Representations and Warranties of the Purchaser and the Parent Clause Samples

Representations and Warranties of the Purchaser and the Parent. Each of the Purchaser and, where specified, the Parent represents and warrants to the Company, as of the date hereof and as of the Closing as follows:

Representations and Warranties of the Purchaser and the Parent. (1) Each of the Purchaser and the Parent represent and warrant to the Company as set forth in Schedule D and acknowledge and agree that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement. (2) Except for the representations and warranties set forth in this Agreement, neither the Purchaser, the Parent nor any other Person has made or makes any other express or implied representation and warranty, either written or oral, on behalf of the Purchaser or the Parent. (3) The representations and warranties of each of the Purchaser and the Parent contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated at the Effective Time.

Representations and Warranties of the Purchaser and the Parent. The Purchaser and the Parent hereby represent and warrant to the Shareholder as follows:

Representations and Warranties of the Purchaser and the Parent. (a) (i) The representations and warranties of the Purchaser and the Parent set forth in Paragraphs (1) [Organization and Qualification], (2) [Corporate Authorization] and (3) [Execution and Binding Obligation] of Schedule D shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and true and correct in all respects (except for de minimis inaccuracies, including as a result of transactions, changes, conditions, events or circumstances specifically permitted hereunder) as of the Effective Time as if made at and as of such time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date); and (ii) all other representations and warranties of the Purchaser and the Parent set forth in this Agreement shall be true and correct in all respects (disregarding for purposes of this Section 6.3(1)(a)(ii) any materiality or “material” qualification contained in any such representation or warranty) as of the date of this Agreement and as of the Effective Time as if made at and as of such time (except for representations and warranties made as of a specified date, such accuracy of which shall be determined as of such specified date), except in the case of this clause (ii) where the failure to be so true and correct in all respects has not and would not reasonably be expected to, individually or in the aggregate, materially impede or prevent the completion of the Arrangement, and (b) each of the Purchaser and the Parent has delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser or the Parent, as applicable, (in each case, without personal liability), addressed to the Company and dated the Effective Date.

Representations and Warranties of the Purchaser and the Parent. (1) Each of the Purchaser and the Parent hereby represents and warrants to the Company as set forth in Schedule D and acknowledges and agrees that the Company is relying upon the representations and warranties in connection with the entering into of this Agreement and the consummation of the Arrangement. (2) Except for the representations and warranties set forth in this Agreement and the instruments, agreements or certificates delivered by the Parent or Purchaser pursuant hereto, neither the Purchaser, the Parent nor any other Person has made or makes any other express or implied representation and warranty, either written or oral, on behalf of the Purchaser or the Parent, and the Company is not relying upon any representations and warranties of the Parent or Purchaser other than those expressly described in Section 3.2(1). (3) The representations and warranties of the Purchaser and the Parent contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

Representations and Warranties of the Purchaser and the Parent. The Purchaser and the Parent, severally, represent and warrant to the Company and the Seller that, as of the date of this Agreement and as of the Closing:

Representations and Warranties of the Purchaser and the Parent. (1) Except as set forth in the Parent Filings (excluding any cautionary language and any disclosures set forth in any “risk factor” section or market risk section and in any section relating to forward looking statements, it being understood that any matter disclosed in the Parent Filings will not be deemed disclosed for purposes of the representations in Paragraphs (2), (3), (6) and (21) of Schedule D), each of the Purchaser and Parent jointly and severally represent and warrant to the Company as set forth in Schedule D and acknowledge and agree that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement. (2) Except for the representations and warranties set forth in this Agreement or in any certificate delivered pursuant to the terms hereof, neither the Purchaser or the Parent nor any other Person has made or makes, and the Company has not relied upon, any other express or implied representation and warranty, either written or oral, on behalf of the Purchaser or the Parent. (3) The representations and warranties of each of the Purchaser and the Parent contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated at the Effective Time.

Representations and Warranties of the Purchaser and the Parent. Each of the Purchaser and the Parent represents and warrants to each of the Stockholders that the Purchaser and the Parent has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by each of the Purchaser and the Parent of this Agreement and the consummation by the Purchaser and the Parent of the transactions contemplated hereby have been duly authorized by the Board of Directors of each of the Purchaser and the Parent, and no other corporate action on the part of the Purchaser or the Parent is necessary to authorize the execution, delivery or performance by the Purchaser and the Parent of this Agreement and the consummation by the Purchaser and the Parent of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and the Parent and is a valid and binding agreement of the Purchaser and the Parent, enforceable against each of them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally and except as may be limited by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Representations and Warranties of the Purchaser and the Parent. Each of the Purchaser and the Parent hereby represents and warrants to the Shareholder as follows, and acknowledges that each of the Shareholders is relying upon such representations and warranties in entering into this Agreement: (a) Each of the Purchaser and the Parent is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and each of the Purchaser and the Parent has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its respective obligations hereunder; (b) this Agreement has been duly executed and delivered by each of the Purchaser and the Parent and constitutes a legal, valid and binding agreement enforceable by the Shareholders against the Purchaser and the Parent in accordance with its terms, except as may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (c) none of the execution and delivery by the Purchaser and the Parent of this Agreement or the compliance by the Purchaser or the Parent with their respective obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any organizational documents of the Purchaser or the Parent; (ii) any contract to which the Purchaser or the Parent is a party or by which the Purchaser or the Parent is bound; (iii) any judgment, decree, order or award of any Governmental Authority; or (iv) any applicable Law, except in each case as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Purchaser or the Parent to perform their respective obligations hereunder or that would reasonably be expected to prevent or materially delay the completion of the Arrangement; and (d) there are no legal proceedings in progress or pending against or, to the knowledge of the Purchaser and the Parent, threatened against the Purchaser or the Parent or any of their respective Affiliates that would adversely affect in any manner the ability of the Purchaser or the Parent to enter into this Agreement and to perform their respective obligations hereunder or that would reasonably be expected to p...