Representations and Compliance. The representations of Parent and Merger Sub contained in this Agreement were accurate as of the date of this Agreement and are accurate as of the Effective Time, in all respects (in the case of any representation containing any materiality qualification) or in all material respects (in the case of any representation without any materiality qualification), except for representations and warranties made as of a specific date, which shall be accurate as of such date. Parent and Merger Sub, respectively, shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by them hereunder at or prior to the Effective Date.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Oneida Resources Corp.), Agreement and Plan of Merger (W. S. Industries, Inc.), Agreement and Plan of Merger (Innovative Acquisitions Corp)
Representations and Compliance. The representations of Parent and Merger Sub contained in this Agreement were accurate as of the date of this Agreement and are accurate as of the Effective Time, in all respects (in the case of any representation containing any materiality qualification) or in all material respects (in the case of any representation without any materiality qualification), except for representations and warranties made as of a specific date, which shall be accurate as of such date. Parent and Merger Sub, respectively, shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by them hereunder at or prior to the Effective Closing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Znomics, Inc.), Agreement and Plan of Merger (Bering Growth CORP)
Representations and Compliance. The representations of Parent Parent, Merger Sub I and Merger Sub II contained in this Agreement were are accurate as of the date of this Agreement and are will be accurate as of the Effective Time, in all respects (in the case of any representation containing any materiality qualification) or in all material respects (in the case of any representation without any materiality qualification), except for representations and warranties made as of a specific date, which shall be accurate as of such date. Parent Parent, Merger Sub I and Merger SubSub II, respectively, shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by them hereunder at or prior to the Effective Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Neah Power Systems, Inc.)
Representations and Compliance. The representations of Parent Nuvel and Merger Sub contained in this Agreement were accurate as of the date of this Agreement and are accurate as of the Effective Time, in all respects (in the case of any representation containing any materiality qualification) or in all material respects (in the case of any representation without any materiality qualification), except for representations and warranties made as of a specific date, which shall be accurate as of such date. Parent Nuvel and Merger Sub, respectively, shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by them hereunder at or prior to the Effective Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuvel Holdings, Inc.)
