Representations and Warranties of Acquiror and the Sub Sample Clauses
The "Representations and Warranties of Acquiror and the Sub" clause sets out the specific statements of fact and assurances that the acquiring company and its subsidiary make to the other party in a transaction. These typically cover matters such as the acquiror's legal authority to enter into the agreement, its financial condition, compliance with laws, and the absence of undisclosed liabilities. By clearly outlining these representations and warranties, the clause provides a basis for the other party to assess risk and seek remedies if any statements prove to be false, thereby ensuring transparency and trust in the transaction process.
Representations and Warranties of Acquiror and the Sub. As a material inducement to Sky King and the Sky King Shareholders to execute this Agreement and to consummate the Merger and the other transactions contemplated hereby, Acquiror and Sub hereby make the following representations and warranties to Sky King and the Sky King Shareholders.
(a) Corporate Existence and Power. Acquiror is a corporation duly incorporated, validly existing and in good standing under the laws of Bermuda, and the Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of Acquiror and the Sub has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except where the failure to have any of the foregoing would not have a Material Adverse Effect on their respective businesses. Each of Acquiror and the Sub is duly qualified to do business and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. Acquiror owns all of the issued and outstanding shares of capital stock of the Sub, and there are no other rights orobligations of Acquiror or the Sub to issue any other shares of capital stock of the Sub. The Sub has conducted no business activity other than in connection with the transactions contemplated by this Agreement. True, complete and correct copies of the Memorandum of Association and Byelaws of Acquiror and the Articles of Incorporation and Bylaws of Sub, each as amended to date, are attached hereto as Schedule 4.2(a) and are made a part hereof.
Representations and Warranties of Acquiror and the Sub. As a material inducement to HVJ and the HVJ Shareholder to execute this Agreement and to consummate the Merger and the other transactions contemplated hereby, Acquiror and Sub hereby make the following representations and warranties to HVJ and the HVJ Shareholder.
Representations and Warranties of Acquiror and the Sub. As a material inducement to NSE to execute this Agreement and to consummate the Merger and the other transactions contemplated hereby, Acquiror and Sub covenant and agree to make the following representations and warranties to NSE at the Effective Time: Material Adverse Effect as used herein shall be deemed to apply to Acquiror and its Subsidiaries taken as a whole.
Representations and Warranties of Acquiror and the Sub. As a material inducement to Rare Telephony and the Rare Telephony Shareholders to execute this Agreement and to consummate the Merger and the other transactions contemplated hereby, Acquiror and Sub hereby make the following representations and warranties to Rare Telephony and the Rare Telephony Shareholders.
(a) Corporate Existence and Power. Acquiror is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and the Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of Acquiror and the Sub has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except where the failure to have any of the foregoing would not have a Material Adverse Effect on their respective businesses. Each of Acquiror and the Sub is duly qualified to do business and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. Acquiror owns all of the issued and outstanding shares of capital stock of the Sub, and there are no other rights or obligations of Acquiror or the Sub to issue any other shares of capital stock of the Sub.
Representations and Warranties of Acquiror and the Sub. As a material inducement to Osage and the Osage Shareholders to execute this Agreement and to consummate the Merger and the other transactions contemplated hereby, Acquiror and Sub hereby make the following representations and warranties to Osage and the Osage Shareholders.
Representations and Warranties of Acquiror and the Sub. As a material inducement to Solsource and the Solsource Shareholders to execute this Agreement and to consummate the Merger and the other transactions contemplated hereby, Acquiror and Sub hereby make the following representations and warranties to Solsource and the Solsource Shareholders.