Common use of Reflected On or Set Forth In Clause in Contracts

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 18 contracts

Samples: Equity Interest Purchase Agreement (Tetra Technologies Inc), Purchase and Sale Agreement (Iron Mountain Inc), Purchase Agreement (Oneok Inc /New/)

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Reflected On or Set Forth In. An item arising with respect to a specific representation representation, warranty, covenant or warranty agreement shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statementsthe Company Financial Statements included in the Company Reports, to the extent any such phrase appears in such representation or representation, warranty, covenant or agreement if (ai) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that statement reasonably related to the subject matter of such representation, representation or (bii) such item and the amount thereof is otherwise specifically set forth reasonably identified on the such balance sheet or financial statements statement (or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto).

Appears in 9 contracts

Samples: Agreement and Plan of Merger (Mikros Systems Corp), Agreement and Plan of Merger (TransDigm Group INC), Agreement and Plan of Merger (RPX Corp)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (bB) such item is otherwise specifically set forth on the balance sheet or financial statements or (cC) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (BakerCorp International, Inc.), Agreement and Plan of Merger (United Rentals North America Inc), Agreement and Plan of Merger (Levy Acquisition Corp)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (ai) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (bii) such item is otherwise specifically set forth on the balance sheet or financial statements or (ciii) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Novelis Inc.), Agreement and Plan of Merger (Aleris Corp), Agreement and Plan of Merger (Novelis Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (bB) such item is otherwise specifically set forth on the balance sheet or financial statements statements, or (cC) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Circor International Inc), Securities Purchase Agreement (Circor International Inc), Asset Purchase Agreement (Circor International Inc)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statementsstatements or information, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements or information that related relate to the subject matter of such representation, (bB) such item is otherwise specifically set forth on the balance sheet or financial statements or information or (cC) such item is reflected on the balance sheet or financial statements or information and is specifically set forth in the notes thereto.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Ruths Hospitality Group, Inc.), Asset Purchase Agreement (ATRM Holdings, Inc.), Asset Purchase Agreement (Id Systems Inc)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (ai) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (bii) such item is otherwise specifically set forth on the balance sheet or financial statements statements, or (ciii) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Mediaco Holding Inc.), Equity Purchase Agreement (Mediaco Holding Inc.), Agreement and Plan of Merger (NV5 Global, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or other financial statementsstatement, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or other financial statements statement that related to the subject matter of such representationrepresentation that is clearly apparent, (b) such item is otherwise specifically set forth on the balance sheet or other financial statements statement or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statementsstatement, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements statement that related relates to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements statement or (c) such item is reflected on set forth in the notes to the balance sheet or financial statements and is specifically set forth in the notes theretostatement.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Ebix Inc), Asset Purchase Agreement (Casa Systems Inc), Asset Purchase Agreement (Ebix Inc)

Reflected On or Set Forth In. An item arising with respect to a specific representation representation, or warranty or other provision of this Agreement shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warrantyprovision, if (a) there is a reserve, accrual or other similar item underlying a number on such referenced balance sheet or financial statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the referenced balance sheet or financial statements or (c) such item is reflected on the referenced balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (AppTech Payments Corp.), Asset Purchase Agreement (Aditxt, Inc.), Agreement and Plan of Merger (Alarm.com Holdings, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) to the extent there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, representation or (bB) if such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes theretostatements.

Appears in 3 contracts

Samples: Investment Agreement (Bright Health Group Inc.), Investment Agreement (GoHealth, Inc.), Investment Agreement (Bright Health Group Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statementsFinancial Statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements Financial Statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements Financial Statements or (c) such item is reflected on the balance sheet or financial statements Financial Statements and is specifically set forth in the notes thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Battle Mountain Gold Exploration Corp.), And Restated Agreement and Plan of Merger (Royal Gold Inc), Amended and Restated Agreement and Plan of Merger (Battle Mountain Gold Exploration Corp.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be "reflected on" or "set forth in" a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 3 contracts

Samples: Termination and Release Agreement (Activant Solutions Inc /De/), Agreement and Plan of Merger (Monsanto Co /New/), Purchase Agreement (International Wire Group Inc)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, or (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Choice Hotels International Inc /De), Securities Purchase Agreement (Martin Marietta Materials Inc)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that specifically identifies the applicable amount related to to, and the subject matter of of, such representation, or (bB) such item and the amount thereof is otherwise specifically set forth identified on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes theretostatements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Netshoes (Cayman) Ltd.), Agreement and Plan of Merger (ClubCorp Holdings, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statementsCompany Financial Statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements Company Financial Statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements Company Financial Statements or (c) such item is reflected on the balance sheet or financial statements Company Financial Statements and is specifically set forth in the notes thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Quovadx Inc), Agreement and Plan of Merger (Quovadx Inc)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a specific reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related relates to the subject matter of such representation, (b) such item is otherwise specifically set forth on the such balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes theretoto such financial statements.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Casa Systems Inc), Asset Purchase Agreement (Casa Systems Inc)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (ai) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representationrepresentation and such item and underlying number are specifically set forth on the Company Disclosure Schedules, (bii) such item is otherwise specifically set forth on the balance sheet or financial statements or (ciii) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Michael Foods Group, Inc.), Agreement and Plan of Merger (Post Holdings, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, or (b) such item is otherwise specifically and correctly set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth including in the notes thereto).

Appears in 1 contract

Samples: Asset Purchase Agreement (Strategic Diagnostics Inc/De/)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (bB) such item is otherwise specifically set forth on the balance sheet or financial statements or (cC) such item is reflected on the balance sheet or financial statements and is specifically set forth mentioned in the notes thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MasterBrand, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) there is a specific reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that specifically related to the subject matter of such representation, representation or (bB) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes theretostatements.

Appears in 1 contract

Samples: Stock Purchase Agreement (Envision Healthcare Corp)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that is specifically related to the subject matter of such representationitem, (bB) such item is otherwise specifically set forth on the balance sheet or financial statements statements, or (cC) such item is reflected on the balance sheet or financial statements and is specifically set forth expressly described in the notes thereto.

Appears in 1 contract

Samples: Purchase Agreement (PGT Innovations, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related specifically to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase (or phrase of similar import) appears in such representation or warranty, if (a) there is a an identifiable reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dynegy Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation representation, warranty or warranty other provision of this Agreement shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warrantyprovision, if (aA) there is a reserve, accrual or other similar item underlying a number on such referenced balance sheet or financial statements that related to the subject matter of such representation, ; (bB) such item is otherwise specifically set forth on the referenced balance sheet or financial statements statements; or (cC) such item is reflected on the referenced balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (BBQ Holdings, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (ai) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (bii) such item is otherwise specifically set forth on the balance sheet or financial statements statements, or (ciii) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.. 77

Appears in 1 contract

Samples: Stock Purchase Agreement (Inpixon)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth (which shall include disclosure in the notes thereto).

Appears in 1 contract

Samples: Asset Purchase Agreement (Costa Inc)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (b) such item is otherwise specifically and correctly set forth on the balance sheet or financial statements statements, or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Strategic Diagnostics Inc/De/)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, or (b) such item is otherwise specifically and correctly set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes theretostatements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Strategic Diagnostics Inc/De/)

Reflected On or Set Forth In. An item arising with respect to a specific representation representation, or warranty or other provision of this Agreement shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, statements to the extent any such phrase appears in such representation or warrantyprovision, if (a) there is a reserve, accrual or other similar item underlying a number on such referenced balance sheet or financial statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the referenced balance sheet or financial statements or (c) such item is reflected on the referenced balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Yuenglings Ice Cream Corp)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (bA) such item is otherwise specifically set forth on the balance sheet or financial statements statements, or (cB) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sangoma Technologies Corp)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the specific subject matter of such representation, (bB) such item is otherwise specifically set forth on the balance sheet or financial statements statements, or (cC) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.. US-DOCS\102662145.20

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cimpress N.V.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (ai) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representationrepresentation and such item and underlying number is set forth on the Disclosure Schedule hereto, (bii) such item is otherwise specifically set forth on the balance sheet or financial statements or (ciii) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (RiskMetrics Group Inc)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be "reflected on" or "set forth in" a balance sheet or financial statements, statements to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related relate to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (LGL Group Inc)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet sheet, market statement or financial statements, to the extent any such phrase appears in such representation or warranty, if (ai) there is a reserve, accrual or other similar item underlying a number on such balance sheet sheet, market statement or financial statements that related to the subject matter of such representation, (bii) such item is otherwise specifically set forth on the balance sheet sheet, market statement or financial statements statements, or (ciii) such item is reflected on the balance sheet sheet, market statement or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Equity Purchase Agreement (Lamar Media Corp/De)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related relates to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (Post Holdings, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or other financial statementsstatement, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or other financial statements statement that is specifically related to the subject matter of such representationitem, (bB) such item is otherwise specifically set forth on the balance sheet or other financial statements statement, or (cC) such item is reflected on the balance sheet or financial statements and is specifically set forth expressly described in the notes thereto.

Appears in 1 contract

Samples: Purchase Agreement (PGT Innovations, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statementsstatements delivered to Purchaser, to the extent any such phrase appears in such representation or warranty, if (a) to the extent there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representationrepresentation and which is disclosed thereon, as to amount and purpose, (b) if such item is otherwise specifically set forth on the balance sheet or financial statements or (c) if such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Global Crossing LTD)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if to the extent (aA) there is a specific, identifiable and quantified reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the extent it relates to the subject matter of such representationrepresentation or warranty, (bB) such item is otherwise specifically set forth as an amount on the balance sheet or financial statements or (cC) such item is reflected on the balance sheet or financial statements as a specific amount and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Murphy USA Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (ai) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to specifically addresses the subject matter of such representationrepresentation at issue, (bii) such item is otherwise specifically set forth on the balance sheet or financial statements statements, or (ciii) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kbr, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representationrepresentation and such reserve, accrual or other similar item is identified in the notes to such balance sheet or financial statement as so relating, (b) such item is otherwise specifically set forth on identified in the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes theretothereto as being so reflected.

Appears in 1 contract

Samples: Equity and Asset Purchase Agreement (Caleres Inc)

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Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that is reasonably related to the subject matter of such representation, representation or warranty or (bB) such item is otherwise specifically set forth or reasonably identified on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes theretostatements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intercontinental Exchange, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (ai) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related relate to the subject matter of such representation, (bii) such item is otherwise specifically set forth on the balance sheet or financial statements statements, or (ciii) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Equity Purchase Agreement (Guardion Health Sciences, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be reflected onon ” or set forth inin ” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Transfer and Contribution Agreement

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, statements or information to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements or information that related relate to the subject matter of such representation, (bB) such item is otherwise specifically set forth on the balance sheet or financial statements or information or (cC) such item is reflected on the balance sheet or financial statements or information and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Remark Media, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, or (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Securities Purchase Agreement

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or other financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or other financial statements that expressly related to the subject matter of such representation, (bB) such item is otherwise specifically set forth on the balance sheet or other financial statements statements, or (cC) such item is reflected on the balance sheet or other financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Unit Purchase Agreement (MultiPlan Corp)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a specifically identified reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related relating to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mattel Inc /De/)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, representation or (bB) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes theretostatements.

Appears in 1 contract

Samples: Purchase Agreement and Agreement and Plan of Merger (Amsurg Corp)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (bA) such item is otherwise specifically set forth on the balance sheet or financial statements or (cB) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TopBuild Corp)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if if: (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related is attributed to the subject matter of such representation, item; or (b) such item is otherwise specifically set forth on the balance sheet or financial statements statements, or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (Veeco Instruments Inc)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that is specifically related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (HealthMarkets, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representationrepresentation and such item and underlying amount are specifically set forth on the balance sheet or financial statements or the Disclosure Schedules hereto, (bB) such item is otherwise specifically set forth on the balance sheet or financial statements or (cC) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Interline Brands, Inc./De)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying for such item that underlies, and is reasonably ascertainable from, a number on such balance sheet or financial statements that related to the subject matter of such representationstatements, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto, in all cases in accordance with GAAP.

Appears in 1 contract

Samples: Stock Purchase Agreement (Monsanto Co /New/)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that is related to the subject matter of such representation, (bB) such item is otherwise specifically set forth on the balance sheet or financial statements or (cC) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Purchase Agreement (Hormel Foods Corp /De/)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that specifically identifies the applicable amount related to to, and the subject matter of of, such representation, representation or (bB) such item and the amount thereof is otherwise specifically set forth identified on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes theretostatements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (ai) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representationrepresentation and such item and underlying number are specifically set forth on the Disclosure Schedules hereto, (bii) such item is otherwise specifically set forth on the balance sheet or financial statements or (ciii) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Michael Foods Inc/New)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if if: (a) there is a separately identified reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, ; (b) such item is otherwise separately identified and specifically set forth on the balance sheet or financial statements statements; or (c) such item is separately identified and reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Spark Energy, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related clearly from the face of such statement relates to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected included in the determination of a number on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (RDA Holding Co.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related relate to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Wabash National Corp /De)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (cb) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lin Television Corp)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statementsFinancial Statements, to the extent any such phrase appears in such representation or warranty, 58 if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements Financial Statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements Financial Statements or (c) such item is reflected on the balance sheet or financial statements Financial Statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Royal Gold Inc)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statementsstatement, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual accrual, or other similar item underlying a number on such balance sheet or financial statements statement that related relates to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements statement or (c) such item is reflected on set forth in the notes to the balance sheet or financial statements and is specifically set forth in the notes theretostatement.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Bakkt Holdings, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (ai) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, representation or (bii) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Verint Systems Inc)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item set forth on and underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Susser Holdings CORP)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representationrepresentation or warranty, (bB) such item is otherwise specifically set forth on the balance sheet or financial statements or (cC) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Omnibus Transaction Agreement (Visant Corp)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if if: (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related relates to the subject matter of such representation, ; (bB) such item is otherwise specifically set forth on the balance sheet or financial statements statements; or (cC) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Purchase Agreement (B&G Foods, Inc.)

Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (aA) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representationrepresentation or warranty, (bB) such item is otherwise specifically set forth on the balance sheet or financial statements or (cC) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Crown Castle International Corp)

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