REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Alltel Corp), Agreement and Plan of Merger (Dollar General Corp), Agreement and Plan of Merger (Lear Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure LetterSchedule”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Egl Inc), __________________________________________________________________________________________________________________________ Agreement and Plan of Merger (Ceridian Corp /De/), Agreement and Plan of Merger (A.C. Moore Arts & Crafts, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as Parent and Merger Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in the disclosure letter delivered supplied by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”"PARENT SCHEDULES"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Merger and Reorganization (Xcarenet Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to on the execution of this Agreement date hereof (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Instructure Inc), Agreement and Plan of Merger (Apptio Inc), Agreement and Plan of Merger (Xactly Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company immediately by Parent on or prior to the execution of entering into this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Clearview Cinema Group Inc), Agreement and Plan of Merger (Western National Corp), Agreement and Plan of Merger (Vornado Realty Trust)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent represents and warrants to Company that, except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to simultaneously with the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as followsAgreement:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Cleanspark, Inc.), Agreement and Plan of Merger (Pioneer Power Solutions, Inc.), Agreement and Plan of Merger (Resonate Blends, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as Parent and Merger Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in the disclosure letter delivered supplied by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”)") and dated as of the date hereof, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Phazar Corp), Agreement and Plan of Merger (Ydi Wireless Inc), Agreement and Plan of Merger (P Com Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution and delivery by Parent and Merger Sub of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Empire District Electric Co), Agreement and Plan of Merger (Advisory Board Co), Agreement and Plan of Merger (El Paso Electric Co /Tx/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to concurrently with the execution of this Agreement (the “Parent Acquiror Disclosure Letter”), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Emageon Inc), Agreement and Plan of Merger (Emageon Inc), Agreement and Plan of Merger (AMICAS, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to as of the execution of this Agreement date hereof (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Perspecta Inc.), Agreement and Plan of Merger (Qad Inc), Tender and Support Agreement (LogicBio Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Elkcorp), Agreement and Plan of Merger (BMCA Acquisition Sub Inc.), Agreement and Plan of Merger (CGEA Investor, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), each of Parent and Merger Sub jointly hereby represents and severally represent and warrant warrants to the Company as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bankrate Inc), Agreement and Plan of Merger (Bankrate, Inc.), Agreement and Plan of Merger (BEN Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in writing in the disclosure letter delivered supplied by Parent and Merger Sub to the Company immediately prior to dated as of the execution date hereof and certified by a duly authorized executive officer of this Agreement each of Parent and Merger Sub (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter Parent Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”)Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Promotions Com Inc), Agreement and Plan of Merger (Ivillage Inc), Agreement and Plan of Merger (Ivillage Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise disclosed in the disclosure letter delivered by Parent to the Company immediately in a letter delivered to it prior to the execution of this Agreement hereof (which letter shall contain appropriate references to identify the representations and warranties herein to which the information in such letter relates) (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wilmar Holdings Inc), Agreement and Plan of Merger (Waxman Industries Inc), Agreement and Plan of Merger (Wilmar Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding section or subsection of the disclosure letter delivered by Parent to the Company immediately prior to contemporaneously with the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Paramount Gold Nevada Corp.), Agreement and Plan of Merger (Paramount Gold & Silver Corp.), Agreement and Plan of Merger (Coeur Mining, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Subject to such exceptions as are disclosed in the disclosure letter Parent Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”)Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Merge Healthcare Inc), Agreement and Plan of Merger (AMICAS, Inc.), Agreement and Plan of Merger (AMICAS, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as Parent and Merger Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in writing in the disclosure letter delivered by Parent to the Company immediately prior to dated as of the execution of this Agreement date hereof (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:set forth below.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (US BioEnergy CORP), Agreement and Plan of Merger (Millennium Ethanol, LLC), Agreement and Plan of Merger (Green Plains Renewable Energy, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by the Parent and Merger Sub to Company on the Company immediately prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Natus Medical Inc), Agreement and Plan of Merger (Cvent Inc), Agreement and Plan of Merger (Blue Nile Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to on the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Innophos Holdings, Inc.), Agreement and Plan of Merger (Monotype Imaging Holdings Inc.), Agreement and Plan of Merger (Nutraceutical International Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement hereof (the “"Parent Disclosure Letter”") or as disclosed with reasonable specificity in the Parent Reports (as defined in Section 5.7), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsthat:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Devon Energy Corp/De), Agreement and Plan of Merger (Devon Energy Corp/De), Agreement and Plan of Merger (Mitchell Energy & Development Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as fairly disclosed in a letter (the disclosure letter “Parent Disclosure Letter”) delivered by Parent to the Company by Parent immediately prior to the execution of this Agreement (it being agreed that disclosure of any item in any section of the “Parent Disclosure Letter”Letter shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chiquita Brands International Inc), Agreement and Plan of Merger (Cavendish Acquisition Corp), Agreement and Plan of Merger (Chiquita Brands International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution and delivery by Parent and Merger Sub of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schulman a Inc), Agreement and Plan of Merger (Mikros Systems Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed Subject to the exceptions and disclosures set forth in writing in the disclosure letter delivered by Parent to the Company immediately prior to on the execution of this Agreement Effective Date (the “Parent Disclosure Letter”), each of the Parent and Merger Sub Sub, jointly and severally represent severally, represents and warrant warrants to the Company and the Stockholder Parties as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the separate disclosure letter which has been delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure LetterSchedule”), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as of the date hereof as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thestreet, Inc.), Agreement and Plan of Merger (theMaven, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the written disclosure letter delivered by Parent to the Company immediately prior to in connection with the execution and delivery of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Atlantic Holdings Corp), Agreement and Plan of Merger (National Atlantic Holdings Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in set forth on the disclosure letter dated as of the date of this Agreement and delivered by Parent and Merger Sub to the Company immediately on or prior to the execution date of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lyondell Chemical Co), Agreement and Plan of Merger (AI Chemical Investments LLC)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to on the execution of this Agreement (the “Parent Disclosure Letter”)date hereof, Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mobileiron, Inc.), Agreement and Plan of Merger (RealPage, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the corresponding section of the separate disclosure letter which has been delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SHFL Entertainment Inc.), Agreement and Plan of Merger (Bally Technologies, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section of the Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”") (and subject to Section 9.12 hereof), Parent and Merger Sub jointly and severally represent hereby represents and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Variagenics Inc), Agreement and Plan of Merger (Hyseq Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company, except as otherwise set forth in writing in appropriately corresponding sections of the disclosure letter supplied by Parent and Merger Sub to the Company dated as of the date hereof (the "PARENT DISCLOSURE LETTER"), as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Probusiness Services Inc), Agreement and Plan of Merger (Automatic Data Processing Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), it being understood and agreed that each item in a particular section of the Parent Disclosure Letter applies only to such section and to any other section to which its relevance is reasonably apparent on the face of such disclosure, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Goldman Sachs Group Inc/), Agreement and Plan of Merger (Waste Industries Usa Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter letter, dated as of the date of this Agreement and delivered by Parent to the Company immediately prior to in connection with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), which disclosure shall be subject to Section 9.12, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dialysis Corp of America), Agreement and Plan of Merger (U.S. Renal Care Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure Parent SEC Reports or the letter dated the date of this Agreement and delivered by Parent to the Company immediately prior to by Parent concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Renewable Innovations, Inc.), Agreement and Plan of Merger (Tiger X Medical, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company immediately by Parent on or prior to the execution of entering into this Agreement (the “Parent Disclosure Letter”"PARENT DISCLOSURE LETTER"), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Augat Inc), Agreement and Plan of Merger (Clearview Cinema Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section of the Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”) (and subject to Section 9.14 hereof), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Integrated Device Technology Inc), Agreement and Plan of Merger (Integrated Circuit Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement hereof (the “"Parent Disclosure Letter”") or as disclosed with reasonable specificity in the Parent Reports (as defined in Section 6.7), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Atlas Inc), Agreement and Plan of Merger (Baker Hughes Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement hereof (the “"Parent Disclosure Letter”") or as disclosed with reasonable specificity in the Parent Reports (as defined in Section 4.7), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsthat:
Appears in 2 contracts
Samples: Employment Agreement (Devon Energy Corp/De), Agreement and Plan of Merger (Ocean Energy Inc /Tx/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub represent and warrant to the Company, except as disclosed set forth in the disclosure letter delivered supplied by Parent to and Merger Sub dated as of the Company immediately prior to the execution of this Agreement date hereof (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization (McData Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company that except as follows:set forth in the disclosure letter delivered to the Company on the date of this Agreement ("Parent Disclosure Letter"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SFX Entertainment Inc), Agreement and Plan of Merger (Clear Channel Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately by Parent on or prior to the execution of entering into this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abr Information Services Inc), Agreement and Plan of Merger (Oerlikon Buhrle Usa Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the a separate disclosure letter which has been delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”)Agreement, each of Parent and Merger Sub jointly and severally hereby represent and warrant to the Company that as followsof the date hereof:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Activant Solutions Inc /De/), Agreement and Plan of Merger (Epicor Software Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by of Parent to the Company immediately prior to the execution of this Agreement attached hereto as Exhibit D (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edison Schools Inc), Agreement and Plan of Merger (Edison Schools Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by the Parent to and Merger Sub on the Company immediately prior to the execution of this Agreement date hereof (the “Parent Disclosure Letter”), the Parent and Merger Sub Sub, jointly and severally severally, hereby represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Haynes International Inc), Agreement and Plan of Merger (Haynes International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter (subject to Section 9.12(c) of this Agreement) delivered by Parent to the Company immediately by Parent prior to the execution of entering into this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Simrad Yachting As), Agreement and Plan of Merger (Lowrance Electronics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement hereof (the “"Parent Disclosure Letter”"), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsthat:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Circle International Group Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter letter, a true and correct copy of which has been delivered by Parent to the Company immediately on or prior to the execution date of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally represent and warrant to the Company as followsthat:
Appears in 1 contract
Samples: Agreement and Plan (Remec Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter schedules delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding section of the disclosure letter delivered by the Parent to the Company immediately prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as of the date hereof as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:, except to the extent disclosed in the section of the disclosure letter dated the date of this Agreement and delivered by Parent with respect to this Agreement on or prior to the date hereof (the “Parent Disclosure Letter”):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the Parent’s disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company Company, jointly and severally, as follows:set forth in this Article IV. Each disclosure set forth in the Parent Disclosure Letter shall qualify or modify the Section of this Agreement to which it corresponds and any other Section to the extent the applicability of the disclosure to such other Section is reasonably apparent from the text of the disclosure made.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sentio Healthcare Properties Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement on December 4, 2019 (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except 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, except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Landrys Restaurants Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”"), each of Parent and Merger Sub hereby jointly and severally represent represents and warrant warrants to the Company as followsCompany:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as Parent and Merger Sub represent and warrant to Company, subject to the exceptions specifically disclosed in writing referencing a specific representation in the disclosure letter delivered by Parent to Company dated as of the Company immediately prior to the execution date hereof and certified by a duly authorized officer of this Agreement Parent (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except As an inducement to the Company to enter into this Agreement, except as disclosed in the disclosure letter delivered Parent SEC Reports filed by Parent to the Company immediately and publicly available prior to the execution date of this Agreement (the “Filed Parent Disclosure LetterSEC Reports”), Parent and Merger Sub hereby, jointly and severally severally, represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to by Parent concurrently with the execution and delivery of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sunrise Senior Living Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter Disclosure Letter delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), which identifies items of disclosure by reference to a particular Section or subsection of this Agreement, Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Subject to Section 9.04(j), except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution and delivery by Parent and Merger Sub of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in Concurrently with the disclosure letter execution and delivery of this Agreement, Parent and Merger Sub have delivered by Parent to the Company immediately prior to the execution of this Agreement a letter (the “Parent Disclosure Letter”)) setting forth, among other things, items the disclosure of which is necessary either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of the representations and warranties of Parent and Merger Sub contained in this ARTICLE IV. Each of Parent and Merger Sub, jointly and severally represent severally, hereby represents and warrant warrants to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter letter, dated as of the date of this Agreement, delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter that document of even date herewith delivered by Parent to the Company immediately prior to the execution and delivery of this Agreement (the “Parent Disclosure LetterSchedule”), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Pixelworks Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Metromedia International Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the section of the disclosure letter delivered by Parent to the Company immediately prior to by Parent and Merger Sub concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”)) that specifically relates to such section, or, if disclosed in another section of the Parent Disclosure Letter, is reasonably apparent from the substance of such disclosure to relate to such section, of this Article V below, Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as followsthat:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Penn National Gaming Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section of the Disclosure Letter delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”") (and subject to Section 9.13 hereof), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter (subject to Section 9.13(c)) delivered to Company by Parent to the Company immediately at or prior to the execution of entering into this Agreement (the “Parent Disclosure Letter”), Parent hereby represents and Merger Sub jointly and severally represent and warrant warrants to the Company as followsthat:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Talk America Holdings Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed is provided in the disclosure letter delivered by Parent to the Company immediately at or prior to the execution of this Agreement by Parent (the “Parent Disclosure Letter”"PARENT DISCLOSURE SCHEDULE"), Parent represents and Merger Sub jointly and severally represent and warrant warrants to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter dated as of the date of this Agreement and delivered by Parent Paxxxx xnd Merger Sub to the Company immediately on or prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
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Samples: Agreement and Plan of Merger (Via Renewables, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to on the execution date of this Agreement and signed by an executive officer of Parent (the “"Parent Disclosure Letter”"), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the confidential disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsthat:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise disclosed in the disclosure letter delivered by Parent to the Company immediately in a letter (the "Parent Disclosure Letter") delivered to it by Parent prior to the execution of this Agreement (the “Parent Disclosure Letter”)Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
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Samples: Agreement and Plan of Merger (Friendly Ice Cream Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in set forth on the disclosure letter dated as of the date of this Agreement and delivered by Parent and Merger Sub to the Company immediately on or prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by the Parent and Merger Sub to Company on the Company immediately prior to the execution date of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:: 4.1
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to the execution and delivery of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to Company on the Company immediately prior to the execution date of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clear Channel Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to Concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”)Agreement, Parent and Merger Sub jointly and severally represent and warrant have delivered to the Company a letter (the "Parent Disclosure Letter") setting forth, among other things, items the disclosure of which is necessary either in response to an express disclosure requirement contained in a provision hereof or as followsan exception to one or more of the representations and warranties of Parent and Merger Sub contained in this ARTICLE IV. Each of Parent and Merger Sub, jointly and severally, hereby represents and warrants to the Company that:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company immediately prior to by Parent concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Verifone Systems, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Each of Parent and Merger Sub hereby represents and warrants to the Company that, except as disclosed otherwise set forth in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), ) delivered by Parent and Merger Sub jointly and severally represent and warrant to the Company as followsconcurrently with the execution of this Agreement:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Young Innovations Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter letter, a true and correct copy of which has been delivered by Parent to the Company immediately on or prior to the execution date of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsand the Company Shareholders that:
Appears in 1 contract
Samples: Agreement and Plan (Remec Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter dated as of the date of this Agreement delivered by Parent and Merger Sub to the Company immediately prior to or in connection with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harmony Merger Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter dated as of the date of this Agreement and delivered by Parent Xxxxxx and Merger Sub to the Company immediately on or prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (it being agreed that any information set forth in one section of such disclosure letter shall be deemed to apply to each other section thereof to which its relevance is reasonably apparent) (the “Parent Disclosure Letter”), Parent and Merger Sub represent and warrant, jointly and severally represent and warrant severally, to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to in connection with the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section of the Disclosure Letter delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”") (and subject to Section 9.13 hereof), ------------------------ Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to on the execution date of this Agreement and signed by an executive officer of Parent (the “Parent Disclosure Letter”"PARENT DISCLOSURE LETTER"), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Act Networks Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”Letter (subject to Section 9.05), Parent and Merger Sub jointly and severally each represent and warrant to the Company as followsCompany:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”)) simultaneously with the execution of this Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caucuscom Mergerco Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”"PARENT DISCLOSURE LETTER"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to on the execution of this Agreement Date (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to on the Company immediately prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally (in the case of Merger Sub, upon execution of the Joinder) hereby represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as Parent and Merger Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in the disclosure letter delivered supplied by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”)") and dated as of the date hereof, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:: ------------- EXECUTION COPY
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except With respect to any Section of this Article IV, except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to on the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section or subsection of the Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and the Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Wagering Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section or subsection of the Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and the Merger Sub jointly and severally represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except (i) as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to on the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medidata Solutions, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately by Parent on or prior to the execution of entering into this Agreement (the “Parent Disclosure Letter”"PARENT DISCLOSURE LETTER"), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:
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