Issue link: https://www.e-digitaleditions.com/i/1238652
Lawson Lundell LLP 39 Representations 36. Approximately how many pages of representations of the Target are contained in the acquisition agreement? (a) Less than 8 (13%) (b) 8 to 12 (23%) (c) More than 12 (65%) 37. Does the Target make representations regarding its working capital or net debt either at signing or closing? (a) No (37%) (b) Yes (63%) 38. Does the Target make representations confirming that no representation or warranty made by Target contains an untrue statement of a material fact or that it has disclosed all material facts regarding the Target? (a) No (57%) (b) Yes (43%) 39. In respect of which times does the Target represent that the representations must be true? (a) True at closing only (31%) (b) True at signing only (10%) (c) True at signing and closing (59%) 40. In respect of the representations made by the Target at signing, what global qualifications are allowed? (a) No global materiality qualification, specific to representations (54%) (b) Representations must be accurate in all material respects (12%) (c) Representations must be accurate except for inaccuracies which do not (collectively) amount to a material adverse effect on the Target (25%) (d) Representations must be accurate except for inaccuracies which do not (collectively) amount to a material adverse effect on the Target, but all references to material exceptions in the representations are disregarded (10%) 41. Can the Target amend its representations at closing without the Purchaser's consent? (a) No (98%) (b) Yes (2%) 42. In respect of representations that are repeated at closing, what qualifications on that representation are allowed? (a) Representations must be accurate in all material respects (23%) (b) Representations must be accurate except for inaccuracies which do not (collectively) amount to a material adverse effect on the Target (60%) (c) Representations must be accurate except for inaccuracies which do not (collectively) amount to a material adverse effect on the Target, but all references to material exceptions in the representations are disregarded (16%)