REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 10 contracts
Sources: Merger Agreement (Petsmart Inc), Merger Agreement (Cumulus Media Inc), Merger Agreement (Dollar General Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to on the execution of this Agreement date hereof (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 6 contracts
Sources: Merger Agreement (Instructure Inc), Merger Agreement (Omnicomm Systems Inc), Merger Agreement (Ellie Mae Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent represents and warrants to Company that, except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to simultaneously with the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as followsAgreement:
Appears in 5 contracts
Sources: Merger Agreement (Resonate Blends, Inc.), Merger Agreement (Pioneer Power Solutions, Inc.), Merger Agreement (Cleanspark, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as Parent and Merger Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in the disclosure letter delivered supplied by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”)") and dated as of the date hereof, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 5 contracts
Sources: Merger Agreement (Phazar Corp), Merger Agreement (Phazar Corp), Merger Agreement (P Com Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution and delivery by Parent and Merger Sub of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 5 contracts
Sources: Merger Agreement (El Paso Electric Co /Tx/), Merger Agreement (Advisory Board Co), Merger Agreement (Empire District Electric Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to concurrently with the execution of this Agreement (the “Parent Acquiror Disclosure Letter”), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 5 contracts
Sources: Merger Agreement (AMICAS, Inc.), Merger Agreement (Emageon Inc), Merger Agreement (Emageon Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), each of Parent and Merger Sub jointly hereby represents and severally represent and warrant warrants to the Company as follows:
Appears in 4 contracts
Sources: Merger Agreement (Bankrate, Inc.), Merger Agreement (Bankrate Inc), Merger Agreement (BEN Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in writing in the disclosure letter delivered supplied by Parent and Merger Sub to the Company immediately prior to dated as of the execution date hereof and certified by a duly authorized executive officer of this Agreement each of Parent and Merger Sub (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 4 contracts
Sources: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 4 contracts
Sources: Agreement and Plan of Merger (Elkcorp), Merger Agreement (BMCA Acquisition Sub Inc.), Merger Agreement (Elkcorp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to as of the execution of this Agreement date hereof (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 4 contracts
Sources: Merger Agreement (LogicBio Therapeutics, Inc.), Merger Agreement (Qad Inc), Merger Agreement (Qad Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Subject to such exceptions as are disclosed in the disclosure letter Parent Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”)Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (AMICAS, Inc.), Merger Agreement (Merge Healthcare Inc), Merger Agreement (AMICAS, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter Parent Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”)Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (Ivillage Inc), Merger Agreement (Ivillage Inc), Merger Agreement (Promotions Com Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed Subject to the exceptions and disclosures set forth in writing in the disclosure letter delivered by Parent to the Company immediately prior to on the execution of this Agreement Effective Date (the “Parent Disclosure Letter”), each of the Parent and Merger Sub Sub, jointly and severally represent severally, represents and warrant warrants to the Company and the Stockholder Parties as follows:
Appears in 3 contracts
Sources: Agreement and Plan of Merger, Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to on the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (Innophos Holdings, Inc.), Merger Agreement (Monotype Imaging Holdings Inc.), Merger Agreement (Nutraceutical International Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as Parent and Merger Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in writing in the disclosure letter delivered supplied by Parent to the Company immediately prior to dated as of the execution date hereof and certified by a duly authorized officer of this Agreement Parent (the “Parent Disclosure LetterPARENT DISCLOSURE LETTER”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (One2one Living Corp), Merger Agreement (Terra Tech Corp.), Merger Agreement (Soefl Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise disclosed in the disclosure letter delivered by Parent to the Company immediately in a letter delivered to it prior to the execution of this Agreement hereof (which letter shall contain appropriate references to identify the representations and warranties herein to which the information in such letter relates) (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (Wilmar Holdings Inc), Merger Agreement (Wilmar Industries Inc), Merger Agreement (Waxman Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by the Parent and Merger Sub to Company on the Company immediately prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (Natus Medical Inc), Merger Agreement (Blue Nile Inc), Merger Agreement (Cvent Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement hereof (the “"Parent Disclosure Letter”") or as disclosed with reasonable specificity in the Parent Reports (as defined in Section 5.7), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsthat:
Appears in 3 contracts
Sources: Merger Agreement (Mitchell Energy & Development Corp), Agreement and Plan of Merger (Devon Energy Corp/De), Merger Agreement (Devon Energy Corp/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding section or subsection of the disclosure letter delivered by Parent to the Company immediately prior to contemporaneously with the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Sources: Merger Agreement (Paramount Gold Nevada Corp.), Merger Agreement (Paramount Gold & Silver Corp.), Merger Agreement (Coeur Mining, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as Parent and Merger Sub represent and warrant to the Company, subject to the exceptions specifically disclosed in writing in the disclosure letter delivered by Parent to the Company immediately prior to dated as of the execution of this Agreement date hereof (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:set forth below.
Appears in 3 contracts
Sources: Merger Agreement (Millennium Ethanol, LLC), Merger Agreement (Green Plains Renewable Energy, Inc.), Merger Agreement (US BioEnergy CORP)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section of the Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”) (and subject to Section 9.14 hereof), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (Integrated Circuit Systems Inc), Merger Agreement (Integrated Device Technology Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement hereof (the “"Parent Disclosure Letter”") or as disclosed with reasonable specificity in the Parent Reports (as defined in Section 6.7), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsthat:
Appears in 2 contracts
Sources: Merger Agreement (Baker Hughes Inc), Merger Agreement (Western Atlas Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter Disclosure Letter of even date herewith delivered by Parent and Merger Sub to the Company immediately prior to concurrently with the execution of this Agreement (the “"Parent Disclosure Letter”") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as followsthat:
Appears in 2 contracts
Sources: Merger Agreement (Covance Inc), Merger Agreement (Parexel International Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter letter, dated as of the date of this Agreement and delivered by Parent to the Company immediately prior to in connection with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), which disclosure shall be subject to Section 9.12, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (U.S. Renal Care Inc), Merger Agreement (Dialysis Corp of America)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the written disclosure letter delivered by Parent to the Company immediately prior to in connection with the execution and delivery of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (National Atlantic Holdings Corp), Merger Agreement (National Atlantic Holdings Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company immediately by Parent on or prior to the execution of entering into this Agreement (the “Parent Disclosure Letter”"PARENT DISCLOSURE LETTER"), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:
Appears in 2 contracts
Sources: Merger Agreement (Augat Inc), Merger Agreement (Clearview Cinema Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement hereof (the “"Parent Disclosure Letter”") or as disclosed with reasonable specificity in the Parent Reports (as defined in Section 4.7), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsthat:
Appears in 2 contracts
Sources: Merger Agreement (Devon Energy Corp/De), Merger Agreement (Ocean Energy Inc /Tx/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (Allete Inc), Merger Agreement (Allete Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the separate disclosure letter which has been delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure LetterSchedule”), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as of the date hereof as follows:
Appears in 2 contracts
Sources: Merger Agreement (Thestreet, Inc.), Merger Agreement (theMaven, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter (subject to Section 9.12(c) of this Agreement) delivered by Parent to the Company immediately by Parent prior to the execution of entering into this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:
Appears in 2 contracts
Sources: Merger Agreement (Lowrance Electronics Inc), Merger Agreement (Simrad Yachting As)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section of the Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”") (and subject to Section 9.12 hereof), Parent and Merger Sub jointly and severally represent hereby represents and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (Variagenics Inc), Merger Agreement (Hyseq Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company that except as follows:set forth in the disclosure letter delivered to the Company on the date of this Agreement ("Parent Disclosure Letter"):
Appears in 2 contracts
Sources: Merger Agreement (SFX Entertainment Inc), Agreement and Plan of Merger (Clear Channel Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately by Parent on or prior to the execution of entering into this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:
Appears in 2 contracts
Sources: Merger Agreement (Abr Information Services Inc), Merger Agreement (Oerlikon Buhrle Usa Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”Letter (subject to Section 8.3(b)), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (SP Plus Corp), Merger Agreement (SP Plus Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in set forth on the disclosure letter dated as of the date of this Agreement and delivered by Parent and Merger Sub to the Company immediately on or prior to the execution date of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (Lyondell Chemical Co), Agreement and Plan of Merger (AI Chemical Investments LLC)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by the Parent to and Merger Sub on the Company immediately prior to the execution of this Agreement date hereof (the “Parent Disclosure Letter”), the Parent and Merger Sub Sub, jointly and severally severally, hereby represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (Haynes International Inc), Merger Agreement (Haynes International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by of Parent to the Company immediately prior to the execution of this Agreement attached hereto as Exhibit D (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (Edison Schools Inc), Merger Agreement (Edison Schools Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the a separate disclosure letter which has been delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”)Agreement, each of Parent and Merger Sub jointly and severally hereby represent and warrant to the Company that as followsof the date hereof:
Appears in 2 contracts
Sources: Merger Agreement (Epicor Software Corp), Merger Agreement (Activant Solutions Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Parent and Merger Sub represent and warrant to the Company, except as disclosed set forth in the disclosure letter delivered supplied by Parent to and Merger Sub dated as of the Company immediately prior to the execution of this Agreement date hereof (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization (McData Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the corresponding section of the separate disclosure letter which has been delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (Bally Technologies, Inc.), Merger Agreement (SHFL Entertainment Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure Parent SEC Reports or the letter dated the date of this Agreement and delivered by Parent to the Company immediately prior to by Parent concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (Renewable Innovations, Inc.), Merger Agreement (Tiger X Medical, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to on the execution of this Agreement (the “Parent Disclosure Letter”)date hereof, Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (RealPage, Inc.), Merger Agreement (Mobileiron, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution and delivery by Parent and Merger Sub of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 2 contracts
Sources: Merger Agreement (Mikros Systems Corp), Merger Agreement (Schulman a Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section of the Disclosure Letter delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”") (and subject to Section 9.13 hereof), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Immunex Corp /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”)) simultaneously with the execution of this Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Chattem Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Realogy Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter that document of even date herewith delivered by Parent to the Company immediately prior to the execution and delivery of this Agreement (the “Parent Disclosure LetterSchedule”), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Pixelworks Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in set forth on the disclosure letter dated as of the date of this Agreement and delivered by Parent and Merger Sub to the Company immediately on or prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Huntsman CORP)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company immediately prior to by Parent concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:, except to the extent disclosed in the section of the disclosure letter dated the date of this Agreement and delivered by Parent with respect to this Agreement on or prior to the date hereof (the “Parent Disclosure Letter”):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement hereof (the “"Parent Disclosure Letter”") or as disclosed with reasonable specificity in the Parent Reports (as defined in Section 6.7), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:that: SECTION
Appears in 1 contract
Sources: Merger Agreement (Baker Hughes Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure LetterSchedule”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except With respect to any Section of this Article IV, except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to on the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section or subsection of the Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and the Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent ▇▇▇▇▇▇ and Merger Sub to the Company immediately prior to on the execution of this Agreement Date (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to on the execution date of this Agreement and signed by an executive officer of Parent (the “Parent Disclosure Letter”"PARENT DISCLOSURE LETTER"), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Act Networks Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter dated as of the date of this Agreement and delivered by Parent ▇▇▇▇▇▇ and Merger Sub to the Company immediately on or prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to the execution and delivery of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Ingredion Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section or subsection of the Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and the Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Sonosite Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter schedules delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as followsthat:
Appears in 1 contract
Sources: Merger Agreement (Cryolife Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the confidential disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsthat:
Appears in 1 contract
Sources: Merger Agreement (CDK Global, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to by Parent concurrently with the execution and delivery of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter Disclosure Letter delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), which identifies items of disclosure by reference to a particular Section or subsection of this Agreement, Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Peco Ii Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to in connection with the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Zendesk, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section of the Disclosure Letter delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”") (and subject to Section 9.13 hereof), ------------------------ Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Amgen Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter letter, dated as of the date of this Agreement, delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Subject to Section 9.04(j), except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution and delivery by Parent and Merger Sub of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Gas Natural Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately by Parent on or prior to the execution of entering into this Agreement (the “Parent Disclosure Letter”"PARENT DISCLOSURE LETTER"), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:
Appears in 1 contract
Sources: Merger Agreement (Ceridian Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter Parent Disclosure Letter delivered by Parent to the Company immediately prior to on the execution of this Agreement Date (the “Parent Disclosure Letter”), Parent and each of Merger Sub jointly and severally represent Parent represents and warrant warrants to the Company as follows:
Appears in 1 contract
Sources: Agreement and Plan of Merger (Poseida Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by the Parent and Merger Sub to Company on the Company immediately prior to the execution date of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:: 4.1
Appears in 1 contract
Sources: Merger Agreement (Marketo, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Metromedia International Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”Schedule"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Crane James R)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter dated as of the date of this Agreement and delivered by Parent Pa▇▇▇▇ ▇nd Merger Sub to the Company immediately on or prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except 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 that, except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed is provided in the disclosure letter delivered by Parent to the Company immediately at or prior to the execution of this Agreement by Parent (the “Parent Disclosure Letter”"PARENT DISCLOSURE SCHEDULE"), Parent represents and Merger Sub jointly and severally represent and warrant warrants to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to Company on the Company immediately prior to the execution date of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Clear Channel Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the corresponding sections or subsections of the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Affinity Gaming)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to the execution of this Agreement (the “"Parent Disclosure Letter”"), each of Parent and Merger Sub hereby jointly and severally represent represents and warrant warrants to the Company as followsCompany:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to on the execution date of this Agreement and signed by an executive officer of Parent (the “"Parent Disclosure Letter”"), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Clarent Corp/Ca)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Each of Parent and Merger Sub hereby represents and warrants to the Company that, except as disclosed otherwise set forth in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), ) delivered by Parent and Merger Sub jointly and severally represent and warrant to the Company as followsconcurrently with the execution of this Agreement:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter letter, a true and correct copy of which has been delivered by Parent to the Company immediately on or prior to the execution date of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsand the Company Shareholders that:
Appears in 1 contract
Sources: Merger Agreement (Remec Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”"PARENT DISCLOSURE LETTER"), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Macdermid Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to by Parent concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to the Company immediately prior to on the execution of this Agreement Date (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (STAMPS.COM Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to on the Company immediately prior to the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally (in the case of Merger Sub, upon execution of the Joinder) hereby represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Kaleyra, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise disclosed in the disclosure letter delivered by Parent to the Company immediately in a letter (the "Parent Disclosure Letter") delivered to it by Parent prior to the execution of this Agreement (the “Parent Disclosure Letter”)Agreement, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as otherwise disclosed in the confidential disclosure letter delivered by Parent to the Company immediately prior to the execution and delivery of this Agreement Agreement, attached hereto as Annex V (the “Parent Disclosure Letter”), Parent and Merger Sub Sub, jointly and severally severally, hereby represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except Except, subject to the terms of Section 9.13, as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to on the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent and Merger Sub to Company on the Company immediately prior to the execution date of this Agreement (the “Parent Disclosure Letter”"PARENT DISCLOSURE LETTER"), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter corresponding section or subsection of the Disclosure Letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure LetterSchedule”‘), . Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 1 contract
Sources: Merger Agreement (Comdata Network, Inc. Of California)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to concurrently with the execution of this Agreement hereof (the “"Parent Disclosure Letter”"), Parent and Merger Sub Sub, jointly and severally severally, represent and warrant to the Company as followsthat:
Appears in 1 contract
Sources: Merger Agreement (Circle International Group Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter letter, a true and correct copy of which has been delivered by Parent to the Company immediately on or prior to the execution date of this Agreement (the “"Parent Disclosure Letter”"), Parent and Merger Sub jointly and severally represent and warrant to the Company as followsthat:
Appears in 1 contract
Sources: Merger Agreement (Remec Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”Letter (subject to Section 9.05), Parent and Merger Sub jointly and severally each represent and warrant to the Company as followsCompany:
Appears in 1 contract
Sources: Merger Agreement (Model N, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except (i) as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to on the execution date of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally hereby represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed Subject to the disclosures set forth in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and the Merger Sub jointly and severally Subs hereby represent and warrant to the Company and the Principal Company Stockholder as follows:
Appears in 1 contract
Sources: Merger Agreement (Lecg Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed set forth in the disclosure letter (subject to Section 8.13(c) of this Agreement) delivered by Parent to the Company immediately by Parent prior to the execution of entering into this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally each hereby represent and warrant to the Company as followsthat:
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