REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Sample Clauses
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REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Section 4. 01Making of Representations and Warranties .
(a) Concurrently with the execution of this Agreement, ▇▇▇▇▇ has delivered to Company a schedule (the “Buyer Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article IV or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item on the Buyer Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Buyer that such item represents a material exception or fact, event or circumstance or that the item disclosed is, or would reasonably be expected to have, a Material Adverse Effect with respect to Buyer.
(b) Except (i) as set forth on the Buyer Disclosure Schedule; provided that any disclosures made with respect to a section of this Article IV shall be deemed only to qualify (1) any other section of this Article IV specifically referenced or cross-referenced and (2) other sections of this Article IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections, or (ii) as disclosed in any reports, forms, schedules, registration statements and other documents publicly filed by Buyer with the SEC since December 31, 2024 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), Buyer, Buyer Bank and Merger Sub hereby represent and warrant as set forth in this Article IV.
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Buyer and Merger Sub jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. As an inducement of the Company to enter into this Agreement, Buyer and the Merger Sub represent and warrant to the Company as follows, which representations and warranties are, as of the date hereof, and will be, as of the Closing Date, true and correct:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Buyer and Merger Sub jointly and severally represent and warrant to the Company and the Principal Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. 37 4.1. Organization.........................................................................................38 4.2. Capitalization of Buyer..............................................................................38 4.3. Authorization........................................................................................38 4.4. SEC Reports; Financial Statements; Books and Records.................................................39 4.5. No Conflicts.........................................................................................40 4.6. Approvals............................................................................................40 4.7. Merger Consideration.................................................................................40 4.8. Brokers' and Finders' Fees...........................................................................40 4.9. Board Approval; No Stockholder Approval Required.....................................................40 ARTICLE 5. CONDUCT PRIOR TO THE EFFECTIVE TIME...................................................................40 5.1. Conduct of Business of the Company...................................................................40 5.2. No Solicitation......................................................................................42
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Except as otherwise indicated on the Schedules, each of Buyer and Merger Sub represents and warrants to Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Except as disclosed in the Buyer Disclosure Schedule, Buyer and Merger Sub hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Buyer and Merger Sub, jointly and severally, represent and warrant to the Company that the statements contained in this Article IV are true and correct.
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Organization of Buyer and Merger Sub......................24 Section 4.2. Capitalization of Merger Sub..............................24
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Buyer and Merger Sub represent and warrant to the Principal Stockholders as follows:
a. Each of Buyer and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware.
b. Each of Buyer and Merger Sub has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Buyer and Merger Sub and the consummation by Buyer and Merger Sub of the transactions contemplated hereby have been duly authorized by the respective Boards of Directors of Buyer and Merger Sub and no other corporate proceedings on the part of Buyer or Merger Sub are necessary to authorize the execution and delivery of this Agreement by Buyer and Merger Sub and the consummation by them of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and Merger Sub and (assuming the valid authorization, execution and delivery of this Agreement by the Principal Stockholder) is a valid and binding obligation of each of Buyer and Merger Sub, enforceable against each of Buyer and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law).
c. The execution and delivery of this Agreement by Buyer and Merger Sub do not, and the performance of this Agreement by Buyer and Merger Sub will not, (i) conflict with or violate the certificate of incorporation or bylaws of Buyer or Merger Sub, (ii) conflict with or violate any law, rule, regulation or order applicable to Buyer or Merger Sub or by which any of their respective properties is bound, or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Lien on the properties or assets of Buyer or Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Merger Sub is a party or by which Buyer or Merger Sub or any of their respective properties is bound, except for...