Representations of Purchaser and Parent Clause Samples
The 'Representations of Purchaser and Parent' clause sets out the specific statements and assurances made by the purchaser and its parent company regarding their authority, capacity, and other relevant facts in connection with a transaction. Typically, this clause will require the purchaser and parent to confirm that they are duly organized, have the legal power to enter into the agreement, and that no conflicts or legal impediments exist. By clearly outlining these representations, the clause helps ensure that both parties have a mutual understanding of the purchaser’s and parent’s legal standing and reliability, thereby reducing the risk of disputes or misunderstandings during or after the transaction.
Representations of Purchaser and Parent. As an inducement to the Seller Entities to enter into this Agreement and to consummate the transactions contemplated in this Agreement, Purchaser and Parent jointly and severally represent and warrant to the Seller Entities and agree as follows:
Representations of Purchaser and Parent. Except as set forth (a) in the reports, forms, proxy statements, registration statements and other statements, certifications and documents required to be filed by Parent with, or furnished by Parent to, the SEC pursuant to the Securities Act or the Exchange Act, including notes, exhibits and schedules thereto and all other information incorporated by reference and any amendments and supplements thereto filed or furnished on or after the Applicable Date and prior to the date of this Agreement and made available to the Company, but excluding, in each case, any disclosures set forth or referenced in any risk factor, forward-looking statement, quantitative and qualitative disclosures about market risk section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature or (b) in the corresponding sections of the Purchaser Disclosure Letter (it being agreed that the disclosure of any item in any section of the Purchaser Disclosure Letter shall be deemed disclosure with respect to any other section to which the relevance of such item (based on the description thereof in the Purchaser Disclosure Letter) is reasonably apparent), Purchaser hereby represents and warrants to the Company as set forth in Schedule A and Parent represents and warrants to the Company as set forth in Schedule A1 and Schedule A8.
Representations of Purchaser and Parent. Purchaser and Parent jointly and severally represent and warrant to Seller and the Selling Members as of the Closing Date as follows:
Representations of Purchaser and Parent. All representations and warranties made by Purchaser and Parent in this Agreement (except as affected by the transactions contemplated by this Agreement), in the statements contained in the exhibits hereto or in any certificate delivered by the Purchaser and Parent pursuant to this Agreement shall be true and correct when made, at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, in each case as if none of such representations and warranties contained any qualifications as to materiality or the absence of Material Adverse Effect, provided, however, that notwithstanding the foregoing, this condition shall be deemed to be satisfied if all breaches of such representations and warranties, after giving effect to the foregoing, do not individually or in the aggregate constitute a Material Adverse Effect on the Purchaser and Parent taken as a whole. 7.2
Representations of Purchaser and Parent. All representations and warranties made by Purchaser and Parent in this Agreement (except as affected by the transactions contemplated by this Agreement) shall be true and correct in all material respects at the Closing Date, with the same force and effect as if such representations and warranties had been made at and as of the Closing Date.
Representations of Purchaser and Parent