Common use of REPRESENTATIONS AND WARRANTIES OF TARGET Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and warrants to Acquiror and Merger Sub that the statements contained in this Section 3 are true and correct, except as disclosed in a document of even date herewith and delivered by Target to Acquiror on the date hereof referring to the representations and warranties in this Agreement (the “Target Disclosure Schedule”). The Target Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 3, and the disclosure in any such numbered and lettered Section of the Target Disclosure Schedule shall qualify only the corresponding subsection in this Section 3 (except to the extent disclosure in any numbered and lettered Section of the Target Disclosure Schedule is specifically cross-referenced in another numbered and lettered Section of the Target Disclosure Schedule).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (INPHI Corp), Agreement and Plan of Merger (INPHI Corp)

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REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and warrants to Acquiror and Merger Sub that the statements contained in this Section 3 are true and correct, except as disclosed in a document of even date herewith and delivered by Target to Acquiror on the date hereof referring to the representations and warranties in this Agreement (the "Target Disclosure Schedule"). The Target Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 3, and the disclosure in any such numbered and lettered Section section of the Target Disclosure Schedule shall qualify only the corresponding subsection in this Section 3 (except and shall qualify other sections to the extent disclosure in any numbered and lettered Section is applicable to such other sections based on a plain reading of the Target Disclosure Schedule is specifically cross-referenced in another numbered and lettered Section of the Target Disclosure Scheduledisclosure on its face).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Convio, Inc.), Agreement and Plan of Merger (Convio, Inc.)

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and warrants to Acquiror and Merger Sub that the statements contained in this Section 3 are true and correct, except as disclosed in a document of even date herewith and delivered by Target to Acquiror on the date hereof referring to the representations and warranties in this Agreement (the “Target Disclosure Schedule”). The Target Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 3, and the disclosure in any such numbered and lettered Section of the Target Disclosure Schedule shall qualify only the corresponding subsection all other subsections in this Section 3 (except only to the extent the applicability of such disclosure in any numbered and lettered to such other Section of the Target Disclosure Schedule is specifically cross-referenced in another numbered and lettered Section reasonably apparent from the face of the Target Disclosure Schedule)such disclosure without further investigation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Active Network Inc)

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and warrants to Acquiror and Merger Sub that the statements contained in this Section 3 are true and correct, except as disclosed in a document of even date herewith and delivered by Target to Acquiror on the date hereof referring to the representations and warranties in this Agreement (the “Target Disclosure Schedule”). The Target Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 3, and the disclosure in any such numbered and lettered Section section of the Target Disclosure Schedule shall qualify only other sections and subsections in this Section 3 to the corresponding subsection in extent it is apparent on the face of the disclosure that such disclosure is intended to qualify such other sections and subsections. For purposes of this Section 3 (except Sections 3.1-3.6), any reference to the extent disclosure in any numbered and lettered Section of the Target Disclosure Schedule is specifically cross-referenced in another numbered and lettered Section of the Target Disclosure Schedule)shall be deemed to include its Subsidiary, as context allows.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PROS Holdings, Inc.)

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and warrants to Acquiror and Merger Sub that the statements contained in this Section 3 are true and correct, except as disclosed in a document of even date herewith and delivered by Target to Acquiror and Merger Sub on the date hereof referring to the representations and warranties in this Agreement (the “Target "Disclosure Schedule"). The Target Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 3, and the disclosure in any such numbered and lettered Section section of the Target Disclosure Schedule shall qualify only the corresponding subsection in this Section 3 (except to the extent disclosure in any numbered and lettered Section section of the Target Disclosure Schedule is specifically cross-referenced in another numbered and lettered Section section of the Target Disclosure ScheduleSchedule or to the extent that it is readily apparent from such disclosure that the information is clearly applicable to such other sections of the Disclosure Schedule or such other representations and warranties).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Packeteer Inc)

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and warrants to Acquiror and Merger Sub that the statements contained in this Section 3 are true and correct, except as disclosed in a document of even date herewith and delivered by Target to Acquiror on the date hereof of this Agreement referring to the representations and warranties in this Agreement (the “Target Disclosure Schedule”). The Target Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 3, and the disclosure in any such numbered and lettered Section of the Target Disclosure Schedule shall qualify only the corresponding subsection in this Section 3 (except to the extent disclosure in any numbered and lettered Section of the Target Disclosure Schedule is specifically cross-referenced in readily apparent on its face to apply to another numbered and lettered Section of the Target Disclosure Schedule).

Appears in 1 contract

Samples: Asset Purchase Agreement (Arteris, Inc.)

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REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and warrants to Acquiror and Merger Sub that the statements contained in this Section 3 are true and correct, except as disclosed in a document of even date herewith and delivered by Target to Acquiror on the date hereof referring to the representations and warranties in this Agreement (the “Target Disclosure Schedule”). The Target Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 3, and the disclosure in any such numbered and lettered Section section of the Target Disclosure Schedule shall qualify only the corresponding subsection in this Section 3 (except to the extent disclosure in any numbered and lettered Section section of the Target Disclosure Schedule is specifically cross-referenced in another numbered and lettered Section section of the Target Disclosure ScheduleSchedule or to the extent that it is readily apparent from such disclosure that the information is clearly applicable to such other sections of the Target Disclosure Schedule or such other representations and warranties).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Packeteer Inc)

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and warrants to Acquiror and Merger Sub that the statements contained in this Section 3 are true and correct, except as disclosed in a document of even date herewith and delivered by Target to Acquiror on the date hereof referring to the representations and warranties in this Agreement (the “Target Disclosure Schedule”). The Target Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 3, and the disclosure in any such numbered and lettered Section of the Target Disclosure Schedule shall qualify only the corresponding subsection in this Section 3 (except to the extent disclosure in any numbered and lettered Section of the Target Disclosure Schedule is specifically cross-referenced in another numbered and lettered Section of the Target Disclosure ScheduleSchedule or if the applicability of any such disclosure to another numbered or lettered Section is reasonably apparent from the face of such disclosure).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuvasive Inc)

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and warrants to Acquiror and Merger Sub that the statements contained in this Section 3 are true and correct, except as disclosed in a document of even date herewith and delivered by Target to Acquiror on the date hereof referring to the representations and warranties in this Agreement (the “Target Disclosure Schedule”). The Target Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 3, and the disclosure in any such numbered and lettered Section section of the Target Disclosure Schedule shall qualify only (a) the corresponding subsection in this Section 3 and (except b) other subsections in this Section 3 to the extent disclosure in any numbered and lettered Section it is clear from a reading of the Target Disclosure Schedule disclosure that such disclosure is specifically cross-referenced in another numbered and lettered Section of the Target Disclosure Schedule)applicable to such other subsections.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sigmatel Inc)

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