REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER Clause Samples
The "Representations and Warranties of Parent and Seller" clause sets out the specific statements and assurances that the parent company and the seller make to the buyer regarding the condition, authority, and legal standing of the business or assets being sold. These representations may cover aspects such as ownership of shares, compliance with laws, absence of undisclosed liabilities, and the authority to enter into the transaction. By clearly outlining these assurances, the clause allocates risk between the parties and provides the buyer with a basis for recourse if any statements prove to be false or misleading.
REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER. Each of Parent and Seller hereby jointly and severally represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER. Except as set forth in the disclosure schedules attached hereto, Parent and Seller represent and warrant to Buyer as of the date hereof that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER. Parent and Seller hereby represent and warrant to Purchaser, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER. Parent and Seller hereby jointly and severally represent and warrant to Buyer, subject to the exceptions specifically disclosed in writing in the corresponding sections or subsections of the Seller Disclosure Schedule or in any other section or subsection of the Seller Disclosure Schedule if it is reasonably apparent that such disclosure applies that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER. Except as set forth in the Disclosure Schedule delivered to Purchaser by Seller simultaneously with the execution hereof or as expressly disclosed in the Financial Statements, Parent and Seller each represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER. Except as set forth in the Seller Disclosure Schedule, each of Parent and Seller hereby jointly and severally represents and warrants to each of Capital One and Synovus as follows as of the date hereof and as of the Closing Date (except to the extent any such representation or warranty is expressly made as of an earlier date, in which case as of such earlier date):
REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER. As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, except as set forth on the Schedules, Parent and Seller hereby jointly and severally represent and warrant to Buyer, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER. Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Parent and Seller jointly and severally represent and warrant to Buyer that the statements contained in this Article IV are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER. Except as specifically set forth in the Disclosure Schedules prepared and signed by Parent and Seller and delivered to Purchaser simultaneously with the execution hereof, Parent and Seller jointly and severally represent and warrant to Purchaser that all of the statements contained in this Article IV are true and complete as of the date of this Agreement. All representations and warranties are made as of the Closing Date unless specifically stated otherwise.
REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER. 5.1 Organization of Parent and Seller 10 5.2 Authority 10 5.3 Subsidiaries 10 5.4 Financial Statements 11 5.5 Absence of Certain Changes or Events 11 5.6 Title to Purchased Assets 11 5.7 No Finder 11 5.8 No Proceedings 12 5.9 Employee Benefit Plans; Employee Matters 12 5.10 Intellectual Property 12 5.11 Intellectual Property 12