REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES Sample Clauses
The "Representations and Warranties Regarding the Acquired Entities" clause sets out specific statements of fact and assurances made by the seller about the companies or assets being acquired. These statements typically cover aspects such as the financial condition, legal compliance, ownership of assets, and absence of undisclosed liabilities of the acquired entities. By providing these representations and warranties, the seller gives the buyer a basis for evaluating the true state of the business and offers recourse if any of the statements prove to be false, thereby allocating risk and ensuring transparency in the transaction.
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Except as set forth in and as qualified by the Disclosure Schedule the Seller, as of the date hereof, represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Except as set forth in Contributors’ Disclosure Schedules, each Contributor hereby severally, and not jointly, represents and warrants to Acquirer, as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Sellers represent and warrant (severally and not jointly) to Buyer (except as set forth in the Seller Disclosure Schedule) that, (i) as of the date hereof, (ii) solely with respect to the First Closing Acquired Entities, as of the First Closing Date, and (iii) solely with respect to the Second Closing Acquired Entities, as of the Second Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Section 6.01 Organization and Qualification 10 Section 6.02 Organizational Documents 10 Section 6.03 Capitalization 11 Section 6.04 Absence of Conflicts; Consents 11 Section 6.05 Permits; Compliance 12 Section 6.06 Financial Statements; Undisclosed Liabilities 13 Section 6.07 Absence of Certain Changes or Events 13 Section 6.08 Litigation 16 Section 6.09 Employees; Employee Relations 16 Section 6.10 Employee Benefit Matters 17 Section 6.11 Taxes 20 Section 6.12 Insurance 22 Section 6.13 Real Property 22 Section 6.14 Personal Property 23 Section 6.15 Material Contracts 24 Section 6.16 Related Party Transactions 27 Section 6.17 Accounts Receivable 27 Section 6.18 Bank Accounts; Derivative Transactions 28 Section 6.19 Customers 28 Section 6.20 Environmental Matters 28
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Except as set forth on the applicable Schedules attached hereto, each Investor hereby represents and warrants to the other Investor and to the Company as follows regarding such Investor’s applicable Acquired Entities:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Section 6.01 Organization and Qualification 10 Section 6.02 Organizational Documents 10 Section 6.03 Capitalization 11 Section 6.04 Absence of Conflicts; Consents 12 Section 6.05 Permits; Compliance 12 Section 6.06 Financial Statements; Undisclosed Liabilities 13 Section 6.07 Absence of Certain Changes or Events 13
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Each of the Sellers and the Company, severally, and not jointly, represent and warrant to Buyer as set forth in this ARTICLE 3 (except as set forth in the Disclosure Letter; all references herein to a Schedule shall be references to the corresponding section in the Disclosure Letter):
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Except as set forth in the Contributor Disclosure Schedules, each MCE Party hereby severally, and not jointly, represents and warrants to Acquirer, as of the date hereof, as follows.
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. As an inducement to Buyers to enter into this Agreement and consummate the transactions contemplated hereby, Sellers hereby represent and warrant to Buyers that the following representations and warranties are true and correct as of the date of this Agreement and as of the Closing Date (except, as to any representations and warranties that specifically relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date):
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Except as set forth in and as qualified by the Disclosure Schedule, each of the Sellers, as of the date hereof, severally (based on its respective Pro Rata Share) and not jointly, represents and warrants to the Purchasers as follows: