REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company as follows:
Appears in 108 contracts
Samples: Agreement and Plan of Merger (Principia Biopharma Inc.), Agreement and Plan of Merger (Ambit Biosciences Corp), Agreement and Plan of Merger (Pfizer Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 70 contracts
Samples: Agreement and Plan of Merger (Resonant Inc), Agreement and Plan of Merger (Crystal Rock Holdings, Inc.), Agreement and Plan of Merger (Intel Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser jointly and severally represent and warrant to the Company as follows:
Appears in 43 contracts
Samples: Agreement and Plan of Merger (Supernus Pharmaceuticals, Inc.), Agreement and Plan of Merger (EQT Corp), Agreement and Plan of Merger (AutoWeb, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant to the Company as follows:
Appears in 29 contracts
Samples: Agreement and Plan of Merger (Anadigics Inc), Agreement and Plan of Merger (Monterey Gourmet Foods), Agreement and Plan of Merger (North American Galvanizing & Coatings Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser Purchaser, jointly and severally, represent and warrant to the Company as follows:
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Criticare Systems Inc /De/), Agreement and Plan of Merger (Koch Industries Inc), Agreement and Plan of Merger (Georgia Pacific Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser Purchaser, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Lee Enterprises Inc), Agreement and Plan of Merger (Crane & Co Inc), Voting Agreement (American Bank Note Holographics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent represents and warrant warrants to the Company as follows:
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Openwave Systems Inc), Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Signalsoft Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser jointly and severally represent and warrant to the Company as followsthat:
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Monaco Coach Corp /De/), Agreement and Plan of Merger (SMC Corp), Agreement and Plan of Merger (Anthem Insurance Companies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company as followsthat:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Meredith Corp), Agreement and Plan of Merger (Softworks Inc), Agreement and Plan of Merger (McGuire Acquisition Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser jointly and severally represent and warrant to the Company as followsCompany:
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Quixote Corp), Agreement and Plan of Merger (Amcol International Corp), Tender Offer and Merger Agreement (Five Star Products Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser Purchaser, jointly and severally, hereby represent and warrant to the Company as follows:
Appears in 9 contracts
Samples: Agreement and Plan of Merger (TESARO, Inc.), Agreement and Plan of Merger (Bioform Medical Inc), Agreement and Plan of Merger (Genzyme Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant to the Company as followsthat:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Hills Stores Co /De/), Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (HSC Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant warrant, jointly and severally, to the Company as follows:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Valley Forge Corp), Agreement and Plan of Merger (Valley Forge Corp), Agreement and Plan of Merger (Pacific Rehabilitation & Sports Medicine Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company as follows:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Dade Behring Holdings Inc), Agreement and Plan of Merger (WebMD Health Corp.), Agreement and Plan of Merger (Actel Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby jointly and severally represent and warrant to the Company as followsthat:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Biosite Inc), Agreement and Plan of Merger (Beckman Coulter Inc), Agreement and Plan of Merger (Biosite Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent and warrant jointly and severally to the Company as followsthat:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Molex Inc), Agreement and Plan of Merger (Molex Inc), Agreement and Plan of Merger (Omniquip International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser each represent and warrant to the Company as follows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Amber Road, Inc.), Agreement and Plan of Merger (Nu Horizons Electronics Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company as follows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Sterling Software Inc), Agreement and Plan of Merger (Tickets Com Inc), Agreement and Plan of Merger (Interlink Computer Sciences Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent represents and warrant warrants jointly and severally to the Company as followsthat:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ovid Technologies Inc), Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Command Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby jointly and severally represent and warrant to the Company as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Armor Holdings Inc), Agreement and Plan of Merger (Tel Save Holdings Inc), Agreement and Plan of Merger (Texoil Inc /Nv/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent each represents and warrant warrants to the Company as follows:: 42
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nortel Networks LTD), Agreement and Plan of Merger (Nortel Networks Inc.), Agreement and Plan of Merger (Pec Solutions Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser each hereby represent and warrant to the Company as followsthat:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Watson Pharmaceuticals Inc), Agreement and Plan of Merger (Schein Pharmaceutical Inc), Agreement and Plan of Merger (Alcatel)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Brands Inc /De/), Agreement and Plan of Merger (Cobra Golf Inc), Agreement and Plan of Merger (Cobra Golf Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent jointly and warrant severally represents and warrants to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Shared Technologies Fairchild Inc), Agreement and Plan of Merger (Shared Technologies Fairchild Inc), Agreement and Plan of Merger (Intermedia Communications of Florida Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser each represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Digex Inc), Agreement and Plan of Merger (Intermedia Communications of Florida Inc), Agreement and Plan of Merger (Intermedia Communications of Florida Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby jointly and severally represent and warrant to the Company as followsthat:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Spine Tech Inc), Agreement and Plan of Merger (Vivra Inc), Agreement and Plan of Merger (Spine Tech Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser each represent and warrant warrant, jointly and severally, to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Toastmaster Inc), Agreement and Plan of Merger (Salton Maxim Housewares Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent each hereby represents and warrant warrants to the Company as followsCompany:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Talon Therapeutics, Inc.), Stock Purchase Agreement (Spectrum Pharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company and the Seller as follows:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Kline Hawkes Pacific Advisors, LLC), Stock Purchase Agreement (Vector Intersect Security Acquisition Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent represents and warrant warrants to the Company as follows:: SECTION 5.1
Appears in 2 contracts
Samples: Exhibit 1 Agreement and Plan of Merger (BBN Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Gte Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent hereby represents and Purchaser represent and warrant warrants to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Einstein Noah Restaurant Group Inc), Agreement and Plan of Merger (Caribou Coffee Company, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent represent, warrant and warrant covenant to and with the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forum Group Inc), Agreement and Plan of Merger (Marriott International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company as follows:that: 25 21
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Goulds Pumps Inc), Agreement and Plan of Merger (George Acquisition Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and the Purchaser jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delco Remy International Inc), Agreement and Plan of Merger (Citigroup Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. The Purchaser and the Parent each represents and Purchaser represent and warrant warrants to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gulfside Supply, Inc.), Agreement and Plan of Merger (Eagle Supply Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company as follows, provided that the representations and warranties by and with respect to Purchaser shall apply only from and after the time Purchaser is formed pursuant to Section 5.10 hereof:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bosch Security Systems Corp), Agreement and Plan of Merger (Detection Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent Parent, Interlab and Purchaser jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser jointly and severally represent and warrant to the Company and the Shareholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant to the Company Company, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (MBS Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. The Purchaser and the Parent and Purchaser hereby represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser jointly and severally represent and warrant to the Company and the Partners as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company as followsHolder that:
Appears in 1 contract
Samples: Tender and Support Agreement (Blue Apron Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company Company, jointly and severally, as follows:set forth in this Article IV.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cougar Biotechnology, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser jointly and severally represent and warrant to the Company as follows:: Section 5.1
Appears in 1 contract
Samples: Tender and Support Agreement (Biodelivery Sciences International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser Purchaser, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company as follows:follows (in the case of Purchaser, upon execution and delivery of the Joinder):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser jointly and severally, represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company (except as set forth in the Purchaser Disclosure Schedule) as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Arvin Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Purchaser and Parent represents and Purchaser represent and warrant warrants to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent represents and warrant warrants to the Company as follows:: Section 4.1
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Telecasting Inc/De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent hereby represents and warrant warrants to the Company as followsthat:
Appears in 1 contract
Samples: Stock Option Agreement (Cadence Design Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent represents and warrant warrants to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger
