevance of such item is reasonably apparent on the face of such disclosure) BGCP, Merger Sub 1 and Merger Sub 2 jointly and severally represent and warrant to JPI, New JPI and the Signing Stockholders as follows:
AND MERGER SUB. Each of the Buyer and Merger Sub represents and warrants to the Company as follows:
AND MERGER SUB. Except as set forth in the Company Disclosure Schedules (each of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein, and the information set forth in one section of the Company Disclosure Schedules shall be deemed to apply to all other sections or subsections thereof to the extent that the applicability of such information to such other sections or subsections is reasonably apparent on its face), each of Holdco and Merger Sub represents and warrants to the Shareholders and VIH, as of the date hereof and as of the Closing, as follows:
AND MERGER SUB. Except as disclosed in the Parent SEC Documents filed or furnished since January 1, 2009 and on or prior to the date hereof (excluding any risk factor disclosure and disclosure of risks included in any “forward-looking statements” disclaimer or other statements included in such Parent SEC Documents to the extent that they are predictive, forward-looking or primarily cautionary in nature, in each case, other than any specific factual information contained therein, and excluding any supplement, modification or amendment thereto made after the date hereof), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows: