REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES Sample Clauses
The "Representations and Warranties of the Buyer Parties" clause sets out the specific statements and assurances that the buyer and any related parties make to the seller in a transaction. These typically include confirmations about the buyer's authority to enter into the agreement, their financial capacity, and the absence of legal obstacles or undisclosed liabilities. By requiring the buyer to make these representations, 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 THE BUYER PARTIES. Except as set forth in the disclosure letter delivered by the Buyer Parties on the date hereof (the “Parent Disclosure Letter”), the Buyer Parties hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. The Buyer Parties hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Each of the Buyer Parties represents and warrants to each of the Selling Parties as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. The Buyer Parties, jointly and severally, represent, warrant and covenant to the Seller Parties as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. The Buyer Parties represents and warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. 37 Section 4.1 Organization 37 Section 4.2 Authorization 37 Section 4.3 Consents and Approvals; No Violations 37 Section 4.4 Litigation 38 Section 4.5 Capital Structure of Parent 38 Section 4.6 Equity Consideration 39 Section 4.7 SEC Documents; Financial Statements 39 Section 4.8 Internal Controls; Listing Exchange 40 Section 4.9 No Other Representations or Warranties 41 Section 4.10 Purchase for Investment 41 Section 4.11 Certain Fees 41 ARTICLE V COVENANTS 41 Section 5.1 Conduct of Seller and the Group Companies 41 Section 5.2 Conduct of the Buyer Parties 42 Section 5.3 Tax Matters 43 Section 5.4 Employee Benefits 46 Section 5.5 Confidentiality Agreement 48 Section 5.6 Restrictive Covenants. 48 Section 5.7 R&W Policy 50 Section 5.8 Access to Information 50 Section 5.9 Excluded Liabilities and Assumed Liabilities 51 Section 5.10 Misallocated Assets and Liabilities; Payments 51 Section 5.11 Insurance Policies 52 Section 5.12 Reorganization Transactions 52 Section 5.13 Release of Liens 52 Section 5.14 ▇▇▇▇▇▇▇ Property 52 Section 5.15 Third-Party Consents 54
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Section 5.01 Organization and Qualification; Authority 32 Section 5.02 Ownership of MergerCo; No Prior Activities 33 Section 5.03 Authority Relative to this Agreement; Validity and Effect of Agreements 33 Section 5.04 No Conflict; Required Filings and Consents 33 Section 5.05 Information Supplied 34 Section 5.06 Absence of Litigation 34 Section 5.07 Availability of Funds 35 Section 5.08 No Ownership of Company Capital Stock 35 Section 5.09 Other Agreements or Understandings 35 Section 5.10 Brokers 35 Section 5.11 Interest in Competitors 35 Section 5.12 No Additional Representations or Warranties 35
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Parent, on behalf of the Buyer Parties, hereby (a) represents and warrants to the Company Parties as of the date hereof and (b) shall represent and warrant to the Company Parties as of the Closing Date (or, in each case, if made as of a specific date, as of such date), as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Except as set forth in the Parent Disclosure Schedule or the Parent SEC Reports filed at least one (1) Business Day prior to the date hereof (excluding disclosure contained in the “risk factors” section or constituting “forward-looking statements,” in each case, to the extent such disclosure is cautionary, predictive or speculative in nature), Parent and MergerCo hereby jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. The Buyer Parties hereby (a) jointly and severally represent and warrant to the Company Parties as of the date hereof and (b) shall jointly and severally represent and warrant to the Company Parties as of the Closing Date (or, in each case, if made as of a specific date, as of such date), as follows: