REPRESENTATIONS AND WARRANTIES REGARDING PARENT Clause Samples
The "Representations and Warranties Regarding Parent" clause sets out specific statements and assurances made by the parent company in a transaction. These may include confirmations about the parent’s legal status, authority to enter into the agreement, financial condition, and compliance with laws. By providing these representations and warranties, the clause helps ensure that the other party can rely on the parent’s disclosures and holds the parent accountable if any statements are found to be false, thereby allocating risk and promoting transparency in the transaction.
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Section 3.01. Organization and Qualification 7 Section 3.02. Authorization of Agreement 8 Section 3.03. Approvals 8 Section 3.04. No Violation 8 Section 3.05. No Brokers 9 Section 3.06. Title to Securities 9
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Parent hereby represents and warrants to the Company and Contributors, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Parent represents and warrants, as of the date hereof and as of the Closing Date, as follows, except as disclosed in the Schedules to this Article II:
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Except as set forth in the Parent’s Disclosure Letter, the Parent represents and warrants to the Acquiror that:
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Parent hereby represents and warrants to the Company, the Executing Stockholders, the Executing Option Holders and the Non-Owner Participants that the following representations are true and complete as of the date hereof.
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Parent represents and warrants to Buyer as follows as of the Closing Date (except for representations and warranties that speak as of a specific date, in which case such representations and warranties shall be true and correct as of such date):
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Buyer hereby represents and warrants to the Investors that the following statements are true with respect to Parent:
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Parent hereby represents and warrants to the Company and Contributors, as of the date hereof, as follows: Section 5.1 Organization and Existence. Parent is a limited liability duly organized, validly existing and in good standing under the laws of the State of Delaware and has all powers and all governmental licenses, authorizations, consents and approvals required to own, lease and operate its property and to carry on its business as now conducted.
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Parent is a duly organized, validly existing corporation in good standing under the laws of the State of Delaware; Parent has the power and authority to execute, deliver, and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party; the execution, delivery, and performance of this Agreement and each Transaction Document to which it is a party has been consented to and approved in accordance with its Certificate of Incorporation and Bylaws; the execution and delivery of this Agreement by Parent, the consummation of the transactions contemplated herein by Parent, and the performance of the covenants and agreements of Parent herein or in any Transaction Document, will not, with or without the giving of notice or the lapse of time, or both, (i) violate or conflict with any of the provisions of its Certificate of Incorporation or bylaws, (ii) violate, conflict with or result in a breach or default under or cause termination of any term or condition of any mortgage, indenture, contract, license, permit, lease, instrument, trust document, or other agreement, document or instrument to which Parent is a party or by which Parent or any of its properties may be bound, or (iii)violate any provision of law, statute, rule, regulation, court order, writ, judgment, injunction, determination, award or decree, or ruling of any governmental authority, to which Parent is a party or by which Parent or its properties may be bound, where such violation in (i), (ii) or (iii) would cause any Transaction Document or this Agreement to be invalid or unenforceable; no consent or approval is required for the execution hereof or any Transaction Document by Parent or the consummation of any of the transactions contemplated herein or in any Transaction Document by Parent; and the Agreement and each Transaction Document to which Parent is a party constitutes a valid and legally binding obligation of Parent and is enforceable against Parent in accordance with its terms.
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Except (a) as disclosed in the Parent SEC Documents filed with the SEC prior to the date of this Agreement; provided that in no event shall any risk factor disclosure under the heading “Risk Factors” or disclosure set forth in any “forward looking statements” disclaimer or other general statements to the extent they are cautionary, predictive or forward looking in nature that are included in any part of any Parent SEC Document be deemed to be an exception to, or, as applicable, disclosure for purposes of, any representations and warranties of Parent contained in this Agreement; or (b) as set forth in the Seller Disclosure Schedules (each section of which qualifies the correspondingly numbered and lettered representation and warranty in this Article 5 to the extent specified therein and the representations and warranties in such other sections of this Agreement as to which the relevance of the disclosure is reasonably apparent on the face of such disclosure), Parent hereby represents and warrants to Buyer as follows: