REPRESENTATIONS AND WARRANTIES OF BUYER AND Clause Samples
The "Representations and Warranties of Buyer" clause sets out the specific statements and assurances that the buyer makes to the seller regarding its authority, financial condition, and ability to complete the transaction. Typically, this clause covers matters such as the buyer's legal status, power to enter into the agreement, absence of conflicts with other obligations, and the truthfulness of information provided. By requiring the buyer to make these representations and warranties, the clause helps ensure transparency and trust between the parties, and provides the seller with legal recourse if any of the buyer's statements are later found to be false or misleading.
REPRESENTATIONS AND WARRANTIES OF BUYER AND. HIG SELLER11
REPRESENTATIONS AND WARRANTIES OF BUYER AND. MERGER SUB 34
REPRESENTATIONS AND WARRANTIES OF BUYER AND. BUYER SUB 16 Section 3.1 Organization, Qualification and Corporation Power 16 Section 3.2 Authority Relative to this Agreement 16 Section 3.3 No Conflict; Required Filings and Consents 17 Section 3.4 Buyer Sub 17 Section 3.5 Broker’s Fees 17 Section 3.6 Disclosure 17 ARTICLE IV FURTHER COVENANTS AND ASSURANCES 18 Section 4.1 Public Announcements 18 Section 4.2 Audited Financial Statements 18 Section 4.3 Non-Competition and Other Covenants 18 Section 4.4 Adjustments in Second Payment 19 Section 4.5 Payment of Company Liabilities 19 ARTICLE V CONDITIONS OF MERGER 19 Section 5.1 Conditions to Obligations of Buyer and Buyer Sub to Effect the Merger 19 Section 5.2 Conditions to Obligations of the Company and the Stockholders to Effect the Merger 20 ARTICLE VI SURVIVAL AND INDEMNIFICATION 21 Section 6.1 Survival of Representations 21 Section 6.2 Indemnification of Buyer 21 Section 6.3 Indemnification of Stockholders and Company 21 Section 6.4 General Notice and Procedural Requirements for Indemnity Claims 22 Section 6.5 Notice and Procedural Requirements for Third Party Claims 22 Section 6.6 Notice and Procedural Requirements for Direct Claims 23 Section 6.7 Maximum Liability 23 Section 6.8 Basket 23 ARTICLE VII GENERAL PROVISIONS 24 Section 7.1 Notices 24 Section 7.2 Expenses 25 Section 7.3 Amendment 25 Section 7.4 Entire Agreement 25 Section 7.5 No Third-Party Beneficiaries 25 Section 7.6 Assignment 25 Section 7.7 Severability 25 Section 7.8 Governing Law 25 Section 7.9 Headings; Interpretation 25 Section 7.10 Construction 25 Section 7.11 Counterparts 26 Section 7.12 Confidentiality 26 THIS AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2004 (this “Agreement”), is made by and among DFW Internet Services, Inc., a Texas corporation (“Buyer”) and direct wholly-owned subsidiary of Mobilepro Corp., a Delaware corporation, DFWT Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Buyer (“Buyer Sub”), ▇▇▇▇▇.▇▇▇, Inc., a Wisconsin corporation (the “Company”), and the stockholders (the “Stockholders”) identified on Exhibit A hereto.
REPRESENTATIONS AND WARRANTIES OF BUYER AND. MERGER SUB 3.1 Organization and Related Matters...............................................25 3.2 Authorization..................................................................26
REPRESENTATIONS AND WARRANTIES OF BUYER AND. PARENT Buyer and Parent, jointly and severally, represent and warrant to the Sellers as follows: Section
REPRESENTATIONS AND WARRANTIES OF BUYER AND. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ represents and warrants to Seller, subject to any qualification set forth in the Buyer’s Disclosure Schedules, the following as of the Closing Date (unless another date is specified therein): 7.1 Organization,
REPRESENTATIONS AND WARRANTIES OF BUYER AND. MERGER SUB 39 5.1 Corporate Organization 39 5.2 Due Authorization 40 5.3 No Conflict 40 5.4 Litigation and Proceedings 40 5.5 Governmental Authorities; Consents 41 5.6 Financial Ability 41 5.7 Brokers’ Fees 41 5.8 Solvency; Surviving Corporation After the Merger 41 5.9 No Outside Reliance 41 5.10 Acquisition of Interests for Investment 42 ARTICLE VI. COVENANTS OF THE COMPANY 42 6.1 Conduct of Business 42 6.2 Inspection 45 6.3 HSR Act and Foreign Antitrust Approvals 45 6.4 Termination of Certain Agreements 46 6.5 Shareholder Approval 46 6.6 Confidentiality Agreements 46 6.7 Debt Payoff 46
REPRESENTATIONS AND WARRANTIES OF BUYER AND. SUB Buyer and Sub hereby jointly and severally represent and warrant to the Company as follows: 5.1