Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Closing as if made at the Closing.
Appears in 5 contracts
Sources: Merger Agreement (La Man Corporation), Merger Agreement (Papais Lou A), Merger Agreement (Long Terry J)
Accuracy of Representations. Each All of the Parent's representations and warranties made by Parent and Merger Sub in this Agreement shall (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement, Agreement and shall must be accurate in all material respects as of the Closing Date as if made at on the ClosingClosing Date.
Appears in 5 contracts
Sources: Merger Agreement (Packaged Ice Inc), Acquisition Agreement (Infospace Com Inc), Agreement and Plan of Acquisition and Arrangement (Infospace Com Inc)
Accuracy of Representations. Each of the representations and warranties made by the Company and the Shareholders in this Agreement and in each of the other agreements and instruments delivered to Parent and Merger Sub in connection with the transactions contemplated by this Agreement shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Closing as if made at the ClosingClosing (without giving effect to any update to the Disclosure Schedule).
Appears in 4 contracts
Sources: Merger Agreement (La Man Corporation), Merger Agreement (Papais Lou A), Merger Agreement (Long Terry J)
Accuracy of Representations. Each of the The representations and warranties made by of Parent and Merger Sub contained in this Agreement shall have been accurate in all material respects as of the date of this Agreement, Agreement and shall be accurate in all material respects as of the Closing Date as if made at on and as of the ClosingClosing Date; provided, however, that any representations and warranties qualified by "Material Adverse Effect" or other materiality qualifications are accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date.
Appears in 3 contracts
Sources: Merger Agreement (Lipson David S), Merger Agreement (Integrated Systems Consulting Group Inc), Merger Agreement (Integrated Systems Consulting Group Inc)
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this AgreementAgreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing as if made at the ClosingClosing (without giving effect to any materiality or similar qualifications contained in such representations and warranties).
Appears in 3 contracts
Sources: Merger Agreement (Micronetics Inc), Merger Agreement (Vitria Technology Inc), Merger Agreement (I Many Inc)
Accuracy of Representations. Each of the The representations and warranties made by of Parent and Merger Sub contained in this Agreement shall have been accurate in all material respects as of the date of this Agreement, Agreement and shall be accurate in all material respects as of the Closing Date as if made at on and as of the ClosingClosing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality qualifications contained in such representations and warranties shall be disregarded), except for any such failure which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Parent.
Appears in 3 contracts
Sources: Agreement and Plan of Merger and Reorganization (Meridian Data Inc), Agreement and Plan of Merger and Reorganization (Snap Appliances Inc), Agreement and Plan of Merger and Reorganization (Quantum Corp /De/)
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this AgreementAgreement (without giving effect to any materiality qualifications or similar qualifications contained or incorporated directly or indirectly in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at on the ClosingClosing Date (without giving effect to any materiality qualifications or similar qualifications contained or incorporated directly or indirectly in such representations and warranties).
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (Aurora Biosciences Corp), Merger Agreement (Egain Communications Corp)
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this AgreementAgreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made at on the ClosingClosing Date (without giving effect to any materiality or similar qualifications contained in such representations and warranties).
Appears in 2 contracts
Sources: Merger Agreement (Ipass Inc), Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)
Accuracy of Representations. Each of the The representations and warranties made by of Parent and Merger Sub contained in this Agreement shall have been be accurate in all material respects as of the date of this Agreement, Agreement and shall be accurate in all material respects as of the Closing Date as if made at on and as of the ClosingClosing Date, provided, however, that this condition shall be deemed satisfied unless all inaccuracies in such representations and warranties (considered collectively) are deemed to have a Material Adverse Effect on Parent.
Appears in 2 contracts
Sources: Merger Agreement (Interleaf Inc /Ma/), Merger Agreement (Broadvision Inc)
Accuracy of Representations. Each of the The representations and warranties made by of each of Parent and Merger Sub contained in this Agreement shall have been are accurate and complete in all material respects as of the date of this Agreement, and shall except where expressly made as of the date of this Agreement, will be accurate in all material respects as of at all times through and including the Closing Expiration Date as if made at the Closingas of any such time or date.
Appears in 2 contracts
Sources: Support Agreement (Cornerstone OnDemand Inc), Support Agreement (Cornerstone OnDemand Inc)
Accuracy of Representations. Each of the representations and warranties made by of Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement, Agreement and shall be accurate in all material respects as of the Closing Date as if made at on and as of the ClosingClosing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date).
Appears in 2 contracts
Sources: Merger Agreement (Western Capital Resources, Inc.), Merger Agreement (Western Capital Resources, Inc.)
Accuracy of Representations. Each of the The representations and warranties made by of Parent and Merger Sub contained in this Agreement shall have been are accurate in all material respects as of the date of this Agreement, and shall will be accurate in all material respects at all times until termination of this Agreement and will be accurate in all respects as of the Closing date of the consummation of the Merger as if made at on that date, in each case, subject to changes or events permitted by this Agreement or the ClosingMerger Agreement.
Appears in 2 contracts
Sources: Voting Agreement (Ariba Inc), Voting Agreement (Ariba Inc)
Accuracy of Representations. Each of the The representations and warranties made by of Parent and Merger Sub contained in this Agreement shall have been accurate in all material respects as of the date of this Agreement, Agreement and shall be accurate in all material respects as of the Closing Date as if made at on and as of the ClosingClosing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Parent Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
Appears in 2 contracts
Sources: Merger Agreement (Abb Asea Brown Boveri LTD), Merger Agreement (Paradigm Technology Inc /De/)
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement, Agreement and shall be accurate in all material respects as of the Closing Date as if made at on the ClosingClosing Date.
Appears in 1 contract
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub Subs in this Agreement shall have been accurate in all material respects as of the date of this AgreementAgreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the ClosingScheduled Closing Time (without giving effect to any materiality or similar qualifications contained in such representations and warranties).
Appears in 1 contract
Sources: Merger Agreement (Graphon Corp/De)
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this AgreementAgreement (without giving double effect to any materiality qualifications), and shall be accurate in all material respects as of the Closing Date as if made at on the ClosingClosing Date (without giving double effect to any materiality qualifications).
Appears in 1 contract
Sources: Merger Agreement (Volcano CORP)
Accuracy of Representations. Each of the representations and warranties made by Parent in this Agreement and Merger Sub in each of the other agreements and instruments delivered by Parent in connection with the transactions contemplated by this Agreement shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Closing Date as if made at on the ClosingClosing Date.
Appears in 1 contract
Sources: Share Purchase Agreement (Elbit Vision Systems LTD)
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement, and shall continue to be accurate in all material respects as of the Closing Date as if made at the ClosingClosing Date (without giving effect to any update to the Parent Disclosure Schedule, and without giving effect to any “Material Adverse Effect” or other materiality qualifications contained or incorporated directly or indirectly in such representations and warranties).
Appears in 1 contract
Accuracy of Representations. Each All of the representations and warranties made by the Parent and the Merger Sub in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement, Agreement and shall be accurate in all material respects as of the Closing Effective Time as if made at the ClosingEffective Time.
Appears in 1 contract
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate be true and correct in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of at the Closing as if made at the ClosingDate.
Appears in 1 contract
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Closing Date as if made at the Closing, except for inaccuracies in such representations and warranties that have not had, and are not reasonably likely to have, a material adverse effect on Parent's business, financial condition or results of operation.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Acuson Corp)
Accuracy of Representations. Each of the representations and warranties made by Parent and or Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this AgreementClosing Date, and shall be accurate in all material respects as if made as of the Closing Date (without giving effect to any materiality qualifications or similar qualifications contained or incorporated directly or indirectly in such representations and warranties), other than such representations and warranties which are made as if made at the Closingof a certain date, which shall be so true and accurate as of such date.
Appears in 1 contract
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this AgreementClosing Date as if made at the Closing Date, and unless such representations or warranties are qualified by a "Material Adverse Effect" or other materiality qualification in which case such representation or warranties shall be accurate in all material respects as of the Closing as if made at the Closingrespects).
Appears in 1 contract
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub Subs in this Agreement and in each of the other agreements and instruments expressly required by this Agreement to be delivered to the Company in connection with the transactions contemplated by this Agreement (a) shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Closing as if made at the Closing.this
Appears in 1 contract
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub the Company in this Agreement shall have been accurate and in all material respects as each of the date of other agreements and instruments delivered to Parent in connection with the transactions contemplated by this Agreement, and Agreement shall be accurate in all material respects as of the Closing as if made at the Closing.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Documentum Inc)
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Closing Date as if made at the Closing.
Appears in 1 contract
Sources: Merger Agreement (Ebay Inc)
Accuracy of Representations. Each of the representations and warranties made by Parent and each Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Closing Date as if made at the Closing.
Appears in 1 contract
Sources: Merger Agreement (Ebay Inc)
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement and in each of the other agreements and instruments delivered to the Company in connection with the transactions contemplated by this Agreement shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Closing Date as if made at on the ClosingClosing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded).
Appears in 1 contract
Sources: Merger Agreement (Titan Corp)
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this AgreementAgreement (without giving double effect to any materiality qualifications), and shall be accurate in all material respects as of the Closing Date (without giving double effect to any materiality qualifications) except that those representations and warranties that are made as if made at the Closingof a specific date need only be true and correct in all material respects as of such date (without giving double effect to any materiality qualifications).
Appears in 1 contract
Sources: Agreement and Plan of Merger (Cypress Bioscience Inc)
Accuracy of Representations. Each of the representations and warranties made by Parent Parent, Purchaser and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement, and shall be complete and accurate in all material respects (except for those heretofore qualified by materiality, in which case, no additional standard of materiality shall be applied) as of the Closing Date as if made at on the ClosingClosing Date (except that those representations and warranties which address matters only as of a particular date shall have been true and correct only on such date).
Appears in 1 contract
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects be true and correct as of the date of this Agreement, Agreement and shall be accurate in all material respects as of the Closing as if made at Date, except where the Closingfailure to be so true and correct has not had a material adverse effect on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Accuracy of Representations. Each of the representations and warranties made by of Parent and Merger Sub contained in this Agreement shall have been be accurate in all material respects as of the date of this Agreement, Agreement and shall be accurate in all material respects as of the Closing Date as if made at on and as of the ClosingClosing Date, except where the failure of the representations and warranties of Parent and Merger Sub to be accurate would not reasonably be expected to have a material adverse effect on the ability of Parent to consummate the Merger.
Appears in 1 contract
Sources: Agreement and Plan of Merger (ADESTO TECHNOLOGIES Corp)
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub Subs in this Agreement shall have been accurate in all material respects as of the date of this AgreementAgreement (without giving effect to any materiality or similar qualifications contained in such representations and warranties), and shall be accurate in all material respects as of the Closing as if made at the ClosingClosing (without giving effect to any materiality or similar qualifications contained in such representations and warranties).
Appears in 1 contract
Sources: Merger Agreement (Yelp Inc)
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Closing Date as if made at on the Closing.Closing Date; provided, however, that the condition set forth in this Section 7.1 shall be
Appears in 1 contract
Sources: Merger Agreement (Rovi Corp)
Accuracy of Representations. Each All of the representations and warranties made by of the Parent and Merger Sub in this Agreement shall (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement, and shall must be accurate in all material respects as of the Closing as if made at on the Closing.
Appears in 1 contract
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Closing as if made at (without giving effect to any update to the ClosingParent Disclosure Schedule).
Appears in 1 contract
Sources: Merger Agreement (Placeware Inc)
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this AgreementAgreement and as of the Closing Date as if made on and as of the Closing Date, except in each case where the failure of the representations and shall warranties of Parent and Merger Sub to be accurate in all material respects as would not reasonably be expected to have a material adverse effect on the ability of Parent to consummate the Closing as if made at the ClosingMerger.
Appears in 1 contract
Sources: Merger Agreement (Ca, Inc.)
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this AgreementSigning Date, and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the ClosingScheduled Closing Time.
Appears in 1 contract
Accuracy of Representations. Each of the representations and warranties made by Ultimate Parent, Parent and Merger Sub in this Agreement shall be accurate in all material respects as of the Merger Closing Date as if made on and as of the Merger Closing Date, other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Closing as if made at the Closingsuch date.
Appears in 1 contract
Sources: Agreement of Investment and Merger (Techne Corp /Mn/)
Accuracy of Representations. Each All of the Parent’s and MergerSub’s representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement(considered collectively), and shall each of these representations and warranties (considered individually), must be accurate in all material respects as of the Closing as if made at the ClosingDate.
Appears in 1 contract
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement, Agreement and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the ClosingScheduled Closing Time.
Appears in 1 contract
Sources: Merger Agreement (Vertel Corp)
Accuracy of Representations. Each of the representations and warranties made by the Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement, be true and shall be accurate in all material respects as of correct at the Closing as if made at Date, except where the Closingfailure to be so true and correct would not have a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Resmed Inc)
Accuracy of Representations. Each of the representations and warranties made by of Parent and Merger Sub in this Agreement shall have been accurate be true and correct in all material respects as of the date of this Agreement, Agreement and shall be accurate in all material respects as of the Closing Date as if made at on and as of the ClosingClosing Date.
Appears in 1 contract
Sources: Merger Agreement (Twinlab Consolidated Holdings, Inc.)
Accuracy of Representations. Each of the The representations and warranties made by of Parent and Merger Sub contained in this Agreement shall have been are accurate in all material respects as of the date of this Agreement, Agreement and shall will be accurate in all material respects as of the Closing date of the consummation of the Merger as if made at as of the ClosingClosing Date.
Appears in 1 contract
Sources: Voting, Cooperation and Indemnification Agreement (Gsi Commerce Inc)
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement, Agreement Date and shall be accurate in all material respects as of the Closing Date as if made at on the ClosingClosing Date (except as to such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date), in each case, without giving effect to any materiality qualifications contained in such representations and warranties.
Appears in 1 contract
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been be accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Closing as if made at the Closing.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Documentum Inc)
Accuracy of Representations. Each of the representations and warranties made by of Parent and Merger Sub contained in this Agreement shall have been accurate in all material respects as of the date of this Agreement, Agreement and shall be accurate in all material respects as of the Closing Date as if made at on and as of the ClosingClosing Date, except where the failure of the representations and warranties of Parent and Merger Sub to be accurate (considered collectively) would not reasonably be expected to prevent the consummation of, or materially impair the ability of Parent and Merger Sub to consummate, the Merger.
Appears in 1 contract
Accuracy of Representations. Each All of the Parent and AHC’s representations and warranties made by Parent and Merger Sub in this Agreement (considered collectively), and each of these representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement, Agreement and shall be accurate in all material respects as of the time of the Closing as if made at the Closingthen made.
Appears in 1 contract
Accuracy of Representations. Each of the representations and warranties made by Parent and Merger Sub in this Agreement shall have been accurate in all material respects as 42. of the date of this Agreement, and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the ClosingScheduled Closing Time.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)