Purchaser Disclosure Schedule Sample Clauses

Purchaser Disclosure Schedule. Article IV.....................22 Purchaser..............................Preamble........................1
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Purchaser Disclosure Schedule. Section 1.01(a) Knowledge of Purchaser Section 5.03 No Conflicts Section 5.04 Governmental or Regulatory Approvals; Filings Section 10.05 Governmental or Regulatory Approvals Section 10.06 Third-Party Consents PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT is made as of March 22, 2018 (this “Agreement”) by and among Stonepeak Kestrel Holdings LLC, a Delaware limited liability company (“Purchaser”), on the one hand, and NRG Canal LLC, a Delaware limited liability company (“Seller”), and GenOn HoldCo 10, LLC, a Delaware limited liability company (the “Company”), on the other hand. Each of Purchaser, Seller and the Company are sometimes referred to herein collectively as the “Parties”, and each as a “Party”.
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Purchaser Disclosure Schedule. 4.3(b) Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.19(c) Release . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.14(e)(iv) Restricted Stock Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3 Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.13(d) RIUSA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.22 SARs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3 Stockholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Purchaser Disclosure Schedule. Section 1.01(a) Knowledge of Purchaser Section 5.03 No Conflicts – Purchaser Section 5.04 Governmental Approvals – Purchaser Section 5.06 Brokers – Purchaser Section 9.05 Purchaser Required Governmental Approvals Section 9.07 Termination of Certain Agreements ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made as of July 23, 2021 (this “Agreement”) by and among COMMODORE HOMES, LLC, a Delaware limited liability company (“Purchaser”), and each of THE COMMODORE CORPORATION, a Delaware corporation (“Commodore”), TCC CLARION LIMITED PARTNERSHIP, an Illinois limited partnership (“TCC Clarion”), and TCC PENNWEST, LLC, a Delaware limited liability company (“TCC Pennwest”), and each of XXXXX X. XXXXX, AS TRUSTEE OF THE XXXXX XXXXX REVOCABLE TRUST U/A/D 7/28/2004, XXXX XXXXXX XXXXX, AS TRUSTEE OF THE XXXXX XXXXX IRREVOCABLE GRANTOR TRUST U/A/D 6/28/2019, XXXXX X. XXXXX, AND XXXX XXXXXX XXXXX, constituting all of the equityholders of Commodore (each, an “Equityholder” and collectively, the “Equityholders” and together with Commodore, TCC Clarion and TCC Pennwest, each, a “Seller Party” and collectively, the “Seller Parties”), and Xxxxx X. Xxxxx, in his capacity as representative for the Seller Parties (“Seller Representative”). Purchaser, the Seller Parties, and the Seller Representative are sometimes referred to herein collectively as the “Parties”, and each as a “Party”. CAVCO INDUSTRIES, INC., a Delaware corporation (“Cavco”), is not a “Party,” and enters into this Agreement solely with respect to Section 13.18 hereof.
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Purchaser Disclosure Schedule. SECTION 1.01(a) Knowledge of Purchaser SECTION 5.03 No Conflicts SECTION 5.04 Governmental or Regulatory Approvals; Filings SECTION 6.11(a) Credit Agreement Amendments SECTION 10.06 Third-Party Consents PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT is made as of July 18, 2015 (this “Agreement”) by and among Talen Energy Supply, LLC, a Delaware limited liability company (“Purchaser”), the selling equityholders party hereto as set forth on Exhibit A (each, a “Seller” and collectively, “Sellers”), Silver Oak Capital, LLC, a Delaware limited liability company, solely in its capacity as representative of Sellers in accordance with the terms hereof (“Seller Representative”) and MACH Gen, LLC, a Delaware limited liability company (the “Company” and together with Purchaser, Sellers and Seller Representative, each a “Party” and collectively, the “Parties”).
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Purchaser Disclosure Schedule. Article V
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Purchaser Disclosure Schedule. Section 5.7(a) SEC Documents and Other Documents Section 5.8(d) Insurance Laws THIS INVESTMENT AND PURCHASE AGREEMENT (this “Agreement”), dated as of December 2, 2003, by and between XXXXXXXXX HOLDING CORPORATION, a Delaware corporation (“Purchaser”), and COVANTA ENERGY CORPORATION, a Delaware corporation (“Company”), as debtor and debtor- in-possession under Chapter 11 of the Bankruptcy Code.
Sample 1
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Purchaser Disclosure Schedule. (a) All representations and warranties of Purchaser in this Agreement or any other Transaction Document are made subject to and modified by the exceptions noted in the schedules delivered by Company to Purchaser concurrently herewith and identified as the “Purchaser Disclosure Schedule,” as it may be modified from time to time pursuant to Section 5.7(b). A disclosure made by Purchaser in any Section of the Purchaser Disclosure Schedule (or subparts thereof) that reasonably informs Company of information with respect to another Section of this Agreement, any other Transaction Document or the Purchaser Disclosure Schedule (or subparts thereof) in order to avoid a misrepresentation thereunder will be deemed, for all purposes of this Agreement and the other Transaction Documents, to have been made with respect to all such other Sections of this Agreement, the other Transaction Documents and the Purchaser Disclosure Schedule (or subparts thereof), notwithstanding any cross-references (which are included solely as a matter of convenience) or lack of a Schedule reference in any representation or warranty. Information reflected in the Purchaser Disclosure Schedule is not necessarily limited to matters required by this Agreement to be reflected in the Purchaser Disclosure Schedule. Such additional information is set forth for informational purposes and does not necessarily include other matters of a similar nature. Disclosure of such additional information will not be deemed to constitute an acknowledgment that such information is required to be disclosed, and disclosure of such information will not be deemed to enlarge or enhance any of the representations or warranties in this Agreement or otherwise alter in any way the terms of this Agreement. Inclusion of information in the Purchaser Disclosure Schedule will not be construed as an admission that such information is material to the business, assets, liabilities, financial position, operations or results of operations of any Purchaser Company.
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Related to Purchaser Disclosure Schedule

  • Company Disclosure Schedule Article 3.............................................10

  • Disclosure Schedule The Company has delivered the Disclosure Schedule and, if applicable, the Disclosure Update to Treasury and the information contained in the Disclosure Schedule, as modified by the information contained in the Disclosure Update, if applicable, is true, complete and correct.

  • Company Disclosure Letter The Company Disclosure Letter shall be arranged to correspond to the Articles and Sections of this Agreement, and the disclosure in any portion of the Company Disclosure Letter shall qualify the corresponding provision in Article III and any other provision of Article III to which it is reasonably apparent on the face of the disclosure that such disclosure relates. No disclosure in the Company Disclosure Letter relating to any possible non-compliance, breach or violation of any Contract or Law shall be construed as an admission that any such non-compliance, breach or violation exists or has actually occurred. In the Company Disclosure Letter, (a) all capitalized terms used but not defined therein shall have the meanings assigned to them in this Agreement and (b) the Section numbers correspond to the Section numbers in this Agreement.

  • Disclosure Schedules The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of such party that is contained in this Agreement (in either case (i) or (ii), regardless of the absence of an express reference or cross-reference in a particular Section of this Agreement or a particular Section of either the Company Disclosure Schedule or Parent Disclosure Schedule), but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be reasonably apparent. The disclosure of any matter in any section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall not be deemed to constitute an admission or indication by the disclosing party, or to otherwise imply, that any such matter is material for the purposes of this Agreement. No party shall use, either individually or in the aggregate, the fact of the inclusion of any such item or information in any sections of the Company Disclosure Schedule or the Parent Disclosure Schedule in any disagreement, dispute or controversy between the parties as to whether any obligation, item, information or matter is or is not material, or may give rise to a change or effect that could have a Company Material Adverse Effect or a Parent Material Adverse Effect. Nor shall any disclosure on a section be deemed to constitute an acknowledgment that any such matter is required to be disclosed. No disclosure on any section relating to a possible breach or violation of any contract or applicable Law shall be construed as an admission or indication that any breach or violation exists or has actually occurred. The disclosure of any matter in any section of either the Company Disclosure Schedule or the Parent Disclosure Schedule is not to be treated as constituting or implying any representation, warranty, assurance or undertaking by the disclosing party not expressly set out in this Agreement, nor to be treated as adding to or extending the scope of any of the disclosing party’s representations or warranties in this Agreement.

  • Disclosure Letter (a) The disclosures in the Disclosure Letter, and those in any Supplement thereto, must relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement.

  • of the Disclosure Schedule To the Knowledge of the Company, there are no strikes, slowdowns, work stoppages, lockouts or threats thereof by or with respect to any of the employees of the Company.

  • Disclosure Letters (a) Prior to the execution and delivery of this Agreement, each party has delivered to the other party a letter (its “Disclosure Letter”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of such party’s representations or warranties contained in Section 3.3 or to one or more of its covenants or agreements contained in Articles 4 or 5; provided, that (i) no such item is required to be set forth in a party’s Disclosure Letter as an exception to any representation or warranty of such party if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 3.2, and (ii) the mere inclusion of an item in a party’s Disclosure Letter as an exception to a representation or warranty shall not be deemed an admission by that party that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect (as defined herein) with respect to such party.

  • Disclosure Schedule References The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, and (b) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable person who has read that reference and such representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed.

  • Notification; Updates to Disclosure Schedule (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of:

  • Company SEC Documents; Undisclosed Liabilities (a) The Company has filed with or furnished to the SEC, on a timely basis, all registration statements, reports, proxy statements and other documents with the SEC required to be filed or furnished since October 31, 2013 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements, reports and documents may have been amended since the date of their filing, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Documents), or in the case of amendments thereto, as of the date of the last such amendment (but only amendments prior to the date of this Agreement in the case of any Company SEC Document with a filing or effective date prior to the date of this Agreement), the Company SEC Documents complied in all material respects with the requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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