REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that:
Appears in 33 contracts
Samples: Agreement (MSCI Inc.), Purchase and Sale Agreement (Penn Virginia Corp), Asset Purchase Agreement (Magellan Health Services Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer Purchaser, both as of the date hereof and as of the Closing Date that(except for representations and warranties that are made as of a specified date), as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 29 contracts
Samples: Purchase and Assumption Agreement (HCSB Financial Corp), Purchase and Assumption Agreement (First Banks, Inc), Purchase and Assumption Agreement (First Community Bancshares Inc /Nv/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer Purchaser as follows that, as of the date hereof Effective Date and as of the Closing Date thatClosing:
Appears in 19 contracts
Samples: Patent Purchase Agreement (Irvine Sensors Corp/De/), Patent Purchase Agreement (Dataram Corp), Wireless Portfolio Patent Purchase Agreement (Aware Inc /Ma/)
REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to the Buyer as of on the date hereof and as of the Closing Date thatas follows:
Appears in 18 contracts
Samples: Share Purchase Agreement (DryShips Inc.), Share Purchase Agreement (Paragon Shipping Inc.), Share Purchase Agreement (DryShips Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that:
Appears in 16 contracts
Samples: Share Purchase Agreement (Alliance Capital Management Holding Lp), Share Purchase Agreement (Alliance Capital Management L P), Stock Purchase Agreement (Cyber Net Technol0gies LTD)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer Purchaser on and as of the date hereof and as of the Closing Date thatas follows:
Appears in 15 contracts
Samples: Purchase and Sale Agreement (American Income Partners Iii-a Limited Partnership), Purchase and Sale Agreement (American Income Partners Iii-D Limited Partnership), Purchase and Sale Agreement (American Income Partners Iv a L P)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date thatas follows:
Appears in 13 contracts
Samples: Asset Purchase Agreement (Accelrys, Inc.), Amended and Restated Share Purchase Agreement (Ramguard LLC), Loan Purchase Agreement (National Tax Credit Investors Ii)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer Purchaser as of the date hereof and as of the Closing Date thatas follows:
Appears in 13 contracts
Samples: Call Option Agreement (D. E. Shaw Laminar Emerging Markets, L.L.C.), Stock Purchase Agreement (American Greetings Corp), Securities Purchase Agreement (Healthextras Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer Buyer, as of the date hereof and as of the Closing Date thatDate, as follows:
Appears in 11 contracts
Samples: Stock Purchase Agreement (EV Energy Partners, LP), Share Purchase Agreement (Hanwha SolarOne Co., Ltd.), Asset Purchase Agreement (Equifax Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as of the date hereof and Purchaser as of the Closing Date thatas follows:
Appears in 11 contracts
Samples: Stock Purchase Agreement (Dean Health Systems Inc), Stock Purchase Agreement (Dean Health Systems Inc), Stock Purchase Agreement (Dean Health Systems Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer Purchaser as of the date hereof and as of the Closing Date thatfollows:
Appears in 10 contracts
Samples: Asset Purchase Agreement (Osiris Therapeutics, Inc.), Membership Interest Purchase Agreement (Residential Capital, LLC), Asset Purchase Agreement (Nuvasive Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date thatas follows:
Appears in 10 contracts
Samples: Asset Purchase Agreement (Cross Country Healthcare Inc), Asset Purchase Agreement (Franklin Covey Co), Purchase and Sale Agreement (Williams Coal Seam Gas Royalty Trust)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date thatas follows:
Appears in 10 contracts
Samples: Stock Purchase Agreement (Datameg Corp), Stock Purchase Agreement (BOQI International Medical, Inc.), Stock Purchase Agreement (Datameg Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer Purchaser, as of the date hereof and as of the Closing Date thatDate, as follows:
Appears in 8 contracts
Samples: Asset Purchase and Sale Agreement, Share Purchase Agreement (Houghton Mifflin Co), Asset Purchase Agreement (Assertio Therapeutics, Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer the Company, as of the date hereof and as of the Closing Date thatDate, as follows:
Appears in 8 contracts
Samples: Share Purchase Agreement (Equitrans Midstream Corp), Share Purchase Agreement (Equitrans Midstream Corp), Share Purchase Agreement (Equitrans Midstream Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date thatas follows:
Appears in 7 contracts
Samples: Agreement of Purchase and Sale (Pennsylvania Real Estate Investment Trust), Agreement of Purchase and Sale (Pennsylvania Real Estate Investment Trust), Agreement of Purchase and Sale (Pennsylvania Real Estate Investment Trust)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer that as of the date hereof and as of the Closing Date thatClosing:
Appears in 7 contracts
Samples: Asset Purchase Agreement (Corporate Resource Services, Inc.), Asset Purchase Agreement (Corporate Resource Services, Inc.), Asset Purchase Agreement (Corporate Resource Services, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as As of the date hereof and as of the Closing Date that(except to the extent any of the following speaks as of a specific date, such as the date hereof), Seller represents and warrants to Buyer the following:
Appears in 7 contracts
Samples: Debt and Equity Purchase Agreement (Medcath Corp), Equity Purchase Agreement (Medcath Corp), Debt and Equity Purchase Agreement (Medcath Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer Purchaser, as of the date hereof Effective Date and as of the Closing Date thatDate, as follows:
Appears in 7 contracts
Samples: Purchase and Sale Agreement (Cleco Corp), Equity Purchase Agreement (Polyone Corp), Option to Purchase (Capital Senior Living Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date thatas follows:
Appears in 6 contracts
Samples: Equity Purchase Agreement (MYnd Analytics, Inc.), Asset Purchase Agreement (Tonix Pharmaceuticals Holding Corp.), Stock Purchase Agreement (Allis Chalmers Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the following through the date hereof and as of the Closing Date thatto the best of Seller’s knowledge:
Appears in 6 contracts
Samples: Real Estate Purchase Contract, Real Estate Purchase Contract, Real Estate Purchase Contract
REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to Buyer the Buyer, as of the date hereof and as of the Closing Date thatDate:
Appears in 6 contracts
Samples: Common Stock Purchase Agreement (Inland Resources Inc), Series E Preferred Stock Purchase Agreement (Pengo Industries Inc), Series E Preferred Stock Purchase Agreement (Inland Resources Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer and OLLC that as of the date hereof and as of on the Closing Date thatDate:
Appears in 6 contracts
Samples: Purchase, Sale and Contribution Agreement, Purchase, Sale and Contribution Agreement (Golar LNG LTD), Purchase, Sale and Contribution Agreement (Golar LNG Partners LP)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as of Purchaser on the date hereof and as of on the Closing Date thatas follows:
Appears in 5 contracts
Samples: Stock Purchase Agreement (International Rectifier Corp /De/), Stock Purchase Agreement (International Rectifier Corp /De/), Share Purchase Agreement (International Rectifier Corp /De/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer Buyer, as of the date hereof Effective Date and as of the Closing Date thatDate, as follows:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Spark Therapeutics, Inc.), Asset Purchase Agreement (Rhythm Pharmaceuticals, Inc.), Purchase and Sale Agreement and Joint Escrow Instructions (Arden Realty Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. As of the Closing Date, Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date thatfollows:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Conformis Inc), Asset Purchase Agreement (Rainmaker Systems Inc), Asset Purchase Agreement (Premier Exhibitions, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to the Buyer as of the date hereof on and as of the Closing Date that:
Appears in 5 contracts
Samples: Historical Advance Purchase Agreement (Aames Financial Corp/De), Historical Advance Purchase Agreement (Aames Financial Corp/De), Historical Advance Purchase Agreement (Aames Financial Corp/De)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and Purchaser as of the Closing Date thatas follows:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Sphere 3D Corp), Asset Purchase Agreement (Mestek Inc), Asset Purchase Agreement (P&f Industries Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth on the Disclosure Schedules, Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date thatas follows:
Appears in 5 contracts
Samples: Share Purchase Agreement (Vista Outdoor Inc.), Share Purchase Agreement (Outdoor Products Spinco Inc.), Share Purchase Agreement (Outdoor Products Spinco Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and Buyer, as of the Closing Date thatDate, as follows:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Six15 Technologies Holding Corp.), Purchase and Sale Agreement (FTD Companies, Inc.), Asset Purchase Agreement (Vuzix Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date that:
Appears in 4 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (American Cellular Corp /De/), Asset Purchase Agreement (American Cellular Corp /De/)
REPRESENTATIONS AND WARRANTIES OF SELLER. As of each of the Effective Date and Closing Date, Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date thatfollows:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Elite Pharmaceuticals Inc /Nv/), Asset Purchase Agreement (Elite Pharmaceuticals Inc /Nv/), Asset Purchase Agreement (Elite Pharmaceuticals Inc /Nv/)
REPRESENTATIONS AND WARRANTIES OF SELLER. As of the date hereof, Seller represents and warrants to Buyer Purchaser as of the date hereof and as of the Closing Date thatfollows:
Appears in 4 contracts
Samples: Sale Agreement (Juhl Wind, Inc), Purchase Agreement (Palmone Inc), Purchase Agreement (Palmsource Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and as of the Closing Effective Date thatas follows:
Appears in 4 contracts
Samples: Share Purchase Agreement (RE/MAX Holdings, Inc.), Equity Purchase Agreement (RE/MAX Holdings, Inc.), Share Purchase Agreement (RE/MAX Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer the following as of the date hereof and as of the Closing Date thatDate:
Appears in 4 contracts
Samples: Five Engine Purchase Agreement (Lan Airlines SA), Real Estate Purchase Contract (Gold Banc Corp Inc), Real Estate Purchase Contract (Gold Banc Corp Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. As of the date hereof, Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Paracelsus Healthcare Corp), Stock Purchase Agreement (Paracelsus Healthcare Corp), Stock Purchase Agreement (Paracelsus Healthcare Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date thatto Buyer as follows:
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Republic Resources Inc /Co/), Purchase and Sale Agreement (Venus Exploration Inc), Purchase and Sale Agreement (Exco Resources Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof Effective Date and as of the Closing Date thatas follows:
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Sentio Healthcare Properties Inc), Purchase and Sale Agreement (Sentio Healthcare Properties Inc), Purchase and Sale Agreement (Sentio Healthcare Properties Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer Purchaser as of this date and as of the date hereof and as of the Closing Date thatClosing:
Appears in 4 contracts
Samples: Real Estate Purchase and Sale Agreement (Greif Inc), Real Estate Purchase and Sale Agreement (Plum Creek Timber Co Inc), Real Estate Purchase and Sale Agreement (Plum Creek Timber Co Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as Previously Disclosed, Seller represents and warrants to Buyer Purchaser, as of the date hereof and as of the Closing Date that(or as of such other date as may be expressly provided in any representation or warranty), as follows:
Appears in 4 contracts
Samples: Purchase and Assumption Agreement (Pacwest Bancorp), Purchase and Assumption Agreement (Banc of California, Inc.), Purchase and Assumption Agreement (Flagstar Bancorp Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date thatDate, as follows:
Appears in 4 contracts
Samples: Transaction Agreement (Hennessy Advisors Inc), Purchase and Sale Agreement (Reef Oil & Gas Income & Development Fund III LP), Asset Purchase Agreement (GlobalOptions Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer Buyer, as of the date hereof Effective Date and as of the Closing Date thatDate, as follows:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Argenx Se), Asset Purchase Agreement (Bluebird Bio, Inc.), Asset Purchase Agreement (Sarepta Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer that as of the date hereof and as of the Closing Date thathereof:
Appears in 4 contracts
Samples: Share Purchase Agreement (Seanergy Maritime Holdings Corp.), Stock Purchase Agreement (Compass Diversified Holdings), Domain Name Transfer Agreement (LQR House Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and warrants, as of the Closing Date Date, to Buyer, that:
Appears in 4 contracts
Samples: Securities Purchase Agreement (Coliseum Capital Management, LLC), Securities Purchase Agreement (Coliseum Capital Management, LLC), Securities Purchase Agreement (HNA Investment Management LLC)
REPRESENTATIONS AND WARRANTIES OF SELLER. On the date and by the time of the Closing, the Seller represents and warrants to the Buyer as of that (other than has been previously disclosed to the date hereof and as of the Closing Date that:Buyer):
Appears in 4 contracts
Samples: Share Purchase Agreement (Seanergy Maritime Holdings Corp.), Share Purchase Agreement (Seanergy Maritime Holdings Corp.), Share Purchase Agreement (Seanergy Maritime Holdings Corp.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to each Buyer as of the date hereof and as of the Closing Date that:
Appears in 3 contracts
Samples: Subscription Agreement (Lee Thomas H Equity Fund Iii L P), Subscription Agreement (Decisionone Holdings Corp), Subscription Agreement (Apollo Investment Fund Iii Lp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as follows as of the date hereof and as of the Closing Date thatDate:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Cogdell Spencer Inc.), Asset Purchase and Sale Agreement (Bank United Corp), Asset Purchase and Sale Agreement (Bank United Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as of the date hereof and Execution Date as of the Closing Date thatfollows:
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Sunoco Logistics Partners L.P.), Membership Interest Purchase Agreement (Energy Transfer Partners, L.P.), Membership Interest Purchase Agreement (Enbridge Energy Partners Lp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer Purchaser that as of the date hereof Execution Date and as of on the Closing Date thatDate:
Appears in 3 contracts
Samples: Share Purchase Agreement (Southeast Airport Group), Share Purchase Agreement (Southeast Airport Group), Share Purchase Agreement (Southeast Airport Group)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer the following as of the date hereof Execution Date and, if the Closing occurs, will be deemed to have represented and warranted to Buyer the following as of the Closing Date thatonly:
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Atlas Energy, Inc.), Purchase and Sale Agreement (Atlas Energy Resources, LLC), Purchase and Sale Agreement
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer Purchaser as follows as of the date hereof and as of the Closing Date thatClosing:
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Parlex Corp), Asset Purchase Agreement (Eftc Corp/), Purchase and Sale Agreement (Parlex Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer that as of the date hereof and as of on the Closing Date thatDate:
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Golar LNG LTD), Purchase and Sale Agreement, Purchase and Sale Agreement (Golar LNG Partners LP)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that, as of the date hereof and as of the Closing Date thatDate:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Smithfield Foods Inc), Equity Transfer Agreement (LTX-Credence Corp), Aircraft Purchase Agreement (Progressive Corp/Oh/)
REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to the Buyer as of the date hereof Effective Date and as of the Closing Date thatas follows:
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Cornerstone Growth & Income REIT, Inc.), Purchase and Sale Agreement (Cornerstone Growth & Income REIT, Inc.), Purchase and Sale Agreement (Cornerstone Growth & Income REIT, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer Purchaser as of the date hereof and as of the Closing Date that:
Appears in 3 contracts
Samples: Purchase and Sale Agreement (CorEnergy Infrastructure Trust, Inc.), Share Purchase Agreement (SLP Cathay Holdings Ltd.), Asset Purchase Agreement (Agway Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as As of the date hereof and as of the Closing Date thatDate, Seller hereby represents and warrants to Buyer as follows:
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Pinnacle Gas Resources, Inc.), Asset Purchase Agreement (Printonthenet Com Inc), Asset Purchase Agreement (Printonthenet Com Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date thatDate:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Nuevo Energy Co), Agreement (Delsite, Inc.), Stock Purchase Agreement (Nuevo Energy Co)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer Purchaser, as of the date hereof and as of the Closing Date thatDate, as follows:
Appears in 3 contracts
Samples: Membership Interests Purchase Agreement (HG Holdings, Inc.), Purchase Agreement (Colorado Medtech Inc), Purchase Agreement (Hei Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants warrants, to Buyer and for the benefit of Purchaser and the other Purchaser Indemnitees, as follows, as of the date hereof and as of the Closing Date thatDate:
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (American Public Education Inc), Stock Purchase Agreement (Genius Group LTD), Stock Purchase Agreement (Genius Group LTD)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date thatas follows:
Appears in 3 contracts
Samples: Share Purchase Agreement (PTC Inc.), Purchase Agreement (Fifth Street Asset Management Inc.), Purchase Agreement (NewStar Financial, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date thatDate, as material inducement to Buyer to enter into and perform its obligations under this Agreement as follows:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ubrandit Com), Asset Purchase Agreement (Ubrandit Com)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer Purchaser, as of the date hereof Execution Date and as of the Closing Date that:Date, as follows (except to the extent a separate date is specified within the representation and warranty, in which case, the date set forth therein shall apply):
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Prometheus Laboratories Inc), Asset Purchase and Sale Agreement (Prometheus Laboratories Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer each of the Buyers as of the date hereof and as of hereof, the Closing Date, and the Escrow Release Date that(unless otherwise indicated), as follows:
Appears in 2 contracts
Samples: Ownership Interest Purchase Agreement (Golden Telecom Inc), Ownership Interest Purchase Agreement (Golden Telecom Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of Purchaser on the date hereof Execution Date and as of the Closing Date thatthe following:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Energy Resources 12, L.P.), Purchase and Sale Agreement (Energy Resources 12, L.P.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants Company represent and warrant to Buyer as of the date hereof and as of the Closing Date thatEffective Time as follows:
Appears in 2 contracts
Samples: Merger Agreement and Plan of Reorganization (U S Trucking Inc), Merger Agreement and Plan of Reorganization (U S Trucking Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and as of that on the Closing Date thatDate:
Appears in 2 contracts
Samples: Escrow Agreement (Win Gaming Media, Inc.), Escrow Agreement (Win Gaming Media, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer Purchaser as of the date hereof and as of at the Closing Date thatas follows:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Firstplus Financial Group Inc), Stock Purchase Agreement (Select Media Communications Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer Purchaser (as of the date hereof and as of the Closing Date thatas if made on the Closing Date) as follows:
Appears in 2 contracts
Samples: Asset Purchase Agreement (JPS Textile Group Inc /De/), Asset Purchase Agreement (JPS Industries Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represents and warrants to Buyer that, as of the date hereof and as of through the Closing Date thatDate, Seller is or shall be:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Wireless Frontier Internet Inc), Asset Purchase Agreement (Wireless Frontier Internet Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and Closing Date, as of the Closing Date thatfollows:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Urstadt Biddle Properties Inc), Purchase and Sale Agreement (Urstadt Biddle Properties Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as As of the date hereof and as of the Closing Date thatDate, Seller represents and warrants to Buyer the following:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Health Management Associates Inc), Registration Rights Agreement (Cyberguard Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date that:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Del Global Technologies Corp), Asset Purchase Agreement (Delicious Frookie Co Inc /De/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants warrants, to and for the benefit of Buyer and Buyer as follows as of the date hereof and as of the Closing Date thatDate:
Appears in 2 contracts
Samples: Asset Acquisition Agreement (Blue Moon Group Inc), Asset Acquisition Agreement (Blue Moon Group Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer Buyer, as of the date hereof and as of on the Closing Date thatDate, as follows:
Appears in 2 contracts
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents represents, warrants and warrants covenants to Buyer as of the date hereof and as of the Closing Date thatDate, as follows:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Checkpoint Systems Inc), Asset Purchase Agreement (Checkpoint Systems Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer Purchaser (and re-asserts such representations and warranties at each Closing) the following as of the date hereof and as of the Closing Date thathereof:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sba Communications Corp), Asset Purchase Agreement (Louisiana Unwired LLC)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer the Purchasers as of the date hereof and as of the Closing Date thatas follows:
Appears in 2 contracts
Samples: Stock Purchase and Registration Agreement (Ge Capital Equity Investments Inc), Stock Purchase and Registration Agreement (Valuevision Media Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer Buyer, as of the date hereof and as of the Closing Date thatClosing, as follows:
Appears in 2 contracts
Samples: Agreement of Sale, Asset Purchase Agreement (Golden State Vintners Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as of the date hereof and Buyer, as of the Closing Date thatDate, as follows:
Appears in 2 contracts
Samples: Escrow Agreement (Solar Power, Inc.), Solar Development Acquisition and Sale Agreement (Solar Power, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as follows as of the date hereof and as of the Closing Date thatEffective Time:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ccci Capital Trust Iii), Asset Purchase Agreement (Paxson Communications Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer Purchaser as follows as of the date hereof and as of the Closing Date thatExecution Date:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Aytu Bioscience, Inc), Asset Purchase Agreement (Aytu Bioscience, Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and follows as of the Closing Date thatDate:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Penn Octane Corp), Purchase and Sale Agreement (Rio Vista Energy Partners Lp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents hereby represents- and warrants to Buyer that as of the date hereof Effective Date and as of the Closing Date thatDate:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Shells Seafood Restaurants Inc), Purchase and Sale Agreement (Shells Seafood Restaurants Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as of the date hereof Execution Date and as of the Closing Date thatas follows:
Appears in 2 contracts
Samples: Purchase Agreement (CNX Resources Corp), Purchase Agreement (Noble Energy Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as of the date hereof hereof, and if the Closing occurs, as of the Closing Date that(or, if a representation and warranty speaks as of an earlier date, then made at the Closing as of such earlier date), as follows:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Summit Midstream Partners, LP), Purchase and Sale Agreement (Summit Midstream Partners, LP)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer on and as of the date hereof and as of the Closing Date thatfollows:
Appears in 2 contracts
Samples: Agreement (Swank Inc), Omnibus Agreement (Kasper a S L LTD)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and as of the date of each Closing Date thatas follows:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Amgen Inc), Stock Purchase Agreement (Zurich Cantonalbank)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents The Sellers represent and warrants warrant to Buyer Purchaser, as of the date hereof Effective Date and as of the Closing Date thatDate, the following:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Crescent Real Estate Equities Co), Purchase and Sale Agreement (Crescent Real Estate Equities Co)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents represents, warrants and warrants covenants to Buyer Purchaser as of the date hereof and as of the Closing Date that:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Hallador Petroleum Co), Purchase and Sale Agreement (Hallador Petroleum Co)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer Parties as of the date hereof and as of the Closing Date thatas follows:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Rio Vista Energy Partners Lp), Purchase and Sale Agreement (Penn Octane Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. As of the Closing Date, as defined in Section 11.1 below, the Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date thatfollows:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Altra Holdings, Inc.), Asset Purchase Agreement (Altra Industrial Motion, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents hereby makes the following representations and warrants warranties to Buyer Purchaser as of the date hereof and as of the Closing Date thatDate:
Appears in 2 contracts
Samples: Merchant Asset Purchase Agreement (Paymentech Inc), Merchant Asset Purchase Agreement (Paymentech Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer Purchaser, as of the date hereof hereof, and as of the Closing Date that:Date, as set forth below. For purposes of this Agreement, a "
Appears in 2 contracts
Samples: Agreement for Purchase and Sale (Pinnacle Holdings Inc), Stock Purchase Agreement (SCG Holding Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer Purchaser as of the date hereof Effective Date and as of the Closing Date thatas follows:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Otter Tail Corp), Purchase and Sale Agreement (Otter Tail Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that, except as of the date hereof and as of otherwise expressly stated herein, on the Closing Date thatDate:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Powell Industries Inc), Asset Purchase Agreement (Powell Industries Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer warrants, as of the date hereof and as of the Closing Date thatDate, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rackspace Technology, Inc.), Agreement and Plan of Merger (Rackspace Technology, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to the Buyer as of follows on the date hereof and as of the Closing Date thatDate:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Zemex Corp), Stock Purchase Agreement (Zemex Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer the following as of the date hereof Execution Date and, if the Closing occurs, will be deemed to have represented and warranted to Buyer the following as of the Closing Date thatDate:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Gastar Exploration LTD), Purchase and Sale Agreement
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that as of the date hereof and as of the Closing Date thatDate:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Adams Outdoor Advertising LTD Partnership), Stock Purchase Agreement (Adams Outdoor Advertising Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer Buyer, as of the date hereof and as of the Closing Date thatClosing, as follows:
Appears in 2 contracts
Samples: Unit Purchase Agreement (Pathfinder Acquisition Corp), Asset Purchase and Sale Agreement (OPAL Fuels Inc.)
