PARENT AND ACQUISITION SUB Clause Samples

The "Parent and Acquisition Sub" clause defines the roles and responsibilities of the parent company and its subsidiary that is formed specifically for the purpose of acquiring another company. Typically, this clause clarifies how the parent company will control or direct the actions of the acquisition subsidiary, and may outline the obligations each entity has in the transaction process. Its core practical function is to ensure that all parties understand the relationship and authority structure between the parent and the acquisition sub, thereby preventing confusion or disputes during the acquisition process.
PARENT AND ACQUISITION SUB. Parent and Acquisition Sub hereby represent and warrant to the Company as follows:
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PARENT AND ACQUISITION SUB. Except (a) as disclosed in the confidential letter delivered by Parent to the Company on the date of this Agreement (the “Parent Disclosure Letter”) or (b) as disclosed in any Parent SEC Report that was filed with or furnished to the SEC by Parent between January 1, 2016 and the day immediately prior to the date hereof and is publicly available (other than in any “risk factor” disclosure or any other forward looking statements or any other statements that are similarly cautionary, nonspecific or predictive in nature set forth therein), Parent and Acquisition Sub hereby represent and warrant to the Company as follows:
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PARENT AND ACQUISITION SUB. Parent shall cause Acquisition Sub to pay the Consideration set forth in Section 2.04 and to perform its other obligations under this Agreement.
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PARENT AND ACQUISITION SUB. Except as disclosed in the letter delivered by Parent and Acquisition Sub to the Company on the date of this Agreement (the “Parent Disclosure Letter”) in accordance with Section 10.12, Parent and Acquisition Sub hereby represent and warrant to the Company as follows:
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PARENT AND ACQUISITION SUB. Except (i) as disclosed in the Parent Disclosure Letter, or (ii) as disclosed in any Parent SEC Reports filed with or furnished to the SEC after December 31, 2017, but prior to the date hereof (other than in any “risk factor” disclosure or any other forward looking statements set forth therein), Parent and Acquisition Sub, as applicable, hereby represent and warrant to the Company as follows:
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PARENT AND ACQUISITION SUB. Each of Parent and Acquisition Sub, jointly and severally, represents and warrants to the Company Shareholder, AAI, AHA, ACNI and AHI that the representations, warranties, statements made in this Article III are true and correct as of the date of this Agreement and will be true and correct at Closing, except as specifically set forth in the schedules delivered by Parent and Acquisition Sub to the Company Shareholder, AAI, AHA, ACNI and AHI (the “Parent Disclosure Schedule“) provided, however, any disclosure made with reference to one or more sections of the Parent Disclosure Schedule shall be deemed disclosed with respect to each other Section of this Agreement as to which such disclosure is relevant provided that such relevance is reasonably apparent. Disclosure of any matter in the Parent Disclosure Schedule shall not be deemed an admission that such matter is material. Each of Parent and Acquisition Sub, jointly and severally, represents and warrants to the Company Shareholder, AAI, AHA, ACNI and AHI, as of the date of this Agreement and at Closing, as follows:
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PARENT AND ACQUISITION SUB. Parent and Acquisition Sub hereby represent and warrant to the Company as follows (it being understood that representations and warranties by Parent and by Acquisition Sub with respect to Acquisition Sub are made effective upon, and as of, the date of the Joinder):
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Related to PARENT AND ACQUISITION SUB

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB Parent and Acquisition Sub represent and warrant to the Company as follows:

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • Mergers and Acquisitions The Borrower will not, nor will the Borrower permit any of its Subsidiaries to, become a party to any merger or consolidation, or agree (i) the Borrower has provided the Agent with five (5) Business Days prior written notice of such Permitted Acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition and the material documents, agreements and instruments to be entered into in connection with such Permitted Acquisition; (ii) the business to be acquired would not subject the Banks or the Agent to regulatory or third party approvals in connection with the exercise of their rights and remedies under this Credit Agreement or any other Loan Documents; (iii) the business and assets so acquired shall be acquired by the Borrower or such Subsidiary free and clear of all liens (other than as permitted by (S)10.2 hereof) and all Indebtedness (other than as permitted by (S)10.1 hereof); (iv) the Borrower or such Subsidiary has taken all necessary actions to grant to the Agent a first priority perfected lien on all assets and stock to be acquired in connection with such Permitted Acquisition (other than Permitted Liens) and, to the extent applicable, has provided the Agent with all documents, agreements and information required pursuant to (S)9.13 hereof; (v) the Borrower has demonstrated to the reasonable satisfaction of the Agent, (A) that the Leverage Ratio as at the most recent fiscal quarter end is less than 4.50:1 and (B) based on a pro forma Compliance --- ----- Certificate, compliance with (S)11 hereof on a Pro Forma Basis immediately prior to and after giving effect to such Permitted Acquisition, including, that the Leverage Ratio remains less than 4.50:1 after giving effect to such Permitted Acquisition; and (vi) no Default or Event of Default has occurred and is continuing or would exist as a result of giving effect to such Permitted Acquisition; (d) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower, or (e) the merger or consolidation of two (2) or more Subsidiaries of the Borrower. In addition, in the event any new Subsidiary is formed as a result of or in connection with any acquisition, such new Subsidiary shall (unless such new Subsidiary is an Immaterial Subsidiary), simultaneously with such acquisition, become a guarantor of the Obligations and grant to the Agent for the benefit of the Agent and the Banks a first priority perfected lien on all of its assets. In the event any new Domestic Subsidiary (other than an Immaterial Subsidiary) is formed as a result of or in connection with any acquisition, simultaneously therewith, the Loan Documents shall be amended and/or supplemented as necessary to make the terms and conditions of the Loan Documents applicable to such Subsidiary. In the case of the Borrower forming or purchasing such Domestic Subsidiary, such Domestic Subsidiary (other than an Immaterial Subsidiary) shall become a guarantor hereunder, and shall grant to the Agent for the benefit of the Banks a perfected, first priority security interest in its assets, in accordance with the terms of the Security Agreement and the other Security Documents.