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. 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. 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. 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. Acquirer and Merger Sub represent and warrant to the Company that, except as set forth in a schedule attached to this Agreement from Acquirer and dated as of the Agreement Date, each of the representations, warranties and statements contained in the following Sections of this Article 4 is true and correct as of the Agreement Date and shall be true and correct on and as of the Closing Date. For all purposes of this Agreement, the statements contained in the Schedules shall also be deemed to be representations and warranties made and given by Acquirer and Merger Sub under Article 4.
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. 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. Acquirer and Merger Sub represent and warrant to the Company that, except as set forth in a numbered or lettered section of the letter addressed to the Company from Acquirer and dated as of the Agreement Date (including all Schedules thereto) that has been delivered by Acquirer to the Company concurrently herewith (the “Acquirer Disclosure Letter”) referencing a representation, warranty or statement herein, each of the representations, warranties and statements contained in the following Sections of this Article 4 is true and correct as of the Agreement Date and shall be true and correct on and as of the Closing Date. For all purposes of this Agreement, the statements contained in the Acquirer Disclosure Letter and its Schedules shall also be deemed to be representations and warranties made and given by Acquirer and Merger Sub under Article 4. Information disclosed in any numbered or lettered part of the Acquirer Disclosure Letter shall be deemed to relate to and to qualify the particular provision set forth in the corresponding numbered or lettered section of this Agreement and any other provision to which the relevance of such information is readily apparent from the text of such disclosure.
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. Section 4.01