Representations and Warranties of the Company, Parent and Merger Sub Sample Clauses
The 'Representations and Warranties of the Company, Parent and Merger Sub' clause sets out the specific statements of fact and assurances each party makes about their status, authority, and operations in connection with a merger or acquisition. These representations may include confirmation of legal existence, ownership of assets, absence of undisclosed liabilities, and compliance with laws. By clearly outlining these assurances, the clause allocates risk between the parties and provides a basis for remedies if any statements are later found to be untrue, thereby ensuring transparency and trust in the transaction.
Representations and Warranties of the Company, Parent and Merger Sub. Except as set forth in the corresponding sections or subsections of the disclosure letter, dated the date hereof, delivered by the Company to Parent or by Parent to the Company (each, a "Disclosure Letter", and the "Company Disclosure Letter" and the "Parent Disclosure Letter", respectively), as the case may be, the Company (except for subparagraphs (b)(ii), (b)(iii), (c)(ii), (q)(ii) and (v)(ii) below and references in paragraphs (a), (e) and (l) below to documents made available by Parent to the Company) hereby represents and warrants to Parent and Merger Sub, and Parent (except for subparagraphs (b)(i), (c)(i), (j), (p), (q)(i), (s), (t) and (v)(i) below and references in paragraphs (a), (e) and (l) below to documents made available by the Company to Parent), on behalf of itself and Merger Sub, hereby represents and warrants to the Company, that:
Representations and Warranties of the Company, Parent and Merger Sub. Each of the Company, Parent and Merger Sub hereby represents and warrants to the Investors on and as of the date hereof and on the Closing Date, knowing and intending their reliance hereon, that, except as set forth in (a) the disclosure schedules delivered on the date hereof (collectively, the “Disclosure Schedule”) or (b) the Company SEC Documents (other than any disclosures contained or referenced therein under the captions “Risk Factors” or “Forward-Looking Statements”, and any other forward looking statements contained therein) filed prior to March 8, 2019: