Common use of Specified Representations and Warranties Clause in Contracts

Specified Representations and Warranties. The representations and warranties set forth in Section 3.1, Section 3.2, Section 3.3(a), Section 3.3(c), Section 3.4, Section 3.7(c), Section 3.8(c), Section 3.12(a) and Section 3.26 that (A) are not qualified by a Company Material Adverse Effect qualification will be true and correct in all material respects as of the Closing Date, as if made at and as of the Closing Date (without giving effect to any materiality qualification set forth therein) (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all material respects as of such earlier date) and (B) that are qualified by a Company Material Adverse Effect qualification will be true and correct in all respects (without disregarding such Company Material Adverse Effect qualifications) as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all respects as of such earlier date).

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Knight-Swift Transportation Holdings Inc.), Agreement and Plan of Merger (Fuller Max L), Agreement and Plan of Merger (Vepf Vii SPV I, L.P.)

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Specified Representations and Warranties. The representations and warranties set forth in Section 3.1, Section 3.2, Section 3.3(a), Section 3.3(c), Section 3.4, Section 3.7(c), Section 3.8(c), Section 3.12(a) and Section 3.26 3.27 that (A) are not qualified by a materiality or Company Material Adverse Effect qualification will be true and correct in all material respects as of the Closing Date, Date as if made at and as of the Closing Date (without giving effect to any materiality qualification set forth therein) (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all material respects as of such earlier date) ); and (B) that are qualified by a materiality or Company Material Adverse Effect qualification will be true and correct in all respects (without disregarding such materiality or Company Material Adverse Effect qualifications) as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all respects as of such earlier date).

Appears in 3 contracts

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

Specified Representations and Warranties. The representations and warranties set forth in Section 3.13.1(a), Section 3.2, Section 3.3(a), Section 3.3(c)3.3, Section 3.4, Section 3.7(c3.5(a)(i), Section 3.8(c), Section 3.12(a3.7(a)(iv) and Section 3.26 3.8(b) that (A) are not qualified by a materiality or Company Material Adverse Effect qualification will be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, Date as if made at and as of the Closing Date (without giving effect to any materiality qualification set forth therein) (except in each case to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all material respects as of such earlier date) ); and (B) that are qualified by a materiality or Company Material Adverse Effect qualification will be true and correct in all respects (without disregarding any such materiality or Company Material Adverse Effect qualifications) as of the date of this Agreement and as of the Closing Date as if made at and as of the Closing Date (except in each case to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all respects as of such earlier date). The representations and warranties set forth in Section 3.12(a) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made at and as of the Closing Date.

Appears in 1 contract

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

Specified Representations and Warranties. The representations and warranties set forth in Section 3.1, Section 3.2, Section 3.3(a3.1(a), Section 3.3(c3.3(b), Section 3.43.20, Section 3.7(c3.21, Section 3.22, Section 3.23(a)(i), Section 3.8(c), Section 3.12(a) 3.24 and Section 3.26 3.25 that (A) are not qualified by a materiality or Company Material Adverse Effect qualification will be true and correct in all material respects as of the date hereof and as of the Closing Date, Date as if made at and as of the Closing Date (without giving effect to any materiality qualification set forth therein) (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all material respects as of such earlier date) ); and (B) that are qualified by a materiality or Company Material Adverse Effect qualification will be true and correct in all respects (without disregarding such materiality or Company Material Adverse Effect qualifications) as of the date hereof and as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all respects as of such earlier date). The representations and warranties set forth in Section 3.5(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made at and as of the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Momentive Global Inc.)

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Specified Representations and Warranties. The representations and warranties set forth in Section 3.1, Section 3.2, Section 3.3(a), Section 3.3(c), Section 3.4, Section 3.7(c) (other than Section 3.7(c)(i)-(v) and (viii), Section 3.8(c), Section 3.12(a) and Section 3.26 3.27 that (A) are not qualified by a materiality or Company Material Adverse Effect qualification will be true and correct in all material respects as of the Closing Date, Date as if made at and as of the Closing Date (without giving effect to any materiality qualification set forth therein) (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all material respects as of such earlier date) ); and (B) that are qualified by a materiality or Company Material Adverse Effect qualification will be true and correct in all respects (without disregarding such materiality or Company Material Adverse Effect qualifications) as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all respects as of such earlier date).

Appears in 1 contract

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

Specified Representations and Warranties. The representations and warranties set forth in Section 3.1, Section 3.2, Section 3.3(a), Section 3.3(c), Section 3.4, Section 3.7(c), Section 3.8(c), Section 3.12(a) and Section 3.26 that (A) are not qualified by a Company Material Adverse Effect qualification or materiality will be true and correct in all material respects as of the Closing Date, as if made at and as of the Closing Date (without giving effect to any materiality qualification set forth therein) (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all material respects as of such earlier date) ); and (B) that are qualified by a Company Material Adverse Effect qualification or materiality will be true and correct in all respects (without disregarding such Company Material Adverse Effect or materiality qualifications) as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all respects as of such earlier date).

Appears in 1 contract

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

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