REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 17 contracts
Samples: Agreement and Plan of Merger (L2 Medical Development Co), Agreement and Plan of Merger (Drayton Harbor Resources Inc.), Agreement and Plan of Merger (Mount Knowledge Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Restoration Hardware Inc), Agreement and Plan of Merger (Hallwood Group Inc), Agreement and Plan of Merger (Venoco, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to Company, subject to such exceptions as are specifically disclosed in writing in the disclosure letter and referencing a specific representation supplied by Parent to Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the "PARENT SCHEDULE"), except as set forth in Parent Disclosure Schedulefollows:
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Realnetworks Inc), Agreement and Plan of Merger and Reorganization (Appnet Inc /De/), Agreement and Plan of Reorganization (Forte Software Inc \De\)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise disclosed to the Company in the Parent Disclosure Letter, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Lifepoint Health, Inc.), Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (Multi Fineline Electronix Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the Parent Disclosure Schedule, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Cuseeme Networks Inc), Agreement and Plan (First Virtual Communications Inc), Agreement and Plan of Merger (Cuseeme Networks Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement and signed by an executive officer of Parent (the "Parent Disclosure Schedule:"):
Appears in 4 contracts
Samples: 6 Agreement and Plan of Merger and Reorganization (Arris Pharmaceutical Corp/De/), 6 Agreement and Plan of Merger and Reorganization (Sequana Therapeutics Inc), 6 Agreement and Plan of Merger and Reorganization (Sequana Therapeutics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except as set forth in the disclosure schedule delivered to the Company on the date of this Agreement and signed by an executive officer of Parent (the "Parent Disclosure Schedule:"):
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc), Agreement and Plan of Merger and Reorganization (Lipson David S), Agreement and Plan of Merger (Safeguard Scientifics Inc Et Al)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Inrad Optics, Inc.), Agreement and Plan of Merger (Tower International, Inc.), Agreement and Plan of Merger (Cambium Learning Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, that except as set forth in the Parent Disclosure ScheduleLetter delivered to the Company on the date hereof:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Amfm Inc), Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (Jacor Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company thatCompany, except as set forth in the Parent Disclosure Schedule, as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Ribogene Inc / Ca/), Agreement and Plan of Reorganization (Cypros Pharmaceutical Corp), Agreement and Plan of Reorganization (Questcor Pharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Subject to such exceptions as are disclosed in the Parent Disclosure Schedule, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sonicwall Inc), Agreement and Plan of Merger (Sonicwall Inc), Agreement and Plan of Merger (Baldor Electric Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Resolute Forest Products Inc.), Agreement and Plan of Merger (Domtar CORP), Agreement and Plan of Merger (Domtar CORP)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the disclosure schedule delivered by Parent and Merger SubSub to the Company concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Correctional Services Corp), Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Geo Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly each and severally, hereby represent and warrant to the Company thatCompany, except as set forth in Parent the Parent's SEC Reports or the Parent's Disclosure ScheduleLetter:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Constellation Brands Inc), Agreement and Plan of Merger (Canandaigua B V), Agreement and Plan of Merger (Ravenswood Winery Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise set forth in the Parent Disclosure Schedule, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Dna Sciences Inc), Agreement and Plan of Merger and Reorganization (Pharmaceutical Product Development Inc), Voting Agreement (Axys Pharmecueticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company thatCompany, that except as set forth in the corresponding sections or subsections of the Parent Disclosure ScheduleLetter delivered to the Company on the date hereof:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Align Rite International Inc), Agreement and Plan of Merger (Macdonald James L), Agreement and Plan of Merger (Photronics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the disclosure schedule delivered by Parent and Merger SubSub to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Technology Research Corp), Agreement and Plan of Merger (Coleman Cable, Inc.), Agreement and Plan of Merger (Aerosonic Corp /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the correspondingly numbered Section of the Parent Disclosure Schedule, Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Acreage Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the disclosure schedule attached hereto (the "Parent Disclosure Schedule"), Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization and Merger (Futurelink Corp), Agreement and Plan of Reorganization and Merger (Futurelink Distribution Corp), Agreement and Plan of Reorganization and Merger (Futurelink Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gridsum Holding Inc.), Agreement and Plan of Merger (iDreamSky Technology LTD), Agreement and Plan of Merger (Sorrento Networks Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise set forth in the Parent Disclosure Schedule, Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wageworks, Inc.), Agreement and Plan of Merger (Healthequity, Inc.), Agreement and Plan of Merger (Medassets Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth in the written disclosure schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule:"):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tyco International LTD), Agreement and Plan of Merger (Adt Limited), Agreement and Plan of Merger (Adt Limited)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Subject to Section 10.5, except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tribune Media Co), Agreement and Plan of Merger (Gray Television Inc), Agreement and Plan of Merger (Nexstar Media Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to Company, subject to such exceptions as are specifically disclosed in writing in the disclosure letter and referencing a specific representation supplied by Parent to Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the "Parent Schedule"), except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Samples: Employment Agreement (Digital Insight Corp), Employment Agreement (Nfront Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubExcept, jointly and severallysubject to Section 11.05, represent and warrant to the Company that, except as set forth in the Parent Disclosure Schedule, each of Parent and Merger Sub represents and warrants to the Company, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Washington Dennis R), Agreement and Plan of Merger (Atlas Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except as set forth in the letter, dated as of the date of this Agreement, from Parent and Merger Sub to the Company (the “Parent Disclosure Schedule:Letter”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp), Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, jointly and severally, Sub each represent and warrant to the Company that, except as set forth in Parent Disclosure ScheduleCompany:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Syneos Health, Inc.), Agreement and Plan of Merger (Inovalon Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company, as qualified by the disclosure schedule delivered by Parent to the Company that, except as set forth in concurrently herewith (the “Parent Disclosure Schedule”), as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ubiquity Broadcasting Corp), Agreement and Plan of Merger (Rimrock Gold Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and the Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulethe Schedules to this Agreement:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fti Consulting Inc), Agreement and Plan of Merger (Readers Digest Association Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company thatas follows, except as set forth in forth, specifically with reference to a particular section below, on the Parent Disclosure Schedule:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cimarex Energy Co), Agreement and Plan of Merger (Magnum Hunter Resources Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in on the disclosure schedule delivered by Parent and Merger Sub to the Company concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cit Group Inc), Agreement and Plan of Merger (Education Lending Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the Parent Disclosure Schedule, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Samples: Transaction Agreement (Dover Downs Gaming & Entertainment Inc), Agreement and Plan of Merger (Intermec, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the disclosure schedule that has been prepared by Parent Disclosure Schedule:in accordance with the requirements of Section 9.6 and that has been delivered to the Company on the date of this Agreement and signed on behalf of Parent by the President of Parent (the "PARENT DISCLOSURE SCHEDULE"):
Appears in 2 contracts
Samples: Agreement and Plan (Scopus Technology Inc), Agreement and Plan (Scopus Technology Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth in the written disclosure schedule delivered by Parent to the Company (the "Parent Disclosure Schedule:"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lci International Inc /Va/), Agreement and Plan of Merger (U S Long Distance Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth on the disclosure letter to be delivered by the Parent and the Merger Sub to the Company pursuant to Section 2.1 (the "Parent's Disclosure Schedule"), Parent and Merger SubSub each, jointly and severally, represent represents and warrant warrants to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intellicall Inc), Agreement and Plan of Merger (Intellicall Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the Parent Disclosure ScheduleSchedule or Parent SEC Documents:
Appears in 2 contracts
Samples: Voting Agreement (Ensco International Inc), Merger Agreement (Chiles Offshore Inc/New/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in the disclosure schedule delivered to the Company on the date of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zayo Group LLC), Agreement and Plan of Merger (Abovenet Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE"), Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Developers Diversified Realty Corp), Agreement and Plan of Merger (JDN Realty Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub, except as disclosed in Parent's disclosure schedule delivered concurrently with the delivery of this Agreement (the "Parent Disclosure Schedule"), hereby, jointly and severally, represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Unilab Corp /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company thatCompany, except as subject to the information set forth in the disclosure letter delivered by Parent Disclosure and Merger Sub to the Company dated as of the date hereof (the "Parent Schedule:"), as follows: ---------------
Appears in 2 contracts
Samples: Exhibit 1 (Peregrine Systems Inc), Agreement and Plan of Merger (Remedy Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the Parent SEC Documents filed prior to the date of this Agreement or in the disclosure schedules delivered by Parent to the Company dated and signed as of that date of this Agreement by an executive officer of Parent (collectively, the "Parent Disclosure Schedule:"):
Appears in 2 contracts
Samples: Agreement (Oncormed Inc), Agreement and Plan of Merger and Reorganization (Gene Logic Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in the disclosure letter supplied by Parent to the Company that, except (the "Parent Schedules") and dated as set forth in Parent Disclosure Scheduleof the date hereof as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (C Bridge Internet Solutions Inc), Agreement and Plan of Merger (Platinum Technology Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the disclosure schedule prepared by Xxxxxx and Merger Sub and delivered to the Company in connection with the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth in the written disclosure schedule delivered by Parent Disclosure Schedule:to the Company (the "PARENT DISCLOSURE SCHEDULE"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aarow Environmental Group Inc), Agreement and Plan of Merger (Precis Smart Card Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dakota Growers Pasta Co Inc), Agreement and Plan of Merger (Wind River Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to Company, as of the Company thatdate hereof, except subject to such exceptions as set forth are specifically disclosed in writing in the disclosure schedule supplied by Parent Disclosure Scheduleto Company, dated as of the date hereof and certified by a duly authorized officer of Parent (the "PARENT DISCLOSURE SCHEDULE"), as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Precise Software Solutions LTD), Agreement and Plan of Merger (Veritas Software Corp /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Resource America, Inc.), Agreement and Plan of Merger (Resource Capital Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except as set forth in the expressly referenced schedule attached to the letter, dated as of the date of this Agreement, from Parent and Merger Sub to the Company (the “Parent Disclosure Schedule:Letter”), as of the date hereof (except to the extent that a representation or warranty states that it is accurate only as of an earlier date):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. The Parent and Merger Sub, Sub hereby jointly and severally, severally warrant and represent to and warrant to covenant with the Company thatand the Shareholders, except as set forth in the Parent Disclosure Schedule, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Capital Management Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the corresponding section of the Company Disclosure Schedule, Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spark Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubExcept, jointly and severallysubject to Section 11.05, represent and warrant to the Company that, except as set forth in the Parent Disclosure Schedule, each of Parent and Merger Sub represents and warrants to the Company, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the Disclosure Schedule delivered by Parent and Merger Sub to the Company on or prior to the execution of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in the written disclosure schedule delivered on or prior to the date hereof by Parent Disclosure Schedule:to the Company (the "PARENT DISCLOSURE SCHEDULE"):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Netgain Development Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth on the Parent Disclosure Schedule, each of Parent and Merger Sub, jointly Sub represents and severally, represent and warrant warrants to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Merit Behavioral Care Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth follows (subject to such exceptions as are disclosed in the Parent Disclosure Schedule:):
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Mitokor)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in a disclosure schedule dated as of the date hereof delivered by Parent Disclosure Scheduleto the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bodycote Investments Vi Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the corresponding section of the Disclosure Schedule delivered by Parent and Merger Sub to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Reebok International LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth on the Parent Disclosure Schedule, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except and Stockholders as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the letter, dated as of the date of this Agreement, from the Parent and Merger SubSub to the Company (the “Parent Disclosure Schedule”), Parent and Merger Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to to, and for the benefit of, the Company that, except as set forth in the Parent Disclosure Schedule delivered by Parent to the Company at or prior to the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), the following are true:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Catalyst International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company, as qualified by the disclosure schedule delivered by Parent to the Company that, except as set forth in concurrently herewith (the “ Parent Disclosure ScheduleSchedule ”) as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (EQM Technologies & Energy, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, represent and warrant to the Company and Company Parent that, except as set forth in Parent Disclosure Schedulethe Schedules hereto:
Appears in 1 contract
Samples: Agreement and Plan of Merger (GlobalOptions Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company thatCompany, except as set forth in the Parent Disclosure ScheduleLetter, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Midwest Holding Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth on the Parent Disclosure Schedule, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except and Principal Stockholders as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to Company, subject to such exceptions as are specifically disclosed in writing in the disclosure schedule supplied by Parent to Company thatdated as of the date hereof (the "Parent Schedule") referencing a specific representation, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Centra Software Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in writing in the disclosure schedules delivered by Parent to the Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the "Parent Disclosure Letter"), except as set forth in Parent Disclosure Schedule:below.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company, as qualified by the disclosure schedule delivered by Parent to the Company that, except as set forth in concurrently herewith (the “Parent Disclosure Schedule”) as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Beacon Energy Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in the disclosure schedule delivered to the Company on the date of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Jazz Technologies, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the Parent Disclosure Letter, Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulethe disclosure schedule delivered to the Company concurrently with this Agreement, which shall state with particularity the representation and warranty herein, including section reference, to which such disclosure relates:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medialink Worldwide Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zimmer Biomet Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, that except as set forth in the corresponding sections or subsections of the Parent Disclosure ScheduleLetter delivered to the Company on the date hereof:
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Bearing Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company thatCompany, that except as set forth in the disclosure schedule dated the date hereof and delivered by Parent and Merger Sub to the Company (the “Parent Disclosure Schedule:”):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub each represent and warrant to the Company that, as follows in each case except as set forth in Parent the Disclosure ScheduleSchedules:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Frank's International N.V.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to Company, subject to such exceptions as are specifically disclosed in writing in the disclosure schedule and referencing a specific representation supplied by Parent to Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the "Parent Schedule"), except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the disclosure schedule prepared by Parent in accordance with the requirements of Section 10.13 and that has been delivered by Parent to the Company on the date of this Agreement (the "Parent Disclosure Schedule:"):
Appears in 1 contract
Samples: Affiliate Agreement (Artecon Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company, subject only to exceptions disclosed in writing in the disclosure schedule supplied by Parent to the Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the "PARENT SCHEDULE"), except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronic Clearing House Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and each Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the disclosure schedule delivered by Parent and the Merger Subs to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 1 contract
Samples: Voting Agreement (Diligent Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company thatas follows, except as set forth in the Parent Disclosure Schedule:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company (the "Parent Disclosure Schedule") simultaneously with the execution of this Agreement, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule:"):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub, jointly Sub hereby represents and severally, represent and warrant warrants to the Company that, except as set forth in the written disclosure schedule delivered by Parent to the Company (the "Parent Disclosure Schedule:"):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Standard Funding Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the disclosure schedule that has been prepared by Parent Disclosure Schedule:in accordance with the requirements of
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub, jointly and severally, Sub represent and warrant jointly and severally to the Company that, except as set forth in with respect to a specifically identified representation and warranty on the Disclosure Schedule delivered by Parent to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule:"): --------------------------
Appears in 1 contract
Samples: Agreement and Plan of Merger (Physicians Health Services Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company thatand the Insider Shareholders, except as set forth in the disclosure schedule prepared by the Parent and delivered by the Parent to the Company on the date of this Agreement (the "Parent Disclosure Schedule") as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule that specifically relates to a specific section or subsection of this Article V, Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company, subject to such exceptions as are specifically disclosed in writing in the disclosure letter and referencing a specific representation supplied by Parent to the Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the "PARENT SCHEDULE"), except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Realnetworks Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in a disclosure schedule of Parent and Merger Sub delivered to the Company on the date of this Agreement, Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub, jointly and severally, Sub hereby represent and warrant to the Company thatCompany, except as set forth in on the Parent Disclosure Schedule, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Silicon Graphics Inc /Ca/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the disclosure schedule delivered by Parent and Merger SubSub to the Company prior to the execution of this Agreement (the "Merger Sub Disclosure Schedule"), jointly Parent and severally, Merger Sub hereby severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub hereby represent and warrant to the Company thatas follows, except as set forth in Parent on the Disclosure ScheduleSchedule attached as Exhibit C hereto:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in Schedule A of the Company Disclosure Letter, Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Qualtrics International Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company thatCompany, except as set forth in a disclosure schedule of Parent Disclosure Scheduleand Merger Sub delivered to the Company on the date of this Agreement, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Imperial Parking Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in Parent’s and Merger Sub’s disclosure schedule provided herewith (the “Parent Disclosure Schedule”), Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except and the APAR Holders as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company, subject only to exceptions disclosed in writing in the disclosure schedule supplied by Parent to the Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the “Parent Schedule”), except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronic Clearing House Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company and to each of the Company Shareholders that, except as set forth in the written disclosure schedule delivered by Parent to the Company (the “Parent Disclosure Schedule:”):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alliance Healthcard Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the corresponding section of the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in the disclosure letter supplied by Parent to the Company that, except (the "Parent Schedules") and dated as set forth in Parent Disclosure Schedule:of the date hereof as follows: 21
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company thatand the Holders as follows, except as set forth disclosed in the disclosure schedule accompanying this Agreement which is numbered to correspond to the section numbers in this Article 6 (the "Parent Disclosure Schedule:"):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company thatCompany, except as subject to the information set forth in the disclosure letter delivered by Parent Disclosure Scheduleand Merger Sub to the Company dated as of the date hereof (the "PARENT SCHEDULE"), as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Peregrine Systems Inc)
