REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUIROR Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUIROR. The Parent and the Acquiror hereby represent and warrant to the Seller as follows:
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REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUIROR. The Parent and the Acquiror hereby, jointly and severally, represent and warrant to the Shareholders that the following representations and warranties are as of the date hereof and will be as of the Closing Date, true and correct: 6.1 Organization of Parent and Acquiror. Parent is duly organized, validly existing and in good standing under the laws of the State of Delaware. Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
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REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUIROR. The Parent and the Acquiror represent and warrant to the Target as set forth below: Section 3.1 Organization, Good Standing and Power The Parent and the Acquiror are corporations duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept with respect to such entity) under the laws of their respective jurisdictions of incorporation and each has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Parent is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties make such qualification or licensing necessary, except where the failure to be so qualified or licensed or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Parent. The Parent has made available to the Target complete and correct copies of its and the Acquiror’s articles or certificate of incorporation, bylaws or other organizational documents and all amendments thereto to the date hereof.
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REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUIROR. Except as specifically set forth in the disclosure schedule prepared and signed by the Acquiror and delivered to the Company concurrently with the execution of this Agreement (the “Acquiror Disclosure Schedule”), each of the Parent and the Acquiror hereby jointly and severally represents and warrants to the Company that all of the statements contained in this Article IV are true and complete as of the date of this Agreement (or, if made as of a specified date, as of such date). Each exception set forth in the Acquiror Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific Section and, except as otherwise specifically stated with respect to such exception, relates to such Section.
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REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUIROR 
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Related to REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUIROR

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR 6.1 The Acquiror represents, warrants and, where applicable, covenants to the Seller as follows and acknowledges that the Seller is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement: (a) the Acquiror has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to conduct its business as it is now being conducted and to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Acquiror and the performance by it of its obligations hereunder have been duly authorized by its respective board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Acquiror and, assuming the due authorization, execution and delivery by the Seller, constitutes a legal, valid and binding obligation, enforceable by the Seller against the Acquiror in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (d) none of the execution and delivery by the Acquiror of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Acquiror will result in a breach of: (i) the constating documents of the Acquiror; (ii) any agreement or instrument to which the Acquiror is a party or by which the Acquiror or any of the Acquiror's property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Acquiror, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Acquiror to perform its obligations under this Agreement or otherwise delay the Acquiror in performing such obligations; and (e) the Acquiror has sufficient funds or has made adequate arrangements to have financing in place in order to distribute to all the Securityholders the cash consideration to which they are entitled upon consummation of the Transaction. The representations and warranties of the Acquiror set forth in this Article 6 shall survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Seller until the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER Parent and Buyer hereby jointly and severally represent and warrant to the Sellers that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub represent and warrant to the Company as follows:

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Acquiror and Merger Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB Parent and Acquisition Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR Acquiror represents and warrants to the Company as follows:

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