REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):
Appears in 4 contracts
Sources: Merger Agreement (Allergan Inc), Merger Agreement (Inamed Corp), Merger Agreement (Inamed Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof schedules delivered by Parent to the Company simultaneously with the execution of this Agreement (the “"Parent Disclosure Letter”Schedules"):
Appears in 4 contracts
Sources: Merger Agreement (Canisco Resources Inc), Merger Agreement (Canisco Resources Inc), Merger Agreement (Ns Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except Company, subject to such exceptions as set forth are specifically disclosed in the disclosure letter dated as of the date hereof delivered schedule supplied by Parent to the Company (Stockholders and dated the “Parent Disclosure Letter”):date hereof, that on the date hereof, and as of the Closing as though made on the date hereof, as follows:
Appears in 3 contracts
Sources: Stock Purchase Agreement (Gametech International Inc), Stock Purchase Agreement (Novothy Gerald R), Stock Purchase Agreement (Gametech International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”Schedule (each schedule of which qualifies the correspondingly numbered section in this Agreement and any other section to which it is reasonably apparent on the face of such schedule that such schedule would qualify such other section):
Appears in 3 contracts
Sources: Merger Agreement (LCE Mexican Holdings, Inc.), Merger Agreement (Marquee Holdings Inc.), Merger Agreement (Amc Entertainment Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that Company, except as set forth in the a disclosure letter dated as of the date hereof schedule delivered by Parent to the Company concurrently herewith (the “"Parent Disclosure Letter”):Schedule"), as follows:
Appears in 3 contracts
Sources: Merger Agreement (Tyco Toys Inc), Merger Agreement (Corporate Advisors Lp), Merger Agreement (Goodrich B F Co)
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as specifically disclosed in the Parent Disclosure Schedule delivered by the Parent to Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), the Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):follows:
Appears in 2 contracts
Sources: Merger Agreement (National Holdings Corp), Merger Agreement (Vfinance Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that and each Shareholder that, except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):Schedule:
Appears in 2 contracts
Sources: Share Exchange Agreement (Lin Zhenzhu), Share Exchange Agreement (Heyu Biological Technology Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in follows (such representations and warranties (as well as other provisions of this Agreement) are qualified by the matters identified (with reference to the appropriate Section and, if applicable, subsection being qualified) on a disclosure letter dated as of schedule (the date hereof "Parent Disclosure Schedule") delivered by Parent to the Company (the “Parent Disclosure Letter”prior to execution of this Agreement):
Appears in 2 contracts
Sources: Merger Agreement (Dover Downs Entertainment Inc), Merger Agreement (Grand Prix Association of Long Beach Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants Except as otherwise disclosed on the disclosure schedule delivered to the Company that except as set forth in the disclosure letter dated as of by Parent on the date hereof delivered by (the "Parent Disclosure Schedule"), the Parent Companies hereby represent and warrant to the Company (the “Parent Disclosure Letter”):that:
Appears in 2 contracts
Sources: Merger Agreement (Harte Hanks Communications Inc), Merger Agreement (Dimark Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):that:
Appears in 2 contracts
Sources: Merger Agreement (AVX Corp), Merger Agreement (Photon Dynamics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as set forth in the Parent Disclosure Schedule delivered by Parent to the Company at or prior to the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE") or the Parent SEC Reports, Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):follows:
Appears in 2 contracts
Sources: Merger Agreement (Vlsi Technology Inc), Merger Agreement (Vlsi Technology Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as otherwise set forth in the Parent Disclosure Schedule delivered by Parent to the Company at or prior to the execution of this Agreement (the "Parent Disclosure Schedule"), Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):follows:
Appears in 2 contracts
Sources: Merger Agreement (Autogrill Acquisition Co), Merger Agreement (Host Marriott Services Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as set forth in the Parent Disclosure Schedule delivered to Company on the date of this Agreement (the “Parent Disclosure Schedule”), Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):that:
Appears in 2 contracts
Sources: Merger Agreement (Telewest Global Inc), Merger Agreement (NTL Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that Company, the Shareholders that, except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):Schedule:
Appears in 2 contracts
Sources: Share Exchange Agreement (Cardigant Medical Inc.), Share Exchange Agreement (Cardigant Medical Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in the Parent SEC Documents or the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):
Appears in 2 contracts
Sources: Merger Agreement (iVOW, Inc.), Merger Agreement (Crdentia Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as set forth in the disclosure schedule delivered by Parent to the Company on or prior to the date hereof (the “Parent Disclosure Schedule”), Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):that:
Appears in 2 contracts
Sources: Merger Agreement (Cn Bancorp Inc), Merger Agreement (Mercantile Bankshares Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof schedules delivered by Parent to the Company simultaneously with the execution of this Agreement (the “"Parent Disclosure Letter”):Schedules") and Parent Commission Documents (as defined in Section 4.7) filed prior to the date hereof:
Appears in 2 contracts
Sources: Merger Agreement (Honeywell Inc), Merger Agreement (Alliedsignal Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that and the Shareholders that, except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):Schedule:
Appears in 1 contract
Sources: Share Exchange Agreement (Sino Fortune Holding Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. The following representations and warranties by Parent to the Company and the Members are qualified by those disclosures and exceptions set forth in the Parent disclosure schedule (the “Parent Disclosure Schedule”). Parent hereby represents and warrants to the Company that except as set forth in and the disclosure letter dated Members as of the date hereof delivered by Parent to and as of the Company (the “Parent Disclosure Letter”):Closing as follows:
Appears in 1 contract
Sources: Business Combination Agreement (57th Street General Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as set forth in Parent Disclosure Schedule, Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):that:
Appears in 1 contract
Sources: Merger Agreement (Metropolitan Health Networks Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that that, except as set forth in the otherwise disclosed on a disclosure letter dated as of schedule delivered on or prior to the date hereof delivered by Parent to the Company by Parent (the “"Parent Disclosure Letter”):Schedule"): SECTION
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that Company, except as set forth in the disclosure letter dated as of the date hereof Disclosure Schedule delivered by Parent to the Company (the “Parent Disclosure Letter”):as follows:
Appears in 1 contract
Sources: Merger Agreement (Globespan Inc/De)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in follows (such representations and warranties (as well as other provisions of this Agreement) are qualified by the matters identified on a disclosure letter dated as of schedule (the date hereof "Parent Disclosure Schedule") delivered by Parent to the Company (the “Parent Disclosure Letter”):prior to execution of this Agreement): Section
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in follows (such representations and warranties (as well as other provisions of this Agreement)) are qualified by the matters identified (with reference to the appropriate Section and, if applicable, subsection being qualified) on a disclosure letter dated as of schedule (the date hereof "Parent Disclosure Schedule") delivered by Parent to the Company (the “Parent Disclosure Letter”prior to execution of this Agreement):
Appears in 1 contract
Sources: Merger Agreement (Earthweb Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Except as set forth in the Parent Disclosure Schedule delivered by Parent to the Company at or prior to the execution of this Agreement (the "Parent Disclosure Schedule") or the Parent SEC Reports (as defined below), Parent represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in follows (which representations and warranties as well as other provisions of this Agreement are qualified by the matters identified, with references to the appropriate Section and, if applicable, subsection, on a disclosure letter dated as of schedule (the date hereof "Parent Disclosure Schedule") delivered by Parent to the Company (the “Parent Disclosure Letter”prior to execution of this Agreement):
Appears in 1 contract
Sources: Merger Agreement (Suiza Foods Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that (except as set forth disclosed by Parent pursuant to this Agreement and in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):Schedules) as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except Except as set forth in the disclosure letter dated as of the date hereof schedules delivered by the Parent to the Company (the “Parent Disclosure LetterSchedule”):), the Parent represents and warrants to the Company and the Member that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to Company as follows (such representations and warranties (as well as other provisions of this Agreement) are qualified by the Company that except as set forth in matters identified on a disclosure schedule (the disclosure letter dated as of the date hereof "Parent Disclosure Schedule") delivered by Parent to the Company (the “Parent Disclosure Letter”):prior to execution of this Agreement).
Appears in 1 contract
Sources: Merger Agreement (Petrocorp Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that that, except as set forth in the disclosure letter dated as of the date hereof Disclosure Schedule delivered by Parent to the Company on or prior to the execution of this Agreement, which identifies exceptions by specific section reference (the “"Parent Disclosure Letter”Schedule"):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Company that except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):Schedule:
Appears in 1 contract
Sources: Merger Agreement (Vaxgen Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that and the Members that, except as set forth in the disclosure letter dated as of the date hereof delivered by Parent to the Company (the “Parent Disclosure Letter”):Schedule:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company that except as set forth in follows (such representations and warranties (as well as other provisions of this Agreement) are qualified by the matters identified (with references to the appropriate Section and, if applicable, subsection being qualified) on a disclosure letter dated as of schedule (the date hereof "Parent Disclosure Schedule") delivered by Parent to the Company (the “Parent Disclosure Letter”prior to execution of this Agreement):
Appears in 1 contract
Sources: Merger Agreement (Suiza Foods Corp)