REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB Sample Clauses
The "Representations and Warranties of Purchaser and Merger Sub" clause sets out the specific statements and assurances that the acquiring party and its subsidiary make to the seller in a merger or acquisition agreement. These typically include confirmations about their legal authority to enter into the transaction, their financial condition, and the absence of conflicts or legal impediments. By requiring these disclosures, the clause provides the seller with confidence in the buyer’s ability to complete the deal and helps allocate risk by allowing remedies if any statements are found to be false or misleading.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Purchaser and Merger Sub hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Each of Purchaser and Merger Sub hereby, jointly and severally, represents and warrants to the Stockholder as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Except as set forth in the corresponding sections of the disclosure letter, dated the date hereof, delivered by Purchaser and Merger Sub to the Company (the "Purchaser Disclosure Letter"), Purchaser and Merger Sub hereby --------------------------- represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Each of Purchaser and Merger Sub hereby, jointly and severally, represents and warrants to each Stockholder as follows:
a. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the United Kingdom, has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.
b. This Agreement has been duly authorized, executed and delivered by each of Purchaser and Merger Sub and constitutes the legal, valid and binding obligation of each of Purchaser and Merger Sub, enforceable against each of them in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other form of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.
c. Neither the execution and delivery of this Agreement nor the consummation by each of Purchaser and Merger Sub of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding or arrangement of any kind to which each of Purchaser and Merger Sub is not a party or bound. The consummation by each of Purchaser and Merger Sub of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to either Purchaser or Merger Sub, except for any necessary filing under the HSR Act, any pre-merger notification with the German Federal Cartel Office or state takeover laws.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Purchaser and Merger Sub hereby, jointly and severally, make as of the date hereof the representations and warranties to the Company that are set forth in this Article IV.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. As an inducement to the Company to enter into this Agreement and consummate the transactions contemplated hereby, Purchaser and Merger Sub each represent and warrant to the Company as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Except as set forth in the Disclosure Statement delivered by Purchaser and Merger Sub to the Company concurrently with the execution of this Agreement (the "Purchaser Disclosure Schedule"), Purchaser and Merger Sub hereby jointly and severally represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Except as Previously Disclosed, Purchaser and Merger Sub hereby jointly and severally represent and warrant to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Existence; Good Standing; Corporate Authority................ 10 4.2. Authorization; Validity and Effect of Agreements............. 11 4.3. Capitalization............................................... 11 4.4. Subsidiaries................................................. 11 4.5. No Conflict; Required Filings and Consents................... 11 4.6. Compliance................................................... 12 4.7.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Section 4.01