REPRESENTATIONS AND WARRANTIES OF ACQUIRER AND MERGER SUB Clause Samples
The "Representations and Warranties of Acquirer and Merger Sub" clause sets out the specific statements and assurances that the acquiring company and its merger subsidiary make to the other parties in a merger agreement. These representations typically cover the acquirer's legal authority to enter into the transaction, its financial condition, compliance with laws, and the absence of undisclosed liabilities or pending litigation. By providing these assurances, the clause helps ensure that the seller has accurate information about the acquirer’s status and capabilities, thereby allocating risk and supporting informed decision-making in the transaction.
REPRESENTATIONS AND WARRANTIES OF ACQUIRER AND MERGER SUB. Acquirer and Merger Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIRER AND MERGER SUB. Subject to the disclosures set forth in the disclosure letter of the Acquirer delivered to the Company concurrently with the parties’ execution of this Agreement (the “Acquirer Disclosure Letter”) (each of which disclosures, in order to be effective, shall clearly indicate the Section and, if applicable, the Subsection of this ARTICLE 3 to which it relates (unless and only to the extent the relevance to other representations and warranties is readily apparent), and each of which disclosures shall also be deemed to be representations and warranties made by Acquirer to the Company under this ARTICLE 3), the Acquirer represents and warrants to the Company, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIRER AND MERGER SUB. Except as set forth in the section of the disclosure schedules delivered to the Company by Acquirer on or prior to the date of this Agreement (the “Acquirer Disclosure Schedule”) that corresponds with the applicable subsection of Section 4.02, Acquirer and Merger Sub each represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF ACQUIRER AND MERGER SUB. Acquirer and Merger Sub hereby represent and warrant to the Company, that, except as Previously Disclosed:
REPRESENTATIONS AND WARRANTIES OF ACQUIRER AND MERGER SUB. In order to induce the Company to enter into this Agreement and consummate the transactions contemplated hereby, Acquirer and Merger Sub hereby each make the following representations and warranties to the Company, each of which representations and warranties is relied upon by the Company:
REPRESENTATIONS AND WARRANTIES OF ACQUIRER AND MERGER SUB. Acquirer and Merger Sub hereby jointly and severally represent and warrant to the Holders as of the date of this Agreement as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIRER AND MERGER SUB. Acquirer, and as applicable, Merger Sub, hereby represent and warrant that, except as set forth on the Acquirer Schedule of Exceptions delivered to Target as Exhibit 3.0 (which Exhibit may be updated in an immaterial manner up to the Closing):
REPRESENTATIONS AND WARRANTIES OF ACQUIRER AND MERGER SUB. Except as and to the extent disclosed in the Acquirer SEC Reports filed or furnished with the SEC on or after November 20, 2020 (the “Applicable Date”) and publicly available as of the Agreement Date (other than any disclosures set forth in any risk factor section, in any section relating to forward looking statements and any other disclosures included therein to the extent they are predictive, cautionary or forward-looking in nature), Acquirer and Merger Sub, jointly and severally, represent and warrant to the Company (and the Converting Holders as of the Agreement Date) as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIRER AND MERGER SUB. Each of Acquirer and Merger Sub hereby represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIRER AND MERGER SUB. Section 5.1 Organization and Standing; Corporate Power and Authority
Section 5.2 No Conflicts; Defaults; Consents
Section 5.3 No Proceedings; Compliance with Law Section 5.4 Brokers, Finders and Agents Section 5.5 Full Disclosure