PARENT AND ACQUISITION SUB Clause Samples
The "Parent and Acquisition Sub" clause defines the roles and responsibilities of the parent company and its subsidiary that is formed specifically for the purpose of acquiring another company. Typically, this clause clarifies how the parent company will control or direct the actions of the acquisition subsidiary, and may outline the obligations each entity has in the transaction process. Its core practical function is to ensure that all parties understand the relationship and authority structure between the parent and the acquisition sub, thereby preventing confusion or disputes during the acquisition process.
PARENT AND ACQUISITION SUB. Parent and Acquisition Sub hereby represent and warrant to the Company as follows:
PARENT AND ACQUISITION SUB. Except (a) as disclosed in the confidential letter delivered by Parent to the Company on the date of this Agreement (the “Parent Disclosure Letter”) or (b) as disclosed in any Parent SEC Report that was filed with or furnished to the SEC by Parent between January 1, 2016 and the day immediately prior to the date hereof and is publicly available (other than in any “risk factor” disclosure or any other forward looking statements or any other statements that are similarly cautionary, nonspecific or predictive in nature set forth therein), Parent and Acquisition Sub hereby represent and warrant to the Company as follows:
PARENT AND ACQUISITION SUB. Parent shall cause Acquisition Sub to pay the Consideration set forth in Section 2.04 and to perform its other obligations under this Agreement.
PARENT AND ACQUISITION SUB. Except as disclosed in the letter delivered by Parent and Acquisition Sub to the Company on the date of this Agreement (the “Parent Disclosure Letter”) in accordance with Section 10.12, Parent and Acquisition Sub hereby represent and warrant to the Company as follows:
PARENT AND ACQUISITION SUB. Except (i) as disclosed in the Parent Disclosure Letter, or (ii) as disclosed in any Parent SEC Reports filed with or furnished to the SEC after December 31, 2017, but prior to the date hereof (other than in any “risk factor” disclosure or any other forward looking statements set forth therein), Parent and Acquisition Sub, as applicable, hereby represent and warrant to the Company as follows:
PARENT AND ACQUISITION SUB. Each of Parent and Acquisition Sub, jointly and severally, represents and warrants to the Company Shareholder, AAI, AHA, ACNI and AHI that the representations, warranties, statements made in this Article III are true and correct as of the date of this Agreement and will be true and correct at Closing, except as specifically set forth in the schedules delivered by Parent and Acquisition Sub to the Company Shareholder, AAI, AHA, ACNI and AHI (the “Parent Disclosure Schedule“) provided, however, any disclosure made with reference to one or more sections of the Parent Disclosure Schedule shall be deemed disclosed with respect to each other Section of this Agreement as to which such disclosure is relevant provided that such relevance is reasonably apparent. Disclosure of any matter in the Parent Disclosure Schedule shall not be deemed an admission that such matter is material. Each of Parent and Acquisition Sub, jointly and severally, represents and warrants to the Company Shareholder, AAI, AHA, ACNI and AHI, as of the date of this Agreement and at Closing, as follows:
PARENT AND ACQUISITION SUB. Parent and Acquisition Sub hereby represent and warrant to the Company as follows (it being understood that representations and warranties by Parent and by Acquisition Sub with respect to Acquisition Sub are made effective upon, and as of, the date of the Joinder):