a. Organization (Party is duly organized and in good standing)
b. Authority (Party has authority to execute agreement)
c. No Conflict or Violation (Agreement does not conflict with or breach any law or obligation)
a. Board Approval (Party has or will seek Board approval)
b. Stockholder Approval (Party has or will seek stockholder approval)
c. Governmental Approval (Party has or will seek all governmental approvals and consents)
d. Third Party Approval (Party has or will seek any third party approvals)
a. Charter documents (Party has delivered or made available organizational documents)
b. Subsidiaries (Party has disclosed all subsidiaries and ownership)
a. Capitalization (Describes all capital interests and any debt instruments with voting rights; all validly issued, fully paid and non-assessable)
b. SEC Reports (Party has filed all forms, reports, statements, certifications and other documents required by SEC)
c. Shareholder Agreements
d. Change in Control Agreements
a. Financial Statements (Provision of financial statement; prepared in accordance with GAAP and/or fairly represent financial condition)
a. Officers and Directors
c. Labor and ERISA
b. Tax Matters
o Compliance with Laws
o Environmental Matters
o State Takeover Statutes
o Export Compliance
o SOX Compliance
o Internal Controls
d. Restrictions on Business Practices
o Conflicts of Interest
o Related Party Transactions
o Illegal or Unethical Practices
o Foreign Corrupt Practices
o Restrictions on Business Activities
o Absence of Changes or Events
o Full Disclosure
o Information Supplied
o No Other Representations
The proposed organizing theme for the Representations section is based on the concept of a due diligence checklist used for assessing a business, product or service.
1. Basic Representations
[Party] is fully authorized to enter into and perform its obligations under this Agreement.
The execution and delivery of this Agreement by [Party] and the performance by [Party] of its obligations hereunder will not: (i) result in a violation of any law, judgment or order applicable to [Party], or (ii) conflict with or breach any contract to which [Party] is a party.
1. Basic Representations
(a) [Party] is a [corporation/partnership/LLC, etc.] duly incorporated, validly existing and in good standing under the laws of its States of [__________].
(b) [Party] has full power to own their properties and to conduct their business as presently conducted.
(c) [Party] is duly qualified or licensed to own, lease and operate its properties and to carry on its business as now being conducted in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary
[Party] [is fully authorized / has corporate authority] to enter into and perform its obligations under this Agreement, and its execution, delivery and performance of this Agreement has been duly and validly authorized.
The execution and delivery of this Agreement by [Party] and the performance by [Party] of its obligations hereunder will not:
(a) result in a violation of [Party]'s certificate of incorporation or bylaws, each as amended to date,
(b) result in a violation of any law, judgment or order applicable to [Party],
(c) conflict with, result in a breach of, or constitute a default, or give rise to any right of termination, acceleration or cancellation, under any material contract to which [Party] is a party.
2. Consents and Approvals
2.1. Board Approval
The Board of Directors of [Party] has approved this Agreement and the transactions contemplated hereby and will submit it to the Stockholders for their approval.
2.2. Stockholder Approval
The affirmative vote of the holders of [a majority / two-thirds / other percentage] of the outstanding shares of Common Stock entitled to vote on this Agreement is the only vote of the holders of securities of the Company necessary to approve this Agreement.
No consent, authorization, order or approval of, or filing or registration with, or notification to any court, administrative agency or commission or other governmental authority or instrumentality is required by the Seller in connection with the execution, delivery and performance by the Seller of this Agreement or the consummation by the Seller of the transactions contemplated hereby.
3. Corporate Documents and Organization Structure
3.1. Charter Documents
The Company has delivered or made available to [Party] true, correct, and complete copies of the certificate of incorporation and bylaws of the Company, including all amendments thereto. The Company is not in violation of its certificate of incorporation or bylaws[ or equivalent organizational documents].
(i) Customers. the (certain number of) largest customers, measured by the revenue generated over the [12-month] period preceding the Agreement Date (collectively "Major Customers"), and sets forth the approximate total revenue to the Company for this period for each Major Customer.