Section 21 General Provisions

• Library: Bus Trans 2005

All parties in an acquisition typically make some representations and warranties to the other party, although the character of those representations and warranties may vary depending on the form of the anticipated transaction. The following representations are common to most corporate acquisition transactions whether they are in the form of a merger, sale of stock, or sale of assets:

• Whether the corporation is duly organized, validly existing, and in good standing under the laws of the state in which it is incorporated and is authorized to do business in the states in which the corporation is required to be so authorized

• Whether the corporation’s certificate or articles of incorporation and bylaws, and the...