REPRESENTATIONS OF THE PARENT AND MERGER SUB Clause Samples
The 'Representations of the Parent and Merger Sub' clause sets out the specific statements of fact and assurances made by the parent company and its merger subsidiary regarding their authority, organization, and ability to enter into and perform the merger agreement. Typically, this clause covers matters such as the legal existence and good standing of both entities, their power to execute the agreement, and the absence of conflicts with other obligations or laws. By requiring these representations, the clause provides the other party with confidence that the parent and merger sub are legally capable and properly authorized to complete the transaction, thereby reducing the risk of future disputes or invalidity of the merger.
REPRESENTATIONS OF THE PARENT AND MERGER SUB. The Parent and Merger Sub represent and warrant to the Company, as of the date hereof, subject to such exceptions as are disclosed in writing in a letter from the Parent to the Company, delivered by a duly authorized officer of the Parent concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (it being understood that any matter disclosed in the Parent Disclosure Letter shall be deemed disclosed with respect to any section of this Article 3 to which the matter relates, to the extent the relevance of such matter to such section is reasonably apparent based solely on the substance of such disclosure), as follows:
REPRESENTATIONS OF THE PARENT AND MERGER SUB. The Parent and Merger Sub represent and warrant to the Company on the date of this Agreement as follows:
REPRESENTATIONS OF THE PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by the Parent to the Company concurrently with the execution of this Agreement (the "Parent Disclosure Letter") and making reference to the particular Section of this Agreement to which exception is being taken (which disclosures shall also constitute representations and warranties hereunder), the Parent and Merger Sub represent and warrant to the Company as follows: