Representations in Merger Agreement. Split-Off Subsidiary represents and warrants that all of the representations and warranties by Seller, insofar as they relate to Split-Off Subsidiary, contained in the Merger Agreement are true and correct.
Representations in Merger Agreement. Leaseco represents and warrants that all of the representations and warranties by Seller, insofar as they relate to Leaseco, contained in the Merger Agreement are true and correct.
Representations in Merger Agreement. Acquiror represents and warrants to each Stockholder that the representations and warranties set forth in Article V of the Merger Agreement were (or will be) true and correct when made and on and as of the date of any action taken by Acquiror hereunder (including without limitation exercise of the Option) with the same effect as though such representations and warranties had been made on and as of such date (except for representations and warranties that speak as of a specific date or time, which need only be true and correct as of such date or time), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to "materiality" or "Acquiror Material Adverse Effect" set forth therein) does not have an Acquiror Material Adverse Effect, and such representations and warranties shall be deemed incorporated herein; provided, however, that incorporated representations and warranties which relate to the Merger Agreement shall be deemed for purposes of this Section to have been modified to relate only to this Agreement.
Representations in Merger Agreement. The representations and warranties of Borrower contained in the Merger Agreement (as modified by the Disclosure Memorandum, as defined in the Merger Agreement) (a) that are expressly qualified by a reference to materiality are true in all respects as so qualified as of the date hereof and (b) that are not so qualified are true and correct in all material respects as of the date hereof, and are incorporated herein by reference with the same force and effect as though herein set forth in full. Notwithstanding the foregoing, the condition set forth in this Section 3.11 shall be deemed to be satisfied if such breaches of Borrower's representations and warranties (if any) do not have a Parent Material Adverse Effect (as defined in the Merger Agreement) or a material diminution of benefits expected to be realized by Ecrix as a result of the Merger.
Representations in Merger Agreement. The representations of the Seller with respect to the Companies set forth in Sections 2.01 - 2.02, 2.04 - 2.05 and 2.07 - 2.13 of the Merger Agreement are deemed to be made to Palmera as if stated in full herein.
Representations in Merger Agreement. The obligations of the Stockholder under this Agreement shall be subject to the condition that the representations and warranties set forth in Article IV of the Merger Agreement shall be true in all material respects on the date of which made and on the date of any action to be taken by the Stockholder hereunder, and the Stockholder shall have received a certificate to that effect from Parent.
Representations in Merger Agreement. Mimi & Coco represents and warrants that all of the representations and warranties by Seller, insofar as they relate to Mimi & Coco, contained in the Merger Agreement are true and correct.
Representations in Merger Agreement. Media represents and warrants that all of the representations and warranties by Seller, insofar as they relate to Media, contained in the Merger Agreement are true and correct.
Representations in Merger Agreement. To the knowledge of the Company and the Operating Partnership, all of the representations and warranties made by Colonial and Colonial LP in or pursuant to the Merger Agreement were true and correct, as of the Merger Date, except that any representations and warranties that expressly speak as of a particular date were true and correct as of such particular date, and except in each case where the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The parties hereto acknowledge and agree that this representation and warranty is made solely by the Company and the Operating Partnership for the benefit of each of the Underwriters and may not be relied upon by any other party for any other purpose. The parties hereto acknowledge and agree that this representation and warranty does not affect any agreement or liability allocation between Colonial and Colonial LP, on one hand, and the Company and the Operating Partnership, on the other hand, under the Merger Agreement.
Representations in Merger Agreement. LLC represents and warrants that all of the representations and warranties by Seller, insofar as they relate to LLC, contained in the Merger Agreement are true and correct.
