REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY GROUP Sample Clauses
The "Representations and Warranties Concerning the Company Group" clause sets out specific statements of fact and assurances made by the party representing the company group, typically in the context of a business transaction. These statements may address the company's legal status, ownership of assets, compliance with laws, financial condition, and absence of undisclosed liabilities. By requiring the company group to confirm these facts, the clause provides the other party with a basis for due diligence and risk assessment, ultimately helping to allocate risk and ensure transparency in the transaction.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY GROUP. The Company represents and warrants as of the date hereof and as of the Closing that:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY GROUP. As a material inducement to the Buyer Group to enter into this Agreement and consummate the transactions contemplated hereby, subject to the disclosures set forth in the corresponding section of the Schedules, the Company hereby represents and warrants to the Buyer Group that:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY GROUP. The Company hereby represents and warrants to Parent and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY GROUP. Except as set forth in the Seller Disclosure Schedules, Sellers hereby represent and warrant, jointly and severally, to Purchaser on and as of the Execution Date (except as to such representations and warranties that address matters as of a particular date, which are given only as of such date), as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY GROUP. The Company represents and warrants to Buyer as of the date hereof, except as set forth herein or in the disclosure schedule, dated as of the date hereof, and delivered by the Company to Buyer contemporaneously with the execution of this Agreement (the “Company Disclosure Schedule”).
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY GROUP. Subject to the disclosures set forth in the Disclosure Schedule, the Company hereby represents and warrants to the Buyer that each of the statements contained in this Article 2 is true and correct as of the date hereof. For purposes of this Article 2 other than Sections 2.1, 2.2, 2.3, 2.4, 2.6, 2.7 and 2.21(h), each reference to “the Company” shall be deemed to refer to each member of the Company Group (as applicable), unless the context in which such term is used requires otherwise.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY GROUP. Each Seller Party, jointly and severally, represents and warrants to Buyer that the statements contained in this Article 3 are true, correct, and complete as of the Closing Date, except as set forth in the corresponding section of the Disclosure Schedule.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY GROUP. Except as set forth in the Disclosure Schedule and delivered herewith by the Seller Parties to Buyer, the Company, the Company Group, Seller, and the Beneficial Owner, jointly and severally, hereby represent and warrant to Buyer, as of the date hereof and as of the Closing Date, that:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY GROUP. 16 2.1 Organization, Power and Standing ........................................................................16 2.2 Subsidiaries ............................................................................................................16 2.3
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY GROUP and The Existing FCP Funds 18 3.3 Representations and Warranties Concerning Buyer 48 ARTICLE IV COVENANTS 53 4.1 Management Company Sellers’ and Company’s Covenants 53 4.2 Buyer’s Covenants 63 4.3 Mutual Covenants 68 4.4 Restrictive Covenants 73 4.5 Remedies 75 4.6 Termination of Certain Rights 75 4.7 Certain Tax Matters 75 4.8 Name Change and Co-Brand 76 4.9 Satisfaction of Indebtedness 77 4.10 Side Letter on Carried Interest, Co-Investment and Seed Capital 77 4.11 Certain IRS Filings 77