REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 17 contracts
Sources: Merger Agreement (Phoenix Plus Corp.), Merger Agreement (Synergy CHC Corp.), Merger Agreement (Mount Knowledge Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 11 contracts
Sources: Merger Agreement, Merger Agreement, Merger Agreement (Covisint Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 11 contracts
Sources: Merger Agreement (Titanium Asset Management Corp), Merger Agreement (Hallwood Group Inc), Merger Agreement (Hallwood Trust /Tx/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in the written disclosure schedule delivered on or prior to the date hereof by Parent to the Company that is arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III (the "Parent Disclosure Schedule:"):
Appears in 6 contracts
Sources: Merger Agreement (Oxford Automotive Inc), Merger Agreement (Registry Inc), Merger Agreement (Registry Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to Company, subject to such exceptions as are specifically disclosed in writing in the disclosure letter and referencing a specific representation supplied by Parent to Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the "PARENT SCHEDULE"), except as set forth in Parent Disclosure Schedulefollows:
Appears in 6 contracts
Sources: Agreement and Plan of Reorganization (Forte Software Inc \De\), Merger Agreement (Realnetworks Inc), Agreement and Plan of Reorganization (Informix Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the Parent Disclosure Schedule, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 5 contracts
Sources: Merger Agreement (Cuseeme Networks Inc), Merger Agreement (First Virtual Communications Inc), Merger Agreement (Cuseeme Networks Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 4 contracts
Sources: Merger Agreement (Inrad Optics, Inc.), Merger Agreement (Arotech Corp), Merger Agreement (Tower International, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except as set forth in the disclosure schedule delivered to the Company on the date of this Agreement and signed by an executive officer of Parent (the "Parent Disclosure Schedule:"):
Appears in 4 contracts
Sources: Merger Agreement (Lipson David S), Merger Agreement (Integrated Systems Consulting Group Inc), Merger Agreement (Safeguard Scientifics Inc Et Al)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Subject to such exceptions as are disclosed in the Parent Disclosure Schedule, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 4 contracts
Sources: Merger Agreement (Baldor Electric Co), Merger Agreement (Health Grades Inc), Merger Agreement (Sonicwall Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company thatCompany, except as set forth in the Parent Disclosure Schedule, as follows:
Appears in 4 contracts
Sources: Merger Agreement (Ribogene Inc / Ca/), Merger Agreement (Cypros Pharmaceutical Corp), Merger Agreement (Cypros Pharmaceutical Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, that except as set forth in the Parent Disclosure ScheduleLetter delivered to the Company on the date hereof:
Appears in 4 contracts
Sources: Merger Agreement (Clear Channel Communications Inc), Merger Agreement (Amfm Inc), Merger Agreement (Clear Channel Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise set forth in the Parent Disclosure Schedule, Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 3 contracts
Sources: Merger Agreement (Healthequity, Inc.), Merger Agreement (Wageworks, Inc.), Merger Agreement (Medassets Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise set forth in the Parent Disclosure Schedule, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 3 contracts
Sources: Agreement and Plan of Merger and Reorganization (Dna Sciences Inc), Merger Agreement (Pharmaceutical Product Development Inc), Agreement and Plan of Merger and Reorganization (Axys Pharmecueticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the correspondingly numbered Section of the Parent Disclosure Schedule, Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Acreage Holdings, Inc.), Merger Agreement
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth in the written disclosure schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule:"):
Appears in 3 contracts
Sources: Merger Agreement (Adt Limited), Merger Agreement (Adt Limited), Merger Agreement (Tyco International LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 3 contracts
Sources: Merger Agreement (Gridsum Holding Inc.), Merger Agreement (iDreamSky Technology LTD), Merger Agreement (Sorrento Networks Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Subject to Section 10.5, except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 3 contracts
Sources: Merger Agreement (Gray Television Inc), Agreement and Plan of Merger (Nexstar Media Group, Inc.), Agreement and Plan of Merger (Tribune Media Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company thatCompany, that except as set forth in the corresponding sections or subsections of the Parent Disclosure ScheduleLetter delivered to the Company on the date hereof:
Appears in 3 contracts
Sources: Merger Agreement (Macdonald James L), Merger Agreement (Photronics Inc), Merger Agreement (Align Rite International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the disclosure schedule delivered by Parent and Merger SubSub to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 3 contracts
Sources: Merger Agreement (Aerosonic Corp /De/), Merger Agreement (Coleman Cable, Inc.), Merger Agreement (Technology Research Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly each and severally, hereby represent and warrant to the Company thatCompany, except as set forth in Parent the Parent's SEC Reports or the Parent's Disclosure ScheduleLetter:
Appears in 3 contracts
Sources: Merger Agreement (Constellation Brands Inc), Merger Agreement (Canandaigua B V), Merger Agreement (Ravenswood Winery Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to Company, subject to such exceptions as are specifically disclosed in writing in the disclosure letter and referencing a specific representation supplied by Parent or Merger Sub to Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the "Parent Schedule"), except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Sources: Merger Agreement (Digital Insight Corp), Merger Agreement (Digital Insight Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to Company, as of the Company thatdate hereof, except subject to such exceptions as set forth are specifically disclosed in writing in the disclosure schedule supplied by Parent Disclosure Scheduleto Company, dated as of the date hereof and certified by a duly authorized officer of Parent (the "PARENT DISCLOSURE SCHEDULE"), as follows:
Appears in 2 contracts
Sources: Merger Agreement (Precise Software Solutions LTD), Merger Agreement (Veritas Software Corp /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the disclosure schedule delivered to the Company on the date of this Agreement and signed by an executive officer of Parent (the "Parent Disclosure Schedule:"):
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (Meridian Data Inc), Agreement and Plan of Merger and Reorganization (Quantum Corp /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company thatas follows, except as set forth in forth, specifically with reference to a particular section below, on the Parent Disclosure Schedule:
Appears in 2 contracts
Sources: Merger Agreement (Cimarex Energy Co), Merger Agreement (Magnum Hunter Resources Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Sources: Merger Agreement (DallasNews Corp), Merger Agreement (Zimmer Biomet Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth disclosed in the Parent Disclosure ScheduleReports (as defined in Section 4.07) filed prior to the date of this Agreement:
Appears in 2 contracts
Sources: Merger Agreement (Suiza Foods Corp), Merger Agreement (Dean Foods Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company, as qualified by the disclosure schedule delivered by Parent to the Company that, except as set forth in concurrently herewith (the “Parent Disclosure Schedule”), as follows:
Appears in 2 contracts
Sources: Merger Agreement (Ubiquity Broadcasting Corp), Merger Agreement (Rimrock Gold Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Sources: Management Agreement (Resource Capital Corp.), Merger Agreement (Resource America, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in on the disclosure schedule delivered by Parent and Merger Sub to the Company concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Education Lending Group Inc), Merger Agreement (Cit Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the Parent Disclosure ScheduleSchedule or Parent SEC Documents:
Appears in 2 contracts
Sources: Merger Agreement (Chiles Offshore Inc/New/), Merger Agreement (Ensco International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and the Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulethe Schedules to this Agreement:
Appears in 2 contracts
Sources: Merger Agreement (Fti Consulting Inc), Merger Agreement (Readers Digest Association Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company thatCompany, except as subject to the information set forth in the disclosure letter delivered by Parent Disclosure and Merger Sub to the Company dated as of the date hereof (the "Parent Schedule:"), as follows: ---------------
Appears in 2 contracts
Sources: Merger Agreement (Remedy Corp), Merger Agreement (Peregrine Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth on the disclosure letter to be delivered by the Parent and the Merger Sub to the Company pursuant to Section 2.1 (the "Parent's Disclosure Schedule"), Parent and Merger SubSub each, jointly and severally, represent represents and warrant warrants to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Sources: Merger Agreement (Intellicall Inc), Merger Agreement (Intellicall Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in the disclosure schedule delivered to the Company on the date of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 2 contracts
Sources: Merger Agreement (Zayo Group LLC), Merger Agreement (Abovenet Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, jointly and severally, Sub each represent and warrant to the Company that, except as set forth in Parent Disclosure ScheduleCompany:
Appears in 2 contracts
Sources: Merger Agreement (Syneos Health, Inc.), Merger Agreement (Inovalon Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to Company, subject to such exceptions as are specifically disclosed in writing in the disclosure letter and referencing a specific representation supplied by Parent to Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the "Parent Schedule"), except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Sources: Merger Agreement (Nfront Inc), Merger Agreement (Digital Insight Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubExcept, jointly and severallysubject to Section 11.05, represent and warrant to the Company that, except as set forth in the Parent Disclosure Schedule, each of Parent and Merger Sub represents and warrants to the Company, as follows:
Appears in 2 contracts
Sources: Merger Agreement (Washington Dennis R), Merger Agreement (Atlas Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the Parent Disclosure Schedule, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Sources: Transaction Agreement (Dover Downs Gaming & Entertainment Inc), Merger Agreement (Intermec, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 2 contracts
Sources: Merger Agreement (Dakota Growers Pasta Co Inc), Merger Agreement (Wind River Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth in the written disclosure schedule delivered by Parent Disclosure Schedule:to the Company (the "PARENT DISCLOSURE SCHEDULE"):
Appears in 2 contracts
Sources: Merger Agreement (Aarow Environmental Group Inc), Merger Agreement (Precis Smart Card Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in the disclosure schedule attached hereto (the "Parent Disclosure Schedule:"):
Appears in 1 contract
Sources: Merger Agreement (Quiksilver Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and each Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the disclosure schedule delivered by Parent and the Merger Subs to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 1 contract
Sources: Merger Agreement (Diligent Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in the disclosure schedule delivered to the Company on the date of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth on the Parent Disclosure Schedule, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except and Stockholders as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Sources: Merger Agreement (Idi Global Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. With respect to any Section of this ARTICLE V, except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the Parent Disclosure Letter, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth on the Parent Disclosure Schedule, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except and Principal Stockholders as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Sources: Merger Agreement (Bennion Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company, subject only to exceptions disclosed in writing in the disclosure schedule supplied by Parent to the Company thatdated as of the date hereof and certified by a duly authorized officer of Parent (the “Parent Schedule”), except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company and to each of the Company Shareholders that, except as set forth in the written disclosure schedule delivered by Parent to the Company (the “Parent Disclosure Schedule:”):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Letter, Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Sources: Merger Agreement (Meet Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth follows (subject to such exceptions as are disclosed in the Parent Disclosure Schedule:):
Appears in 1 contract
Sources: Merger Agreement (Mitokor)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in the Disclosure Schedule dated and delivered by Parent to the Company as of the date hereof (the "Parent Disclosure Schedule:"):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company thatand the Holders as follows, except as set forth disclosed in the disclosure schedule accompanying this Agreement which is numbered to correspond to the section numbers in this Article 6 (the "Parent Disclosure Schedule:"):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise disclosed in the Parent disclosure schedule attached hereto (the "Parent Schedule"), Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, that except as set forth in the corresponding sections or subsections of the Parent Disclosure ScheduleLetter delivered to the Company on the date hereof:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except Except as set forth in any Parent Disclosure ScheduleSEC Reports and the disclosure schedules delivered by Parent to the Company pursuant hereto, each of Parent and Merger Sub represents and warrants to the Company, as of the date hereof and as of the Closing, as follows:
Appears in 1 contract
Sources: Merger Agreement (STG Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company thatas follows, except as set forth in the Parent Disclosure Schedule:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the corresponding section of the Company Disclosure Schedule, Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubExcept, jointly and severallysubject to Section 11.05, represent and warrant to the Company that, except as set forth in the Parent Disclosure Schedule, each of Parent and Merger Sub represents and warrants to the Company, as follows:
Appears in 1 contract
Sources: Merger Agreement (Sokol David L)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth disclosed in the disclosure schedules delivered by Parent to the Company simultaneously with the execution of this Agreement (the “Parent Disclosure Schedule:Schedules”):
Appears in 1 contract
Sources: Merger Agreement (Envestnet, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub, jointly Sub hereby represents and severally, represent and warrant warrants to the Company that, except as set forth in the written disclosure schedule delivered by Parent to the Company (the "Parent Disclosure Schedule:"):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the Disclosure Schedule delivered by Parent and Merger Sub to the Company on or prior to the execution of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 1 contract
Sources: Merger Agreement (Penton Media Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth on the Schedules to this Agreement, Parent and Merger SubSub (the “Parent Parties”), jointly and severally, hereby represent and warrant to the Company that, except as set forth disclosed in Parent Disclosure ScheduleSEC Documents:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company and the Shareholders that, except as set forth in the disclosure schedule attached hereto (the "Parent Disclosure Schedule:"): --------------------------
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to Company, subject to such exceptions as are specifically disclosed in writing in the disclosure schedule supplied by Parent to Company thatdated as of the date hereof (the "Parent Schedule") referencing a specific representation, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulethe disclosure schedule delivered to the Company concurrently with this Agreement, which shall state with particularity the representation and warranty herein, including section reference, to which such disclosure relates:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub, jointly and severally, Sub hereby represent and warrant to the Company thatCompany, except as set forth in on the Parent Disclosure Schedule, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule that specifically relates to a specific section or subsection of this Article V, Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 1 contract
Sources: Merger Agreement (SYSWIN Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in a disclosure schedule of Parent and Merger Sub delivered to the Company on the date of this Agreement, Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Sources: Merger Agreement (Embrex Inc /Nc/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in the written disclosure schedule previously delivered or, to the extent set forth below, to be delivered, by Parent to the Company (the "Parent Disclosure Schedule:"):
Appears in 1 contract
Sources: Merger Agreement (Inbrand Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant warrant, subject to exceptions disclosed on the Parent Disclosure Schedule, to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Sources: Merger Agreement (Ask Jeeves Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 1 contract
Sources: Merger Agreement (Vnu Group B.V.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company (the “Parent Disclosure Schedule”) simultaneously with the execution of this Agreement, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Sources: Merger Agreement (Roche Holding LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent to the Company (the "Parent Disclosure Schedule") simultaneously with the execution of this Agreement, Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Sources: Merger Agreement (Bioveris Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the disclosure schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule:"):
Appears in 1 contract
Sources: Merger Agreement (Osmonics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company, as qualified by the disclosure schedule delivered by Parent to the Company that, except as set forth in concurrently herewith (the “Parent Disclosure Schedule”) as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company that, except as set forth in a disclosure schedule dated as of the date hereof delivered by Parent Disclosure Scheduleto the Company:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, represent and warrant to the Company and Company Parent that, except as set forth in Parent Disclosure Schedulethe Schedules hereto:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the corresponding section of the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company, as qualified by the disclosure schedule delivered by Parent to the Company that, except as set forth in concurrently herewith (the “ Parent Disclosure ScheduleSchedule ”) as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company thatCompany, that except as set forth in the disclosure schedule dated the date hereof and delivered by Parent and Merger Sub to the Company (the “Parent Disclosure Schedule:”):
Appears in 1 contract
Sources: Merger Agreement (PHH Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub each represent and warrant to the Company that, as follows in each case except as set forth in Parent the Disclosure ScheduleSchedules:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth in the written disclosure schedule delivered by Parent to the Company (the "Parent Disclosure Schedule:"):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub jointly and severally, severally represent and warrant to the Company thatand the Insider Shareholders, except as set forth in the disclosure schedule prepared by the Parent and delivered by the Parent to the Company on the date of this Agreement (the "Parent Disclosure Schedule") as follows:
Appears in 1 contract
Sources: Merger Agreement (Titan Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub hereby represent and warrant to the Company thatas follows, except as set forth in Parent on the Disclosure ScheduleSchedule attached as Exhibit C hereto:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth on the Parent Disclosure Schedule, each of Parent and Merger Sub, jointly Sub represents and severally, represent and warrant warrants to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule, Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the corresponding section of the Disclosure Schedule delivered by Parent and Merger Sub to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Schedule:”):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the Parent Disclosure Letter, Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
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Sources: Merger Agreement
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub, jointly and severally, Sub represent and warrant jointly and severally to the Company that, except as set forth in with respect to a specifically identified representation and warranty on the Disclosure Schedule delivered by Parent Disclosure Schedule:to the Company prior to the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE"):
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections of the Parent Disclosure Schedule, Parent and Merger Sub, jointly and severally, Sub hereby represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
Appears in 1 contract
Sources: Merger Agreement (Ruthigen, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company thatCompany, except as set forth in the Parent Disclosure ScheduleLetter, as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. The Parent and Merger Sub, Sub hereby jointly and severally, severally warrant and represent to and warrant to covenant with the Company thatand the Shareholders, except as set forth in the Parent Disclosure Schedule, as follows:
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Sources: Merger Agreement (National Capital Management Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in Schedule A of the Company Disclosure Letter, Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except as set forth in Parent Disclosure Schedulefollows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company thatCompany, except as set forth in a disclosure schedule of Parent Disclosure Scheduleand Merger Sub delivered to the Company on the date of this Agreement, as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent Disclosure Schedule, Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise set forth on the Disclosure Schedule, Parent and Merger Sub, Sub hereby jointly and severally, severally represent and warrant to the Company that, except and the Company Equityholders as set forth in Parent Disclosure Schedulefollows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to the Company that, except as set forth in the disclosure schedule that has been prepared by Parent Disclosure Schedule:in accordance with the requirements of
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger SubSub hereby, jointly and severally, represent and warrant to the Company that, except as set forth in on the corresponding section of the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule:"): SECTION
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, Sub represent and warrant to to, and for the benefit of, the Company that, except as set forth in the Parent Disclosure Schedule delivered by Parent to the Company at or prior to the execution and delivery of this Agreement (the “Parent Disclosure Schedule”), the following are true:
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