REPRESENTATIONS AND WARRANTIES BY BUYER AND PARENT Clause Samples
The "Representations and Warranties by Buyer and Parent" clause sets out the specific statements and assurances that the buyer and its parent company make to the seller regarding their authority, financial condition, and ability to complete the transaction. Typically, this clause covers matters such as the buyer's legal existence, power to enter into the agreement, absence of conflicts with other obligations, and the accuracy of information provided. By requiring these representations and warranties, the clause helps ensure that the seller can rely on the buyer's commitments and provides a basis for recourse if any statements prove to be false, thereby allocating risk and promoting transparency in the transaction.
REPRESENTATIONS AND WARRANTIES BY BUYER AND PARENT. Buyer represents and warrants to Seller and Shareholders as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES BY BUYER AND PARENT. Buyer and Parent --------------------------------------------------- each represent and warrant that:
(a) Buyer and Parent are duly organized and validly existing corporations in good standing under the laws of the State of Delaware, and Buyer is qualified to do business as a foreign corporation and is in good standing in the State of Pennsylvania.
(b) Buyer and Parent each has full corporate power and authority to enter into each of the Agreements to the extent it is a party thereto and to consummate the transactions contemplated hereby; the execution, delivery and performance by each of Buyer and Parent of each of the Agreements to which it is a party have been duly authorized by all requisite corporate action on the part of Buyer and Parent; each of the Agreements to which it is a party has been duly executed and. delivered by Buyer or Parent, as the case may be, and (assuming due execution and delivery by Seller of those Agreements to which it is a party) constitutes a valid and binding obligation of Buyer or Parent, as the case may be, enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally from time to time in effect.
(c) The Undertaking executed and delivered to Seller by Buyer at the Closing is valid in accordance with its terms and is effective to provide, as between Buyer and Seller, for the assumption by Buyer of all of the obligations and liabilities of Seller specified therein which are valid and binding obligations and liabilities of Seller.
(d) Neither Buyer nor Parent is a party to, subject to or bound by any material agreement or any judgment, award, order, writ, injunction, or decree of any court, governmental body or arbitrator which would conflict with or be breached by the execution, delivery or performance by it of this Agreement or which could prevent the carrying out of this Agreement.
(e) There is no action, suit or governmental, administrative, arbitration or regulatory proceeding or investigation pending or, to the best of Buyer's and Parent's knowledge, threatened against or relating to Buyer or Parent which could have a materially adverse effect on the transactions contemplated by this Agreement.
REPRESENTATIONS AND WARRANTIES BY BUYER AND PARENT. Each of the Buyer and Parent hereby represents and warrants to the Company and the Company Shareholders, in respect of itself, as of the date hereof and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date (except for such representations and warranties as are made only as of a specific date, which shall be made only as of such date), as follows:
REPRESENTATIONS AND WARRANTIES BY BUYER AND PARENT. (a) Buyer represents and warrants to Sellers that as of the date hereof:
REPRESENTATIONS AND WARRANTIES BY BUYER AND PARENT. Buyer and Parent, acknowledging that MFS is hereby, and in consummating the Closing will be, relying thereon, do hereby jointly and severely represent and warrant to MFS as follows, both as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES BY BUYER AND PARENT. Buyer represents and warrants to Seller as of the date hereof as follows: