REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in the disclosure schedule delivered by Parent to the Company at the time of execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Sub represent and warrant to the Company as follows:
Appears in 8 contracts
Samples: Acquisition Agreement and Plan of Merger (AirtimeDSL), Acquisition Agreement and Plan of Merger (National Filing Agents Inc), Revised Acquisition Agreement and Plan of Merger (Clinical Trials Assistance Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except Parent and Sub represent and warrant to the Company that, except as set forth in the disclosure schedule delivered by Parent to the Company at the time of execution of this Agreement attached hereto (the "Parent Disclosure Schedule"), which Parent Disclosure Schedule and Sub represent and warrant shall be arranged in paragraphs corresponding to the Company as followsnumbered and lettered paragraphs contained in this Article V:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Sunsource Inc), Agreement and Plan of Merger (Allied Capital Corp), Agreement and Plan of Merger (Ameritrans Capital Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in on the disclosure schedule (each section of which qualifies both the correspondingly numbered representation and warranty or covenant to the extent specified therein and any other numbered representations, warranties or covenants to the extent reasonably apparent from the disclosure schedule) delivered by Parent to the Company at prior to the time of execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Sub represent and warrant to the Company as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in with respect to a specifically identified representation and warranty on the disclosure schedule delivered by Parent to the Company at simultaneously with the time of execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Sub represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Gaylord Entertainment Co), Agreement and Plan of Merger (Westinghouse Electric Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in on the disclosure schedule delivered by the Parent and Sub to Company prior to the Company at the time of execution of this Agreement (the "Parent Parent/Sub Disclosure Schedule"), Parent and Sub represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Interwave Communications International LTD), Agreement and Plan of Merger (Irvine Horace H Ii), Agreement and Plan of Merger (Hadco Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in the disclosure schedule schedules delivered by Parent and Sub to the Company at concurrently with the time of execution of this Agreement (the "“Parent Disclosure Schedule"”), Parent and Sub jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (TMS International Corp.), Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Emergency Medical Services CORP)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except Parent and Sub jointly and severally represent and warrant to Company that, except as set forth indicated in the disclosure schedule delivered applicable section of the Disclosure Schedule furnished by Parent to Company prior to the Company at the time of execution of this Agreement (the "Parent Buyer Disclosure Schedule"), Parent and Sub represent and warrant ) corresponding to the Company as followsSections and subsections set forth below:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Renaissance Worldwide Inc), Agreement and Plan of Merger (Aquent Inc), Agreement and Plan of Merger (Renaissance Worldwide Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as disclosed in the Parent Filed SEC Documents or as set forth in on the disclosure schedule Disclosure Schedule delivered by Parent to the Company at prior to the time of execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger (CTS Corp), Agreement and Plan of Merger (Dynamics Corp of America)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in the disclosure schedule delivered by Parent to the Company at contemporaneously with the time of execution of this Agreement and delivery hereof (the "Parent Disclosure Schedule"PARENT DISCLOSURE SCHEDULE), Parent and Sub represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Retek Inc), Agreement and Plan of Merger (Sapphire Expansion CORP)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in on the disclosure schedule delivered by Parent to the Company at prior to the time of execution of this Agreement (the "Parent Disclosure Schedule"), Parent represents and Sub represent and warrant warrants to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mypoints Com Inc), Merger Agreement (Avid Sportswear & Golf Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in the disclosure schedule schedules delivered by Parent to the Company at on the time of execution of this Agreement date hereof (the "Parent Disclosure Schedule") or as disclosed in the Parent SEC Reports (as defined in Section 5.06), with such disclosure being specifically referenced in the Parent Disclosure Schedules, Parent and Sub represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tejas Inc), Agreement and Plan of Merger (Tejas Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in for items disclosed on the disclosure schedule or on the exhibits or schedules thereto (with specific reference to the Section of this Agreement to which the information stated in such disclosure relates) delivered by Parent to the Company at prior to the time of execution and delivery of this Agreement (the "Parent Disclosure Schedule"), Parent and Sub represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in the disclosure schedule delivered by Parent to the Company at contemporaneously with the time of execution of this Agreement and delivery hereof (the "“Parent Disclosure Schedule"”), Parent and Sub represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in for items disclosed on the disclosure schedule (with specific reference to the SECTION of this Agreement to which the information stated in such disclosure relates) delivered by Parent to the Company at prior to the time of execution and delivery of this Agreement (the "Parent Disclosure Schedule"), Parent and Sub represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth disclosed ------------------------------------------------ in a document referring specifically to the representations and warranties in this Agreement which identifies by section number the section and subsection to which such disclosure schedule relates and is delivered by Parent to Company simultaneous with the Company at the time of execution of this Agreement and is attached hereto (the "Parent Disclosure Schedule"), Parent and Sub represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Primus Knowledge Solutions Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in the disclosure schedule delivered by Parent to the Company at the time of execution of this Agreement which is set forth on Exhibit B (the "Parent Disclosure Schedule"), Parent and Sub represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Veridicom International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as Parent and Sub jointly and severally represent and warrant to the Company, subject to the exceptions and qualifications set forth in the disclosure schedule to be delivered by the Parent and Sub to the Company at the time of execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Sub represent and warrant to the Company as follows:):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Santa Barbara Restaurant Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in the disclosure schedule (with specific reference to the particular Section or subsection of this Agreement to which the information set forth in such disclosure schedule relates; provided, however, that any information set forth in one section of the Parent Disclosure Schedule shall be deemed to apply to each other section thereof or hereof to which its relevance is readily apparent on its face) delivered by Parent and Sub to the Company at prior to the time of execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Sub represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in the disclosure schedule delivered by Parent to the Company at the time of execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Sub represent and warrant to the Company as follows:: 3.2.1
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tintic Gold Mining CO)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in on the disclosure schedule delivered by Parent to the Company at prior to the time of execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Sub represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Merger Agreement (Centocor Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in the disclosure schedule delivered by Parent to the Company at the time of execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Sub hereby represent and warrant to the Company that, except as followsset forth in the corresponding section of the Parent Disclosure Schedule accompanying this Agreement:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth disclosed in a document referring specifically to the representations and warranties in this Agreement which identifies by section number the section and subsection to which such disclosure schedule relates and is delivered by Parent to Company simultaneous with the Company at the time of execution of this Agreement and is attached hereto (the "“Parent Disclosure Schedule"”), Parent and Sub represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Primus Knowledge Solutions Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in the disclosure schedule delivered by Parent to the Company at the time of execution of this Agreement (the "Parent Disclosure SchedulePARENT DISCLOSURE SCHEDULE"), Parent and Sub represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kiwa Bio-Tech Products Group Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in on the disclosure schedule delivered by Parent to the Company at prior to the time of execution of this Agreement, which disclosure schedule specifies the section or subsection of this Agreement to which the exception relates (the "Parent Disclosure Schedule"), Parent and Sub represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in the disclosure schedule delivered by Parent to the Company at the time of execution of this Agreement (the "Parent Disclosure Schedule"), Xxxxxxxxx Xxxxxxx Barrza, the Parent's sole director and officer, Parent and Sub represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Absolute Glass Protection Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in the disclosure schedule (referencing the same section as this Agreement) delivered by the Parent and Sub to the Company at the time of execution of this Agreement (the "Parent Disclosure SchedulePARENT DISCLOSURE SCHEDULE"), Parent and Sub represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Except as set forth in the disclosure schedule delivered by Parent to the Company at the time of execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Sub represent and warrant to the Company, subject to such exceptions as are specifically disclosed in the Disclosure Schedule (referencing the appropriate section and paragraph numbers) supplied by Parent to the Company (the "Parent Disclosure Schedule") and dated as followsof the date hereof, as set forth below:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tut Systems Inc)
