REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 13 contracts
Sources: Merger Agreement (Paychex Inc), Agreement and Plan of Merger (Paycor Hcm, Inc.), Merger Agreement (Navistar International Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth disclosed in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 6 contracts
Sources: Merger Agreement (Td Banknorth Inc.), Merger Agreement (Toronto Dominion Bank), Merger Agreement (Toronto Dominion Bank)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except as set forth in the Parent Disclosure SchedulePreviously Disclosed by Parent, Parent represents and warrants to the Company that:
Appears in 6 contracts
Sources: Merger Agreement (Transocean Ltd.), Merger Agreement (Transocean Ltd.), Agreement and Plan of Merger (Carmike Cinemas Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company thatas follows:
Appears in 5 contracts
Sources: Merger Agreement (Amis Holdings Inc), Merger Agreement (On Semiconductor Corp), Merger Agreement (Kratos Defense & Security Solutions, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth in the Parent Disclosure Schedule, regardless of whether the relevant Section herein refers to the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 3 contracts
Sources: Merger Agreement (St Paul Companies Inc /Mn/), Merger Agreement (St Paul Companies Inc /Mn/), Merger Agreement (Travelers Property Casualty Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.0512.05, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 3 contracts
Sources: Merger Agreement (Santander Holdings USA, Inc.), Merger Agreement (Santander Consumer USA Holdings Inc.), Merger Agreement (Santander Holdings USA, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05Section 11.06, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 3 contracts
Sources: Merger Agreement (Fogo De Chao, Inc.), Merger Agreement (Fogo De Chao, Inc.), Merger Agreement (Ruby Tuesday Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except as disclosed in any Parent SEC Document filed after December 31, 2008 and before the date of this Agreement or as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 3 contracts
Sources: Merger Agreement (Equinix Inc), Transaction Agreement (Partnerre LTD), Merger Agreement (Switch & Data Facilities Company, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.0514.04, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 3 contracts
Sources: Transaction Agreement (MSG Entertainment Spinco, Inc.), Transaction Agreement (MSG Entertainment Spinco, Inc.), Transaction Agreement (Madison Square Garden Co)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except as set forth in Article III and the Parent Disclosure Schedule, Parent hereby represents and warrants to the Company thatas follows:
Appears in 2 contracts
Sources: Merger Agreement (Republic First Bancorp Inc), Merger Agreement (Pennsylvania Commerce Bancorp Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except as set forth disclosed in the any Parent Disclosure ScheduleSEC Document, Parent represents and warrants to the Company that:
Appears in 2 contracts
Sources: Merger Agreement (Dover Downs Gaming & Entertainment Inc), Merger Agreement (Dover Motorsports Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth disclosed in the Parent Disclosure Schedule, Parent represents and warrants to the Company thatas follows:
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Palmsource Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, Article III hereof and except as set forth in the Parent Disclosure Schedule, Parent hereby represents and warrants to the Company thatas follows:
Appears in 2 contracts
Sources: Merger Agreement (North Fork Bancorporation Inc), Merger Agreement (Cbny Investment Services Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except as set forth in the Parent Disclosure ScheduleLetter, Parent represents and warrants to the Company that:
Appears in 2 contracts
Sources: Merger Agreement (Lumos Networks Corp.), Merger Agreement (Zep Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section Section 11.05, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 2 contracts
Sources: Merger Agreement (AssetMark Financial Holdings, Inc.), Merger Agreement (SS&C Technologies Holdings Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.0510.17, except as set forth disclosed in the Disclosure Schedules (the “Parent Disclosure ScheduleSchedules”) delivered by Parent to the Company on the date of this Agreement, Parent hereby represents and warrants to the Company thatas follows:
Appears in 1 contract
Sources: Merger Agreement (RYVYL Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth in the correspondingly numbered Section of the Parent Disclosure Schedule, Parent represents and warrants to the Company thatand the Contributors as follows:
Appears in 1 contract
Sources: Acquisition Agreement (Avalanche Biotechnologies, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company as of the date hereof and as of the Effective Time that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth specifically disclosed in the Parent SEC Documents or in the Parent Disclosure ScheduleSchedule referencing the specific Section, Parent hereby represents and warrants to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.0514.04, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.0512.05, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company as of the date hereof and as of the Effective Time that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Subject to Section 11.05, except Except as set forth in the Parent Disclosure Schedule, subject to Section 11.05, Parent represents and warrants to the Company that:
Appears in 1 contract