REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB Sample Clauses
The "Representations and Warranties of Purchaser and Merger Sub" clause sets out the specific statements and assurances that the acquiring party and its subsidiary make to the seller in a merger or acquisition agreement. These typically include confirmations about their legal authority to enter into the transaction, their financial condition, and the absence of conflicts or legal impediments. By requiring these disclosures, the clause provides the seller with confidence in the buyer’s ability to complete the deal and helps allocate risk by allowing remedies if any statements are found to be false or misleading.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Purchaser and Merger Sub hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Each of Purchaser and Merger Sub hereby, jointly and severally, represents and warrants to the Stockholder as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Except as set forth in the corresponding sections of the disclosure letter, dated the date hereof, delivered by Purchaser and Merger Sub to the Company (the "Purchaser Disclosure Letter"), Purchaser and Merger Sub hereby --------------------------- represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Purchaser and Merger Sub hereby, jointly and severally, make as of the date hereof the representations and warranties to the Company that are set forth in this Article IV.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Each of Purchaser and Merger Sub hereby represents and warrants to the Shareholders, jointly and severally, as follows:
(a) Each of Purchaser and Merger Sub is a corporation duly organized and validly existing under the laws of the State of New Jersey and the State of Minnesota, respectively, has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by each of Purchaser and Merger Sub and, assuming due and valid authorization, execution and delivery thereof by a Shareholder, constitutes the legal, valid and binding obligation of each of Purchaser and Merger Sub, enforceable by such Shareholder against each of them in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.
(c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in a violation of, or constitute (with or without due notice or lapse of time or both) a default under, or conflict with, or give rise to any right of termination, cancellation or acceleration under any material contract, trust, note, bond, mortgage, indenture, license, agreement or contractual restriction or obligation of any kind to which Purchaser and Merger Sub is a party which, singularly or in the aggregate, would prevent or adversely affect the ability of Purchaser and Merger Sub to perform its obligations under this Agreement. The consummation of the transactions contemplated hereby will not violate, or require any consent, approval or notice (except those required under applicable securities laws) under, any provision of any judgment, order, injunction, decree, statute, law, rule or regulation applicable to Purchaser and Merger Sub which, singularly or in the aggregate, would prevent or materially adversely affect the ability of Purchaser and Merger Sub to perform its obligations under this Ag...
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Except as set forth in the Disclosure Statement delivered by Purchaser and Merger Sub to the Company concurrently with the execution of this Agreement (the "Purchaser Disclosure Schedule"), Purchaser and Merger Sub hereby jointly and severally represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Existence; Good Standing; Corporate Authority................ 10 4.2. Authorization; Validity and Effect of Agreements............. 11 4.3. Capitalization............................................... 11 4.4. Subsidiaries................................................. 11 4.5. No Conflict; Required Filings and Consents................... 11 4.6. Compliance................................................... 12 4.7.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Except as Previously Disclosed, Purchaser and Merger Sub hereby jointly and severally represent and warrant to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Purchaser and Merger Sub each hereby represents and warrants to the Company as set forth in this Section 4.2:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Section 4.01