REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:
Appears in 98 contracts
Sources: Merger Agreement (Synchronoss Technologies Inc), Merger Agreement (Emeren Group LTD), Merger Agreement (Dada Nexus LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebySub, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 72 contracts
Sources: Agreement and Plan of Merger (Gambling.com Group LTD), Merger Agreement (Pactiv Evergreen Inc.), Merger Agreement (Aaron's Company, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebySub, jointly and severally, represent and warrant to the Company that:
Appears in 71 contracts
Sources: Merger Agreement (Crinetics Pharmaceuticals, Inc.), Agreement and Plan of Merger (Day One Biopharmaceuticals, Inc.), Merger Agreement (Metsera, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:
Appears in 67 contracts
Sources: Merger Agreement (Bright Scholar Education Holdings LTD), Merger Agreement (Ruhnn Holding LTD), Merger Agreement (Highpower International, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatCompany:
Appears in 54 contracts
Sources: Merger Agreement (Alexander & Baldwin, Inc.), Merger Agreement (Dayforce, Inc.), Merger Agreement (Verizon Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company that:
Appears in 50 contracts
Sources: Merger Agreement (Open Lending Corp), Merger Agreement (2seventy Bio, Inc.), Merger Agreement (Avangrid, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 46 contracts
Sources: Merger Agreement (Landsea Homes Corp), Merger Agreement (LENSAR, Inc.), Merger Agreement (Asensus Surgical, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company that:
Appears in 41 contracts
Sources: Merger Agreement (Marinemax Inc), Merger Agreement (Talkspace, Inc.), Agreement and Plan of Merger (Paragon 28, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:
Appears in 39 contracts
Sources: Merger Agreement (MeridianLink, Inc.), Merger Agreement (Brightcove Inc), Merger Agreement (Tzuo Tien)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, each hereby represent and warrant to the Company that:
Appears in 38 contracts
Sources: Merger Agreement (Varex Imaging Corp), Merger Agreement (Guess Inc), Merger Agreement (GMS Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly hereby represents and severally, represent and warrant warrants to the Company thatas follows:
Appears in 31 contracts
Sources: Merger Agreement (United Homes Group, Inc.), Merger Agreement (Parker-Hannifin Corp), Merger Agreement (Timber Pharmaceuticals, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebySub, jointly and severally, represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 20 contracts
Sources: Merger Agreement (Edison Oncology Holding Corp), Merger Agreement (Phoenix Plus Corp.), Merger Agreement (Edison Oncology Holding Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebySub, jointly and severally, hereby represent and warrant to the Company thatas follows:
Appears in 12 contracts
Sources: Merger Agreement (Starrett L S Co), Merger Agreement (Starrett L S Co), Merger Agreement (Evolving Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly represents and severally, represent and warrant warrants to the Company thatas follows:
Appears in 11 contracts
Sources: Merger Agreement (89bio, Inc.), Merger Agreement (Senti Biosciences Holdings, Inc.), Merger Agreement (Rivulet Media, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company thatCompany, as follows:
Appears in 9 contracts
Sources: Merger Agreement (Powerschool Holdings, Inc.), Merger Agreement (Sybase Inc), Merger Agreement (Extended Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub herebySub, jointly and severally, represent hereby represents and warrant warrants to the Company thatas follows:
Appears in 9 contracts
Sources: Agreement and Plan of Merger (Zhongpin Inc.), Merger Agreement (Zhongpin Inc.), Merger Agreement (Winner Medical Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, each represent and warrant to the Company thatas follows:
Appears in 8 contracts
Sources: Merger Agreement (AvidXchange Holdings, Inc.), Merger Agreement (Supernus Pharmaceuticals Inc), Merger Agreement (Hecla Mining Co/De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatand the Shareholders as follows:
Appears in 8 contracts
Sources: Merger Agreement (Brickman Group LTD), Merger Agreement (Qualcomm Inc/De), Merger Agreement (Rogue Wave Software Inc /Or/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and the Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 7 contracts
Sources: Merger Agreement (Intersections Inc), Merger Agreement (Green Bancorp, Inc.), Merger Agreement (Green Bancorp, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatCompany:
Appears in 7 contracts
Sources: Merger Agreement (Doma Holdings, Inc.), Merger Agreement (Doma Holdings, Inc.), Merger Agreement (Mateon Therapeutics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally hereby represent and warrant to the Company thatas follows:
Appears in 7 contracts
Sources: Merger Agreement (Whole Earth Brands, Inc.), Merger Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Quality Care Properties, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, each hereby represent and warrant to the Company thatas follows:
Appears in 7 contracts
Sources: Merger Agreement (Forest City Realty Trust, Inc.), Merger Agreement (Emulex Corp /De/), Merger Agreement (Net2phone 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 hereby, jointly and severally, severally represent and warrant to the Company thatas follows:
Appears in 7 contracts
Sources: Merger Agreement (Unique Logistics International, Inc.), Merger Agreement (Lifepoint Health, Inc.), Merger Agreement (Multi Fineline Electronix Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company thatCompany:
Appears in 6 contracts
Sources: Merger Agreement (Pc Tel Inc), Merger Agreement (Pc Tel Inc), Merger Agreement (Startek, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company that:
Appears in 6 contracts
Sources: Agreement and Plan of Merger (NorthStar Healthcare Income, Inc.), Agreement and Plan of Merger (Industrial Property Trust Inc.), Agreement and Plan of Merger (Prologis, L.P.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatas follows:
Appears in 6 contracts
Sources: Merger Agreement (Journal Media Group, Inc.), Merger Agreement (Gannett Co., Inc.), Merger Agreement (Associated Materials Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly each hereby represents and severally, represent and warrant warrants to the Company thatas follows:
Appears in 6 contracts
Sources: Merger Agreement (Morgan Associates Inc), Merger Agreement (Kinder Richard D), Merger Agreement (Shiva Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly each hereby represents and severally, represent and warrant warrants to the Company that:
Appears in 6 contracts
Sources: Merger Agreement (Taylor Morrison Home Corp), Merger Agreement (Steel Partners Holdings L.P.), Merger Agreement (Steel Connect, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant warrant, on a joint and several basis, to the Company thatas follows:
Appears in 6 contracts
Sources: Merger Agreement (Digital Realty Trust, L.P.), Merger Agreement (Genpact LTD), Agreement and Plan of Merger (Logan's Roadhouse of Kansas, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company Company, that:
Appears in 5 contracts
Sources: Merger Agreement (American Educational Products Inc), Merger Agreement (Crown Central Petroleum Corp /Md/), Merger Agreement (Rosemore Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant to the Company thatas follows:
Appears in 5 contracts
Sources: Merger Agreement (Computer Sciences Corp), Merger Agreement (Covansys Corp), Merger Agreement (Starbase Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebySub, jointly and severally, represent and warrant to the Company thaton the date of this Agreement as follows:
Appears in 5 contracts
Sources: Acquisition Agreement (Fargo Electronics Inc), Acquisition Agreement (Fargo Electronics Inc), Acquisition Agreement (Fargo Electronics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly represents and severally, represent and warrant warrants to the Company that:
Appears in 5 contracts
Sources: Merger Agreement (ProFrac Holding Corp.), Merger Agreement (FTS International, Inc.), Merger Agreement (Rf Micro Devices Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. In order to induce the Company to enter into and perform this Agreement and the other Operative Documents, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatas follows in this Article III:
Appears in 4 contracts
Sources: Merger Agreement (HouseValues, Inc.), Agreement and Plan of Merger (Imagex Com Inc), Merger Agreement (F5 Networks Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatand the Stockholders as follows:
Appears in 4 contracts
Sources: Agreement and Plan of Merger and Reorganization (Rogue Wave Software Inc /Or/), Merger Agreement (Siebel Systems Inc), Agreement and Plan of Merger and Reorganization (Documentum Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company thatthat except as set forth in the Parent Disclosure Letter delivered to the Company on the date hereof:
Appears in 4 contracts
Sources: Merger Agreement (Clear Channel Communications Inc), Merger Agreement (Amfm Inc), Merger Agreement (Clear Channel Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, each represent and warrant to the Company thatCompany:
Appears in 3 contracts
Sources: Merger Agreement (Momentive Performance Materials Inc.), Merger Agreement (Momentive Performance Materials Inc.), Merger Agreement (Cbeyond, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub herebySub, jointly and severally, represent hereby represents and warrant warrants to the Company that:
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Gevity Hr Inc), Merger Agreement (Bradley Pharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatAcquired Companies as follows:
Appears in 3 contracts
Sources: Merger Agreement (Dot Hill Systems Corp), Merger Agreement (Websense Inc), Merger Agreement (Ditech Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company that:as follows (it being understood that the representations and warranties with respect to Merger Sub are made effective only upon, and as of, the execution of the Joinder (as defined below) by Merger Sub):
Appears in 3 contracts
Sources: Merger Agreement (True Wind Capital, L.P.), Merger Agreement (Zix Corp), Merger Agreement (Open Text Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 3 contracts
Sources: Merger Agreement (RCS Capital Corp), Merger Agreement (FTT Holdings, Inc.), Merger Agreement (Agco Corp /De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company that:: 59
Appears in 3 contracts
Sources: Acquisition Agreement, Acquisition Agreement, Acquisition Agreement
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatand the Shareholder as follows:
Appears in 3 contracts
Sources: Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represent severally represents and warrant warrants to the Company thatas follows:
Appears in 3 contracts
Sources: Merger Agreement (Innophos Holdings, Inc.), Merger Agreement (Ubiquitel Inc), Agreement and Plan of Reorganization (Red Hat Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatas of the date hereof as follows:
Appears in 3 contracts
Sources: Merger Agreement (Bankrate, Inc.), Merger Agreement (Captaris Inc), Merger Agreement (Open Text Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 3 contracts
Sources: Merger Agreement (Chesapeake Utilities Corp), Merger Agreement (Quidel Corp /De/), Merger Agreement (Apple Computer Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebyhereby represent and warrant, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 3 contracts
Sources: Merger Agreement (Parker Hannifin Corp), Merger Agreement (Telecommunication Systems Inc /Fa/), Merger Agreement (Horizon CMS Healthcare Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and the Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatas follows:
Appears in 3 contracts
Sources: Merger Agreement (Green Bancorp, Inc.), Merger Agreement (Green Bancorp, Inc.), Merger Agreement (SP Bancorp, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company thatas follows:
Appears in 3 contracts
Sources: Merger Agreement (Gasco Energy Inc), Merger Agreement (Newfield Exploration Co /De/), Merger Agreement (Packaged Ice Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company severally, but not jointly, that:
Appears in 2 contracts
Sources: Merger Agreement (Greka Energy Corp), Merger Agreement (Greka Energy Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, Subs represent and warrant to the Company thatas follows:
Appears in 2 contracts
Sources: Merger Agreement (Yelp Inc), Merger Agreement (Graphon Corp/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, each hereby represent and warrant to the Company thatCompany:
Appears in 2 contracts
Sources: Merger Agreement (Tegna Inc), Merger Agreement (Zebra Technologies Corp/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebyhereby represent and warrant, jointly and severally, represent and warrant to the Company that:
Appears in 2 contracts
Sources: Merger Agreement (Diamond Resorts International, Inc.), Merger Agreement (Serena Software Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly each represents and severally, represent and warrant warrants to the Company thatas follows:
Appears in 2 contracts
Sources: Merger Agreement (Solta Medical Inc), Merger Agreement (Penn National Gaming Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows, to and for the benefit of the Holder Indemnitees, as follows:
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Myriad Genetics Inc), Agreement and Plan of Merger (Churchill Downs Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. The Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:
Appears in 2 contracts
Sources: Merger Agreement (ExlService Holdings, Inc.), Merger Agreement (ExlService Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebySub, jointly on a joint and severallyseveral basis, represent and warrant to the Company that:
Appears in 2 contracts
Sources: Merger Agreement (GLORY STAR NEW MEDIA GROUP HOLDINGS LTD), Merger Agreement (Fuling Global Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company that:
Appears in 2 contracts
Sources: Merger Agreement (Andrx Corp /De/), Merger Agreement (Watson Pharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and the Merger Sub hereby, jointly and severally, severally represent and warrant to the Company that, except as set forth in the Schedules to this Agreement:
Appears in 2 contracts
Sources: Merger Agreement (Fti Consulting Inc), Merger Agreement (Readers Digest Association Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas set forth in this Article III:
Appears in 2 contracts
Sources: Merger Agreement (Merit Medical Systems Inc), Merger Agreement (Quality Systems, Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatand the Company Shareholders as follows:
Appears in 2 contracts
Sources: Merger Agreement (Messagemedia Inc), Merger Agreement (Softbank Holdings Inc Et Al)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub (when established) hereby, jointly and severally, represent and warrant to the Company that:
Appears in 2 contracts
Sources: Merger Agreement (RDA Microelectronics, Inc.), Merger Agreement (Spreadtrum Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As a material inducement to the Company to execute this Agreement and to consummate the Merger and the other transactions contemplated hereby, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 2 contracts
Sources: Merger Agreement (Continental Southern Resources Inc), Merger Agreement (Endeavour International Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebySub, jointly and severally, hereby represent and warrant to the Company thatCompany:
Appears in 2 contracts
Sources: Merger Agreement (Workflow Management Inc), Merger Agreement (Workflow Management Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company that:as follows: 38031572.13
Appears in 2 contracts
Sources: Merger Agreement (Apex Global Brands Inc.), Merger Agreement (Apex Global Brands Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company and the Sole Shareholder that:
Appears in 2 contracts
Sources: Merger Agreement (Retek Inc), Merger Agreement (HNC Software Inc/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatand the Signing Shareholders as follows:
Appears in 2 contracts
Sources: Merger Agreement (Inhale Therapeutic Systems Inc), Merger Agreement (Zitel Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, hereby jointly and severally, represent severally represents and warrant warrants to the Company thatas follows:
Appears in 2 contracts
Sources: Merger Agreement (Hard Rock Hotel Inc), Merger Agreement (Morgans Hotel Group Co.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company that:Company, as follows (such representations and warranties of Merger Sub to be true, correct and complete as of the date that Merger Sub executes and delivers the Agreement to the Company):
Appears in 2 contracts
Sources: Merger Agreement (Reptron Electronics Inc), Merger Agreement (Kimball International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to Company and the Company thatShareholders as follows:
Appears in 2 contracts
Sources: Merger Agreement (Goldleaf Financial Solutions Inc.), Merger Agreement (Geisel Brian R)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:as follows.
Appears in 2 contracts
Sources: Merger Agreement (Everest Merger Sub, Inc.), Merger Agreement (Sport Chalet Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant warrants to the Company thatas follows:
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Level One Communications Inc /Ca/), Strategic Alliance Agreement and Plan of Merger (Broadcom Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Letter, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatas follows:
Appears in 2 contracts
Sources: Merger Agreement (DallasNews Corp), Merger Agreement (Zimmer Biomet Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant to the Company thatas set forth below:
Appears in 2 contracts
Sources: Merger Agreement (Segue Software Inc), Merger Agreement (Borland Software Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebySub, jointly and severally, represent and warrant to the Company thatCompany, as follows:
Appears in 2 contracts
Sources: Merger Agreement (Motive Inc), Merger Agreement (Fusion Medical Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebySub, jointly and severally, and, to the extent expressly set forth below, Guarantor, represent and warrant to the Company thatas follows:
Appears in 2 contracts
Sources: Merger Agreement (Continental Building Products, Inc.), Merger Agreement (Continental Building Products, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebyrepresent and warrant to the Company, jointly and severally, represent and warrant to the Company that:as set forth in this Article IV.
Appears in 2 contracts
Sources: Merger Agreement (MWI Veterinary Supply, Inc.), Merger Agreement (Amerisourcebergen Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as expressly set forth in this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company that:
Appears in 2 contracts
Sources: Merger Agreement (United Industrial Corp /De/), Merger Agreement (Textron Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebySub, jointly and severally, represent and warrant to the Company that:as set forth in this Article IV.
Appears in 2 contracts
Sources: Merger Agreement (Industrial Logistics Properties Trust), Merger Agreement (Monmouth Real Estate Investment Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company that:as set forth below.
Appears in 2 contracts
Sources: Merger Agreement (Elanco Animal Health Inc), Merger Agreement (Kindred Biosciences, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and the Merger Sub herebySub, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 2 contracts
Sources: Merger Agreement (Fly Leasing LTD), Merger Agreement (Hewlett Packard Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebySub, jointly and severally, hereby represent and warrant to the Company that:
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Despegar.com, Corp.), Merger Agreement (Xbox Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally hereby represent and warrant to the Company thatand the Preferred Stockholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represent represents and warrant warrants to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebySub, jointly and severally, represent hereby make the following representations and warrant warranties to the Company thatand the Principal Shareholder:
Appears in 1 contract
Sources: Merger Agreement (Zone Mining LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebySub, jointly and severally, represent and warrant to the Company thatIndemnitees as follows:
Appears in 1 contract
Sources: Merger Agreement (Medibuy Com Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant warrant, on a joint and several basis, to the Company thatand each of the Unitholders as follows:
Appears in 1 contract
Sources: Merger Agreement (Fat Brands, Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant to the Company and the Members that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatand Founder as follows:
Appears in 1 contract
Sources: Merger Agreement (Verity Inc \De\)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally hereby represent and warrant to the Company thatand the Company shareholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatand the Major Stockholders as follows:
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Sagent Technology Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally hereby represent and warrant to the Company that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatand agree as follows:
Appears in 1 contract
Sources: Merger Agreement (Cephalon Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:as follows: 3.1
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub herebyhereby represent and warrant, jointly and severally, represent and warrant to the Company thatCompany:
Appears in 1 contract
Sources: Merger Agreement (Ebix Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company thatCompany, except as set forth in the Parent Disclosure Letter, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. 33 Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Network Associates Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. The Parent and Merger Sub hereby, jointly and severally, represent and warrant warrant, to and for the Company thatbenefit of the Company, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to each Stockholder as follows. Parent and Merger Sub hereby acknowledge that the Company that:is relying on the following representations and warranties in entering into this Agreement.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatCompany, the Shareholder and the Investors, as follows:
Appears in 1 contract