REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 355 contracts
Sources: Merger Agreement (Accelerant Holdings), Agreement and Plan of Merger (Staar Surgical Co), Merger Agreement (Monogram Technologies Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 192 contracts
Sources: Merger Agreement (WideOpenWest, Inc.), Merger Agreement (Sigmatron International Inc), Agreement and Plan of Merger (Radius Recycling, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 187 contracts
Sources: Merger Agreement (Potbelly Corp), Agreement and Plan of Merger (WK Kellogg Co), Merger Agreement (Servotronics Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 167 contracts
Sources: Merger Agreement (Performant Healthcare Inc), Merger Agreement (Durect Corp), Merger Agreement (Dun & Bradstreet Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 97 contracts
Sources: Merger Agreement (Emeren Group LTD), Merger Agreement (Dada Nexus LTD), Agreement and Plan of Merger (Singular Genomics Systems, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company as follows:
Appears in 71 contracts
Sources: Agreement and Plan of Merger (Gambling.com Group LTD), Merger Agreement (Pactiv Evergreen Inc.), Merger Agreement (Aaron's Company, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 68 contracts
Sources: Merger Agreement (Metsera, Inc.), Merger Agreement (Morphic Holding, Inc.), Merger Agreement (Alpine Immune Sciences, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 66 contracts
Sources: Merger Agreement (Ruhnn Holding LTD), Merger Agreement (Highpower International, Inc.), Merger Agreement (Kongzhong Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as followsCompany:
Appears in 53 contracts
Sources: Merger Agreement (Dayforce, Inc.), Merger Agreement (Verizon Communications Inc), Merger Agreement (Frontier Communications Parent, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:
Appears in 49 contracts
Sources: Merger Agreement (2seventy Bio, Inc.), Merger Agreement (Avangrid, Inc.), Merger Agreement (Deciphera Pharmaceuticals, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company as follows:
Appears in 46 contracts
Sources: Merger Agreement (Landsea Homes Corp), Merger Agreement (LENSAR, Inc.), Merger Agreement (Asensus Surgical, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsthat:
Appears in 39 contracts
Sources: Merger Agreement (MeridianLink, Inc.), Merger Agreement (Brightcove Inc), Merger Agreement (Tzuo Tien)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as followsthat:
Appears in 39 contracts
Sources: Agreement and Plan of Merger (Paragon 28, Inc.), Agreement and Plan of Merger (Paragon 28, Inc.), Agreement and Plan of Merger (Zimmer Biomet Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub each hereby represent and warrant to the Company as followsthat:
Appears in 37 contracts
Sources: Merger Agreement (Guess Inc), Merger Agreement (GMS Inc.), Merger Agreement (SpringWorks Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsStockholders that:
Appears in 33 contracts
Sources: Merger Agreement (Revance Therapeutics, Inc.), Tender and Support Agreement (Potbelly Corp), Tender and Support Agreement (Revance Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company as follows:
Appears in 29 contracts
Sources: Merger Agreement (Timber Pharmaceuticals, Inc.), Merger Agreement (Timber Pharmaceuticals, Inc.), Merger Agreement (Zogenix, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company Stockholder as follows:
Appears in 24 contracts
Sources: Merger Agreement (IntraLinks Holdings, Inc.), Merger Agreement (Synchronoss Technologies Inc), Tender and Support Agreement (IntraLinks Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as followsthat:
Appears in 13 contracts
Sources: Merger Agreement (Stealth BioTherapeutics Corp), Merger Agreement (Rogers Corp), Merger Agreement
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Company as follows:
Appears in 12 contracts
Sources: Merger Agreement (Starrett L S Co), Merger Agreement (Starrett L S Co), Merger Agreement (Evolving Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Company as follows:
Appears in 10 contracts
Sources: Merger Agreement (89bio, Inc.), Merger Agreement (Rivulet Media, Inc.), Merger Agreement (Bio-Matrix Scientific Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent Sub, jointly and warrant severally, hereby represents and warrants to the Company as follows:
Appears in 9 contracts
Sources: Agreement and Plan of Merger (Zhongpin Inc.), Merger Agreement (Zhongpin Inc.), Merger Agreement (Winner Medical Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company Company, as follows:
Appears in 9 contracts
Sources: Merger Agreement (Powerschool Holdings, Inc.), Merger Agreement (Sybase Inc), Merger Agreement (Extended Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 9 contracts
Sources: Merger Agreement (American Medical Alert Corp), Merger Agreement (Impac Medical Systems Inc), Merger Agreement (Xcellenet Inc /Ga/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Shareholders as follows:
Appears in 8 contracts
Sources: Merger Agreement (Brickman Group LTD), Merger Agreement (Qualcomm Inc/De), Merger Agreement (Rogue Wave Software Inc /Or/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub each represent and warrant to the Company as follows:
Appears in 8 contracts
Sources: Merger Agreement (AvidXchange Holdings, Inc.), Merger Agreement (Supernus Pharmaceuticals Inc), Merger Agreement (Hecla Mining Co/De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise disclosed to the Company in the Parent Disclosure Letter, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 7 contracts
Sources: Merger Agreement (Unique Logistics International, Inc.), Merger Agreement (Lifepoint Health, Inc.), Merger Agreement (Multi Fineline Electronix Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsCompany:
Appears in 7 contracts
Sources: Merger Agreement (Doma Holdings, Inc.), Merger Agreement (Doma Holdings, Inc.), Merger Agreement (Mateon Therapeutics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 7 contracts
Sources: Merger Agreement (Whole Earth Brands, Inc.), Merger Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Quality Care Properties, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in the disclosure letter supplied by Parent to the Company (the "PARENT SCHEDULES"), as follows:
Appears in 7 contracts
Sources: Merger Agreement (HMT Technology Corp), Merger Agreement (Komag Inc /De/), Merger Agreement (HMT Technology Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and the Merger Sub represent and warrant to the Company as follows:
Appears in 7 contracts
Sources: Merger Agreement (Intersections Inc), Merger Agreement (Green Bancorp, Inc.), Merger Agreement (Green Bancorp, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company as followsthat:
Appears in 7 contracts
Sources: Merger Agreement (Mellanox Technologies, Ltd.), Merger Agreement (Ezchip Semiconductor LTD), Merger Agreement (Teva Pharmaceutical Industries LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub each hereby represent and warrant to the Company as follows:
Appears in 7 contracts
Sources: Merger Agreement (Forest City Realty Trust, Inc.), Merger Agreement (Emulex Corp /De/), Merger Agreement (Net2phone Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsCompany:
Appears in 6 contracts
Sources: Merger Agreement (Pc Tel Inc), Merger Agreement (Pc Tel Inc), Merger Agreement (Startek, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as followsBuyer and Seller that:
Appears in 6 contracts
Sources: Partnership Interests Purchase Agreement, Asset Purchase Agreement, Partnership Interests Purchase Agreement (Black Hills Corp /Sd/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:
Appears in 6 contracts
Sources: Agreement and Plan of Merger (NorthStar Healthcare Income, Inc.), Agreement and Plan of Merger (Industrial Property Trust Inc.), Agreement and Plan of Merger (Prologis, L.P.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 6 contracts
Sources: Merger Agreement (Journal Media Group, Inc.), Merger Agreement (Gannett Co., Inc.), Merger Agreement (Associated Materials Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant warrant, on a joint and several basis, to the Company as follows:
Appears in 6 contracts
Sources: Merger Agreement (Digital Realty Trust, L.P.), Merger Agreement (Genpact LTD), Agreement and Plan of Merger (Logan's Roadhouse of Kansas, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each hereby represents and warrant warrants to the Company as follows:
Appears in 6 contracts
Sources: Merger Agreement (Morgan Associates Inc), Merger Agreement (Kinder Richard D), Merger Agreement (Shiva Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Company Company, as of the date hereof and as of the Closing, as follows:
Appears in 5 contracts
Sources: Merger Agreement (Veeco Instruments Inc), Merger Agreement (Veeco Instruments Inc), Merger Agreement (Sourcefire Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 5 contracts
Sources: Merger Agreement (Computer Sciences Corp), Merger Agreement (Covansys Corp), Merger Agreement (Starbase Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Company as followsthat:
Appears in 5 contracts
Sources: Merger Agreement (ProFrac Holding Corp.), Merger Agreement (FTS International, Inc.), Merger Agreement (Rf Micro Devices Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company Company, as of the date hereof, as follows:
Appears in 5 contracts
Sources: Merger Agreement (Medicines Co /De), Merger Agreement (AIT Therapeutics, Inc.), Merger Agreement (AIT Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsCompany, that:
Appears in 5 contracts
Sources: Merger Agreement (American Educational Products Inc), Merger Agreement (Crown Central Petroleum Corp /Md/), Merger Agreement (Rosemore Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Stockholders as follows:
Appears in 4 contracts
Sources: Agreement and Plan of Merger and Reorganization (Rogue Wave Software Inc /Or/), Merger Agreement (Siebel Systems Inc), Agreement and Plan of Merger and Reorganization (Documentum Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Subject to Section 8.01(c), Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 4 contracts
Sources: Merger Agreement (Ats Medical Inc), Merger Agreement (Cuno Inc), Merger Agreement (Restore Medical, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to HL and the Company (each with respect to itself only) as follows:
Appears in 4 contracts
Sources: Business Combination Agreement (Numberbubble, S.A.), Business Combination Agreement (Schwarz Jeffrey E), Business Combination Agreement (Fusion Fuel Green LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company Acquired Companies as follows:
Appears in 3 contracts
Sources: Merger Agreement (Dot Hill Systems Corp), Merger Agreement (Websense Inc), Merger Agreement (Ditech Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent hereby represents and Merger Sub represent and warrant warrants to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (Petrohawk Energy Corp), Merger Agreement (BHP Billiton LTD), Business Combination Agreement (Rainbow Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub each represent and warrant to the Company as followsCompany:
Appears in 3 contracts
Sources: Merger Agreement (Momentive Performance Materials Inc.), Merger Agreement (Momentive Performance Materials Inc.), Merger Agreement (Cbeyond, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company Shareholders as follows:
Appears in 3 contracts
Sources: Tender and Voting Agreement (Cascade Corp), Tender and Voting Agreement (Warren Holdings, LLC), Tender and Voting Agreement (Cascade Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent jointly and warrant severally represents and warrants to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (Innophos Holdings, Inc.), Merger Agreement (Ubiquitel Inc), Agreement and Plan of Reorganization (Red Hat Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (RCS Capital Corp), Merger Agreement (FTT Holdings, Inc.), Merger Agreement (Agco Corp /De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant warrant, jointly and severally, to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (Parker Hannifin Corp), Merger Agreement (Telecommunication Systems Inc /Fa/), Merger Agreement (Horizon CMS Healthcare Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent Sub, jointly and warrant severally, hereby represents and warrants to the Company as followsthat:
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Gevity Hr Inc), Merger Agreement (Bradley Pharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Shareholder as follows:
Appears in 3 contracts
Sources: Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as Previously Disclosed, Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (Falmouth Bancorp Inc), Merger Agreement (Independent Bank Corp), Merger Agreement (Abington Bancorp Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Letter, Parent and Merger Sub represent and warrant to the Company as followsthat:
Appears in 3 contracts
Sources: Merger Agreement (Domtar CORP), Merger Agreement (Resolute Forest Products Inc.), Merger Agreement (Domtar CORP)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and its stockholders as follows:
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Corsair Communications Inc), Agreement and Plan of Reorganization (International Network Services), Merger Agreement (Intervisual Books Inc /Ca)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:that: 59
Appears in 3 contracts
Sources: Acquisition Agreement, Acquisition Agreement, Acquisition Agreement
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and each Seller as follows:
Appears in 3 contracts
Sources: Stock Purchase Agreement (Ontario Teachers Pension Plan Board), Stock Purchase Agreement (Paragon Trade Brands Inc), Stock Purchase Agreement (Paragon Trade Brands Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and the Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (Green Bancorp, Inc.), Merger Agreement (Green Bancorp, Inc.), Merger Agreement (SP Bancorp, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent represents and Merger Sub represent and warrant warrants to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (Plantronics Inc /Ca/), Merger Agreement (Alderwoods Group Inc), Merger Agreement (Service Corporation International)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (Gasco Energy Inc), Merger Agreement (Newfield Exploration Co /De/), Merger Agreement (Packaged Ice Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. In order to induce the Company to enter into and perform this Agreement, Parent and Merger Sub represent and warrant to the Company as follows:.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Zillow Inc), Merger Agreement (Zillow Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent ------------------------------------------------------- and Merger Sub represent and warrant to the Company as follows:
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Armstrong World Industries Inc), Merger Agreement (Armstrong World Industries Inc), Merger Agreement (Triangle Pacific Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company that, except for inaccuracies in the representations and warranties resulting from compliance by Parent and Merger Sub with any of their obligations under this Agreement or actions taken by Parent or Merger Sub in accordance with this Agreement and except as followsdisclosed in the Parent Disclosure Schedule:
Appears in 3 contracts
Sources: Merger Agreement (Adelphia Communications Corp), Agreement and Plan of Merger (Century Communications Corp), Merger Agreement (Century Communications Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. In order to induce Parent to enter into this Agreement, Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (Onesource Information Services Inc), Merger Agreement (Elantec Semiconductor Inc), Merger Agreement (Intersil Corp/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as followsset forth below:
Appears in 2 contracts
Sources: Merger Agreement (Segue Software Inc), Merger Agreement (Borland Software Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent hereby make the following representations and warrant warranties to the Company as followsand the Principal Shareholder:
Appears in 2 contracts
Sources: Merger Agreement (IElement CORP), Merger Agreement (Mailkey Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As a material inducement to the Company to enter into this Agreement, Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (Great Plains Holdings, Inc.), Agreement and Plan of Merger (Sba Communications Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows, to and for the benefit of the Holder Indemnitees, as follows:
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Myriad Genetics Inc), Agreement and Plan of Merger (Churchill Downs Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company Company, as follows:
Appears in 2 contracts
Sources: Merger Agreement (Motive Inc), Merger Agreement (Fusion Medical Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsseverally, but not jointly, that:
Appears in 2 contracts
Sources: Merger Agreement (Greka Energy Corp), Merger Agreement (Greka Energy Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Company as followsCompany:
Appears in 2 contracts
Sources: Merger Agreement (Workflow Management Inc), Merger Agreement (Workflow Management Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant warrant, jointly and severally, to the Company as followsthat:
Appears in 2 contracts
Sources: Merger Agreement (Diamond Resorts International, Inc.), Merger Agreement (Serena Software Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each represents and warrant warrants to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (Solta Medical Inc), Merger Agreement (Penn National Gaming Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent represents and Merger Sub represent and warrant warrants to the Company as followsCompany:
Appears in 2 contracts
Sources: Merger Agreement (Abbott Laboratories), Merger Agreement (Alere Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:set forth below.
Appears in 2 contracts
Sources: Merger Agreement (Elanco Animal Health Inc), Merger Agreement (Kindred Biosciences, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and the Merger Sub Sub, jointly and severally, represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (Fly Leasing LTD), Merger Agreement (Hewlett Packard Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows:.
Appears in 2 contracts
Sources: Merger Agreement (Everest Merger Sub, Inc.), Merger Agreement (Sport Chalet Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company Company, jointly and severally, as follows:set forth in this Article IV.
Appears in 2 contracts
Sources: Merger Agreement (MWI Veterinary Supply, Inc.), Merger Agreement (Amerisourcebergen Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As a material inducement to the Company to enter into and perform its obligations under this Agreement, Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (SPX Technologies, Inc.), Merger Agreement (Methode Electronics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and the Shareholders as followsset forth below:
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization and Merger (National Information Consortium), Agreement and Plan of Reorganization and Merger (National Information Consortium)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:: 38031572.13
Appears in 2 contracts
Sources: Merger Agreement (Apex Global Brands Inc.), Merger Agreement (Apex Global Brands Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as expressly set forth in this Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as followsthat:
Appears in 2 contracts
Sources: Merger Agreement (United Industrial Corp /De/), Merger Agreement (Textron Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub (when established) hereby, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 2 contracts
Sources: Merger Agreement (RDA Microelectronics, Inc.), Merger Agreement (Spreadtrum Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Signing Shareholders as follows:
Appears in 2 contracts
Sources: Merger Agreement (Inhale Therapeutic Systems Inc), Merger Agreement (Zitel Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and the Shareholders as follows:
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (American Business Information Inc /De), Merger Agreement (Caere Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. The Parent and Merger Sub represent and warrant to the Company as followsthat:
Appears in 2 contracts
Sources: Merger Agreement (ExlService Holdings, Inc.), Merger Agreement (ExlService Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsset forth in this Article III:
Appears in 2 contracts
Sources: Merger Agreement (Merit Medical Systems Inc), Merger Agreement (Quality Systems, Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent SEC Reports, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsand the Stockholders that:
Appears in 2 contracts
Sources: Merger Agreement (Dycom Industries Inc), Merger Agreement (Dycom Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, on a joint and several basis, represent and warrant to the Company as followsthat:
Appears in 2 contracts
Sources: Merger Agreement (GLORY STAR NEW MEDIA GROUP HOLDINGS LTD), Merger Agreement (Fuling Global Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in this Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as followsthat:
Appears in 2 contracts
Sources: Merger Agreement (Andrx Corp /De/), Merger Agreement (Watson Pharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby jointly and warrant severally represents and warrants to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (Hard Rock Hotel Inc), Merger Agreement (Morgans Hotel Group Co.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company Company, subject to the exceptions previously certified in writing by Parent or Merger Sub, as follows:
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Flycast Communications Corp), Merger Agreement (Cybermedia Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company as follows:set forth in this Article IV.
Appears in 2 contracts
Sources: Merger Agreement (Industrial Logistics Properties Trust), Merger Agreement (Monmouth Real Estate Investment Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Company as followsthat:
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Despegar.com, Corp.), Merger Agreement (Xbox Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. In order to induce the Company to enter into this Agreement, Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (At&t Inc.), Merger Agreement (Superclick Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsand the Sole Shareholder that:
Appears in 2 contracts
Sources: Merger Agreement (Retek Inc), Merger Agreement (HNC Software Inc/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub jointly and severally represent and warrant to Company and the Company Shareholders as follows:
Appears in 2 contracts
Sources: Merger Agreement (Goldleaf Financial Solutions Inc.), Merger Agreement (Geisel Brian R)