REPRESENTATIONS AND WARRANTIES OF PARENT AND PARENT MERGER SUBS Clause Samples
REPRESENTATIONS AND WARRANTIES OF PARENT AND PARENT MERGER SUBS. Except as disclosed in (a) the Parent SEC Documents filed or furnished since the Lookback Date, and publicly available prior to the date hereof (excluding any disclosures that are predictive, cautionary or forward looking in nature or any disclosures that are set forth in any “risk factor” or “forward-looking statements” sections or any similar precautionary sections), or (b) in the applicable section of the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”) (provided, that disclosure in any section of such Parent Disclosure Schedule shall apply only to the corresponding section of this Agreement, except to the extent that the relevance of such disclosure to another section or representation is reasonably apparent on its face), Parent and Parent Merger Subs represents and warrants to the Company, HoldCo and Merger Sub 1, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND PARENT MERGER SUBS. Section 4.1 Organization; Authority; Enforceability 43 Section 4.2 Non-contravention 45 Section 4.3 Capitalization 45 Section 4.4 Financial Statements 47 Section 4.5 Internal Controls and Procedures 48 Section 4.6 No Undisclosed Liabilities 48 Section 4.7 No Parent Material Adverse Effect 48 Section 4.8 Absence of Certain Developments 49 Section 4.9 Real Property 49 Section 4.10 Tax Matters 49 Section 4.11 Parent Material Contracts 51 Section 4.12 Intellectual Property 54 Section 4.13 Information Supplied 57 Section 4.14 Litigation 58 Section 4.15 Labor Matters 58 Section 4.16 Employee Benefits 59 Section 4.17 Insurance 60 Section 4.18 Compliance with Laws; Permits 60 Section 4.19 Environmental Matters 61 Section 4.20 Related Party Transactions 61 Section 4.21 Trade & Anti-Corruption Compliance 61 Section 4.22 Opinion of Financial Advisor 62 Section 4.23 Takeover Statutes 62 Section 4.24 Ownership of Company Common Stock 62 Section 4.25 Organization of Parent Merger Subs 62 Section 4.26 Sufficient Funds 62 Section 4.27 Brokerage 62 Section 4.28 No Other Representations and Warranties 63