REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION Clause Samples
The "Representations and Warranties of Parent and Acquisition" clause sets out the specific statements of fact and assurances made by the parent company and the acquiring entity in a transaction. Typically, this clause covers matters such as the legal authority of the parent and acquisition entities to enter into the agreement, their financial condition, compliance with laws, and the absence of undisclosed liabilities or litigation. By requiring these parties to affirm the accuracy of key information, the clause helps allocate risk and ensures that the other party can rely on these statements when deciding to proceed with the transaction.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. Parent and Acquisition hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. 23 Section 3.1. Organization............................................................ 23 Section 3.2. Capitalization of Parent and its Subsidiaries........................... 24 Section 3.3. Authority Relative to this Agreement.................................... 25 Section 3.4. SEC Reports; Financial Statements....................................... 25 Section 3.5.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. 34 Section 4.1. Organization.................................................34 Section 4.2. Authority Relative to this Agreement.........................35 Section 4.3.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. Each of Parent and Acquisition, jointly and severally, represents and warrants to the Company and each Shareholder, knowing and intending that the Company and each Shareholder is relying thereon in entering into the transactions contemplated hereby, as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. Sub. Each of Parent and Acquisition Sub represents and warrants to the --- Stockholders as follows:
(a) Each of Parent and Acquisition Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
(b) Each of Parent and Acquisition Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of each of Parent and Acquisition Sub, and no other corporate proceedings on the part of Parent or Acquisition Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated.
(d) This Agreement has been duly and validly executed and delivered by each of Parent and Acquisition Sub and, assuming this Agreement constitutes a valid and binding obligation of each Stockholder, constitutes a legal and binding agreement of each of Parent and Acquisition Sub enforceable against each of Parent and Acquisition Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(e) The execution, delivery and performance by each of Parent and Acquisition Sub of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the constitutional documents of Parent or Acquisition Sub, (ii) assuming that all consents, authorizations and approvals contemplated by subsection (f) below have been obtained and all filings described therein have been made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent or Acquisition Sub or, any of their respective subsidiaries or properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) und...
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. Section 4.1 Organization and Qualification........................22 Section 4.2 Authorization of Agreement, Non-Contravention, Etc....23 Section 4.3
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. Parent and Acquisition hereby represent and warrant to the Stockholder that each is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by and on behalf of each of Parent and Acquisition and constitutes a legal, valid and binding obligation of each of Parent and Acquisition enforceable in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency, and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies). Except for the filings required under the HSR Act and the Exchange Act, exemptive filings under federal and state securities laws in connection with equity investments in Parent and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity or any other Person is necessary for the execution of this Agreement by and on behalf of each of Parent and Acquisition and the consummation by Parent and Acquisition of the transactions contemplated hereby, and (ii) none of the execution and delivery of this Agreement by Parent and Acquisition, the consummation of the transactions contemplated hereby nor the compliance with the terms hereof by Parent and Acquisition will conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, their respective certificate of incorporation or bylaws, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Parent or Acquisition, as the case may be, or to Parent's or Acquisition's, property or assets, as the case may be.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. Parent and Acquisition hereby represent and warrant to the Company, subject to the exceptions set forth in the Parent Disclosure Letter previously delivered by Parent to the Company (the "PARENT DISCLOSURE LETTER") and certified by a duly authorized officer of Parent (which exceptions shall specifically identify the Section, subsection or paragraph, as applicable, to which such exception relates), that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. Parent and Acquisition hereby jointly and severally represent and warrant to the Company, subject to the exceptions set forth in the Disclosure Schedule (the "Parent Disclosure Schedule") delivered by Parent to the Company (which exceptions shall qualify only the Section specifically identified and any other Section where it is reasonably clear that the disclosure is intended to apply to another Section) that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. Except as set forth in the disclosure schedule, dated the date hereof, delivered by Parent and Acquisition to the Company at or prior to delivery of this Agreement, Parent and Acquisition jointly and severally represent and warrant to the Company as follows: