REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, as of the date of this Agreement and as of the Closing, as follows:
Appears in 19 contracts
Samples: Asset Purchase Agreement (Mediacom Communications Corp), Reorganization Agreement (Charter Communications Inc /Mo/), Asset Purchase Agreement (Mediacom Communications Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. To induce Buyer to enter into this Agreement, Seller represents and warrants to Buyer, as of the date of this Agreement and as of the Closing, as follows:
Appears in 14 contracts
Samples: Limited Liability Company Interest Purchase and Sale Agreement (Northland Cable Properties Seven Limited Partnership), Limited Liability Company Interest Purchase and Sale Agreement (Northland Cable Television Inc), Asset Purchase Agreement (Northland Cable Television Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Buyer as of the date hereof (which representations and warranties shall survive the execution and delivery of this Agreement and as the transfer of the ClosingAssets), as followsset forth below:
Appears in 9 contracts
Samples: Plan and Agreement (Global Resource CORP), Plan and Agreement (Global Resource CORP), Plan and Agreement (Global Resource CORP)
REPRESENTATIONS AND WARRANTIES OF SELLER. As of the date of this Agreement, Seller represents and warrants to Buyer, as of the date of this Agreement and as of the Closing, Buyer as follows:
Appears in 9 contracts
Samples: Purchase and Sale Agreement (Allegheny Energy Inc), Purchase and Sale Agreement (Anr Pipeline Co), Asset Purchase Agreement (Exco Resources Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerPurchaser, as of the date of this Agreement and as of the ClosingAgreement, as follows:
Appears in 7 contracts
Samples: Stock Purchase Agreement (Carter Daryl J), Stock Purchase Agreement (Mmi Products Inc), Stock Purchase Agreement (Carter Daryl J)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Purchaser as of the date of this Agreement and as of the Closing, as follows:
Appears in 7 contracts
Samples: Membership Interest Purchase Agreement (Comstock Inc.), Membership Interest Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co), Membership Interest Purchase Agreement (Comstock Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. As of each Closing Date, the Seller warrants and represents to, and warrants to Buyercovenants and agrees with, as of the date of this Agreement and as of the Closing, Purchaser as follows:
Appears in 7 contracts
Samples: Commercial Servicing Agreement (Peoples Preferred Capital Corp), Pooling and Servicing Agreement (BCAP LLC Trust 2008-Ind2), Assignment and Recognition Agreement (BCAP LLC Trust 2006-Aa2)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Buyer as of the date of this Agreement and as of the Closing, as follows:
Appears in 7 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Rentech, Inc.), Limited Liability Company Agreement (Unit Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, as of the date of this Agreement and as of the ClosingAgreement, as follows:
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Energy Xxi (Bermuda) LTD), Purchase and Sale Agreement (Energy XXI Texas, LP), Purchase and Sale Agreement (Pogo Producing Co)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Purchaser as of the date of this Agreement and as of the Closing, Closing Date as follows:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Western Power & Equipment Corp), Asset Purchase Agreement (First Aid Direct Inc), Stock Purchase Agreement (Trendwest Resorts Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Buyer as of the date of this Agreement and as of the Closing, Closing Date as follows:
Appears in 5 contracts
Samples: Stock Purchase and Subscription Agreement (MGCC Investment Strategies Inc), Stock Purchase and Subscription Agreement (MGCC Investment Strategies Inc), Asset Purchase and Sale Agreement (Franklin Credit Management Corp/De/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerSeller, as of the date of this Agreement or such other date as clearly indicated herein, represents and as of the Closing, as followswarrants to Buyer that:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Town Sports International Inc), Asset Purchase Agreement (Town Sports International Inc), Asset Purchase Agreement (Town Sports International Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerPurchaser, as of the date of this Agreement and as of the Closing, as follows:
Appears in 4 contracts
Samples: Agreement of Purchase and Sale (Bell Industries Inc /New/), Agreement of Purchase (Arrow Electronics Inc), Agreement of Purchase (Arrow Electronics Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, as of the date of this Agreement and as of the ClosingClosing Date, as follows:
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Targa Resources Partners LP), Asset Purchase Agreement (Issuer Direct Corp), Stock Purchase and Sale Agreement (Nordicus Partners Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Buyer that as of the date of this Agreement and as of the Closing, as followsClosing Date:
Appears in 4 contracts
Samples: Purchase Agreement and Escrow Instructions, Purchase and Sale Agreement (Golden Energy Marine Corp.), Agreement of Purchase and Sale of Mortgage Loan and Joint Escrow Instructions (Price T Rowe Realty Income Fund Iii)
REPRESENTATIONS AND WARRANTIES OF SELLER. All of the entities comprising Seller represents jointly and warrants severally represent and warrant to Buyer, as of the date of this Agreement and as of the Closing, as follows:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Charter Communications Inc /Mo/), Asset Purchase Agreement (Charter Communications Inc /Mo/), Asset Purchase Agreement (Charter Communications Inc /Mo/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Purchaser as of the date of this Agreement and as of the Closing, Closing Date as follows:follows (it being understood and agreed that Seller makes no representations or warranties in connection with the purchase and sale of the Shares hereunder other than as set forth in this Article III and in Section 7.10 hereof):
Appears in 4 contracts
Samples: Stock Purchase and Sale Agreement (Lyon William), Stock Purchase and Sale Agreement (Lyon William), Stock Purchase and Sale Agreement (Lyon William)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerPurchaser, as of the date of this Agreement and as of through the Closing, Closing Date as follows:
Appears in 4 contracts
Samples: Barmag Agreement (Isolyser Co Inc /Ga/), Asset Purchase Agreement (Isolyser Co Inc /Ga/), Abbeville Plant Agreement (Isolyser Co Inc /Ga/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Purchaser as of the date of this Agreement and as of the Closing, as followsthat:
Appears in 4 contracts
Samples: Preferred Stock Purchase and Sale Agreement (FTD Group, Inc.), Preferred Stock Purchase and Sale Agreement (FTD Group, Inc.), Preferred Stock Purchase and Sale Agreement (FTD Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Buyer as of the date of this Agreement and as of the ClosingClosing Date, as follows:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Bsquare Corp /Wa), Asset Purchase Agreement (Frontiervision Holdings Lp), Asset Purchase Agreement (Mediacom Capital Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents and warrants to Buyerthe Purchaser that, on and as of the date of this Agreement and on and as of the Closing, as followsClosing Date:
Appears in 4 contracts
Samples: Share Purchase Agreement (Open Joint Stock Co Vimpel Communications), Share Purchase Agreement (Open Joint Stock Co Vimpel Communications), Share Purchase Agreement (Eco Telecom LTD)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Buyer as of the date of this Agreement and as of the ClosingClosing Date, as follows:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Apricus Biosciences, Inc.), Asset Purchase Agreement (Bioblast Pharma Ltd.), Asset Purchase Agreement (Avalo Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerBuyer that, as of the date of this Agreement and as of the Closing, as followsClosing Date:
Appears in 3 contracts
Samples: Securities Purchase Agreement (Uranium Energy Corp), Agreement for Purchase and Sale (Poore Brothers Inc), Agreement for Purchase and Sale (Compurad Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller SELLER hereby represents and warrants to Buyer, BUYER as of the date of this Agreement and as of the Closing, Closing as follows:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Willing Holding, Inc.), Asset Purchase Agreement (Valiant Health Care, Inc.), Asset Purchase Agreement (U S Plastic Lumber Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, as of the date of this Agreement and as of the ClosingClosing Date, as follows:
Appears in 3 contracts
Samples: Warrant Purchase Agreement (Premier Biomedical Inc), Asset Purchase Agreement (Potlatch Corp), Asset Purchase Agreement (Ainsworth Lumber Co LTD)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to BuyerPurchaser, as of the date of this Agreement and as of the ClosingClosing Date, as follows:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Synchronoss Technologies Inc), Asset Purchase Agreement (Dynamics Research Corp), Technology Transfer Agreement (Dynamics Research Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyerwarrants, as of the date of this Agreement and as of the ClosingClosing Date, as follows:
Appears in 3 contracts
Samples: Share Purchase Agreement (Blue Heaven Coffee, Inc.), Share Purchase Agreement (JOIN Entertainment Holdings, Inc.), Control Securities Purchase Agreement (Elray Resources, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerPurchaser, as of the date of this Agreement and as of the ClosingClosing Date (as if such representations and warranties were remade on the Closing Date), as follows:
Appears in 3 contracts
Samples: Interest Purchase Agreement (Allegro Biodiesel Corp), Asset Purchase Agreement (M Wave Inc), Asset Purchase Agreement (M Wave Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. As of the execution of this Agreement and the Closing, Seller hereby represents and warrants to Buyer, as of the date of this Agreement and as of the Closing, Buyer as follows:
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement (Golden Developing Solutions, Inc.), Asset Purchase and Sale Agreement (Golden Developing Solutions, Inc.), Asset Purchase and Sale Agreement (Golden Developing Solutions, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyerthe Company, as of the date of this Agreement hereof and as of the Closing, as follows:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Reliv International Inc), Stock Purchase Agreement (Reliv International Inc), Stock Purchase Agreement (Paul & Jane Meyer Family Foundation)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, as of the date of this Agreement and as of the ClosingClosing Date, unless another date is specifically mentioned below, as follows:
Appears in 3 contracts
Samples: Purchase and Assumption Agreement (Harrington Financial Group Inc), Purchase and Assumption Agreement (Harrington Financial Group Inc), Purchase and Assumption Agreement (Harrington West Financial Group Inc/Ca)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, as of the date of this Agreement and as of the ClosingClosing Date, as follows:
Appears in 3 contracts
Samples: Franchise Asset Purchase Agreement, Franchise Asset Purchase Agreement, Franchise Asset Purchase Agreement
REPRESENTATIONS AND WARRANTIES OF SELLER. As of the date of ---------------------------------------- this Agreement, Seller represents and warrants to Buyer, as of the date of this Agreement and as of the Closing, Buyer as follows:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Carbon Energy Corp), Stock Purchase Agreement (Cec Resources LTD)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Buyer as of the date of this Agreement and as of the Closing, as follows:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Nelnet Inc), Stock Purchase Agreement (Nelnet Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Buyer as of the date of this Agreement and as of the ClosingClosing Date, as follows:.
Appears in 2 contracts
Samples: Share Purchase Agreement (Pingtan Marine Enterprise Ltd.), Share Purchase Agreement (Pingtan Marine Enterprise Ltd.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerSeller, as of the date of this Agreement and as of the ClosingClosing Date, represents and warrants to Purchaser as follows:.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Competitive Companies Inc), Asset Purchase Agreement (Third Enterprise Service Group Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Buyer as of the date of this Agreement and as of the ClosingClosing Date, except as otherwise Previously Disclosed, as follows:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Commercial Federal Corp), Stock Purchase Agreement (Commercial Federal Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Buyer as of the execution date of this Agreement and as of the Closing, Closing as follows:
Appears in 2 contracts
Samples: Asset Purchase Agreement (OVERSTOCK.COM, Inc), Stock Purchase Agreement (OVERSTOCK.COM, Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, the Company as of the date of this Agreement and as of the Closing, each Settlement Date as follows:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Trico Marine Services Inc), Stock Purchase Agreement (Kistefos As)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, the Company as of the date of this Agreement and as of the Closing, Closing Date as follows:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Dynabazaar Inc), Stock Purchase Agreement (Miller Lloyd I Iii)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Purchaser as follows as of the date of this Agreement and as of the Closing, as followsClosing Date:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Zayo Group LLC), Stock Purchase Agreement (Zayo Group Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerPurchaser, as of the date of this Agreement and as of the ClosingDate, as follows:
Appears in 2 contracts
Samples: Asset Purchase Agreement (King Pharmaceuticals Inc), Asset Purchase Agreement (King Pharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerPurchaser, as of the date of this Agreement and as of the ClosingEffective Date, as follows:
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Juniata Valley Financial Corp), Purchase and Assumption Agreement (Orrstown Financial Services Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller SELLER represents and warrants to Buyer, as that at the time of the date execution of this Agreement and as of at the Closing, as followsClosing thereof:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sector 5, Inc.), Stock Purchase Agreement (Sector 5, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. As a material inducement to Buyer to enter into this Agreement, to purchase the Assets and assume the Assumed Liabilities, Seller hereby represents and warrants to Buyer, (a) as of the date of this Agreement hereof and (b) as of the ClosingClosing Date, as followsthat:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Corinthian Colleges Inc), Asset Purchase Agreement (Corinthian Colleges Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents and warrants the Seller Entity each jointly and severally represent and warrant to Buyer, as of the date of this Agreement and again as of the ClosingClosing Date, as followsthe following:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Execute Sports Inc), Asset Purchase Agreement (Challenger Powerboats, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents The Sellers hereby, jointly and warrants severally, represent and warrant to Buyer, both as of the date of this Agreement and, for purposes of Articles 9 and 11, as of the ClosingClosing Date, as follows:
Appears in 2 contracts
Samples: Interest Purchase Agreement (Inergy L P), Interest Purchase Agreement (Star Gas Partners Lp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerPurchaser, as of the date Effective Date of this Agreement and as of the Closing(subject to Section 6.3), as follows:
Appears in 2 contracts
Samples: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents hereby represents, warrants and warrants covenants to Buyer, the Company and the Purchaser as of the date of this Agreement and as of the Closing, as followsthe following:
Appears in 2 contracts
Samples: Stock and Warrant Purchase Agreement (Canopy Group Inc), Stock and Warrant Purchase Agreement (Ebiz Enterprises Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, as As of the date of this Agreement and as of the ClosingClosing Date, Seller represents and warrants to Buyer as follows:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Gastar Exploration LTD), Purchase and Sale Agreement (Gastar Exploration LTD)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerPurchaser, as of the date of this Agreement and as of the date of Closing, as follows:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Golden Developing Solutions, Inc.), Asset Purchase Agreement (Golden Developing Solutions, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Buyer that as of the date of this Agreement and as of the Closing, as followsClosing Date the following are true and correct:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Viking Energy Group, Inc.), Purchase and Sale Agreement (Viking Energy Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller warrants and represents to Purchaser, all to its knowledge and warrants to Buyerwithout making any independent inquiries in connection with this Agreement, that as of the date of this Agreement hereof and as of the Closing, as followsClosing Date::
Appears in 2 contracts
Samples: Consulting Agreement (Paramark Enterprises Inc), Assets Purchase and Sale and Security Agreement (Paramark Enterprises Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Subject to all of the terms, conditions and provisions of this Agreement, the Seller hereby represents and warrants to BuyerPurchaser, as of the date of this Agreement hereof and as of the Closing, as follows:
Appears in 2 contracts
Samples: Stock Purchase Agreement (GelTech Solutions, Inc.), Stock Purchase Agreement (GelTech Solutions, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, as of the date of this Agreement and as of the ClosingAgreement, as followsthat:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Harris Interactive Inc), Asset Purchase Agreement (Eltrax Systems Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyerwarrants, as of the date Agreement Date and the Closing Date, to each of this Agreement Buyer and as of the ClosingIssuer, as follows:: Section 3.1
Appears in 2 contracts
Samples: Registration Rights Agreement (NorthStar Healthcare Income, Inc.), Membership Interest Purchase Agreement (American Healthcare REIT, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Purchaser as of the date of this Agreement and as of the ClosingClosing Date, as follows:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Iparty Corp), Asset Purchase Agreement (Forstmann & Co Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to Buyer, the Purchaser as of the date of this Agreement and as of the Closing, Closing Date as follows:
Appears in 2 contracts
Samples: Partnership Interest Purchase Agreement (Miracor Diagnostics Inc), Capital Stock Purchase Agreement (Miracor Diagnostics Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents Seller, and warrants to Buyerwhere applicable the Company, as represent and warrant that at the time of the date execution of this Agreement and as of at the Closing, as followsClosing thereof:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cardio Vascular Medical Device Corp), Share Purchase Agreement (Jet Neko, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, as of Buyer and Company at the date time of this Agreement and as of the Closing, Closing as follows:
Appears in 2 contracts
Samples: Share Exchange Agreement (Future FinTech Group Inc.), Share Exchange Agreement (Future FinTech Group Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Buyer as of the date of this Agreement and as of the Closing, Closing Date as follows:
Appears in 2 contracts
Samples: License Purchase Agreement (Cincinnati Bell Inc), Asset Purchase Agreement (Adaptive Solutions Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Buyer that as of the date of this Agreement and as of the Closing, as followsAgreement:
Appears in 2 contracts
Samples: LLC Interest Purchase Agreement (Holly Energy Partners Lp), LLC Interest Purchase Agreement (HollyFrontier Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Purchaser as of the date of this Agreement and as of the Closing, as followsTime of Closing that:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Inyx Inc), Confidential Treatment (Inyx Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerPurchaser that, as of the date of this Agreement and as of the Closing, as followsAgreement:
Appears in 2 contracts
Samples: Asset Purchase Agreement (United Components Inc), Asset Purchase Agreement (UCI Holdco, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, as of Purchaser on the date of this Agreement and on the Closing Date (unless a representation or warranty speaks as of the Closing, a different date) as follows:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Tri Valley Corp), Purchase and Sale Agreement (Tri Valley Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerPurchaser, as of the date of this Agreement and as of the ClosingClosing Date, as follows:
Appears in 1 contract
Samples: Acquisition Agreement (Global Election Systems Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents represents, warrants and warrants covenants to BuyerPurchaser, as of the date of this Agreement and as of the ClosingClosing Date, as follows:
Appears in 1 contract
Samples: Equity Purchase Agreement (Questor Partners Fund Ii L P)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerBuyer as of the Effective Date and, except to the extent that Seller shall have provided written notice to Buyer of a matter contemplated by Section 6.2(i), as of the date of this Agreement and as of the Closing, Closing as follows:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Sentio Healthcare Properties Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, as that at the time of the date execution of this Agreement and as of at the Closing, as followsClosing thereof:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Buyer as of the date of execution of this Agreement Agreement, and as of the ClosingClosing Date, as follows:
Appears in 1 contract
Samples: Asset Purchase Agreement (TNS Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Buyer as follows both as of the date of this Agreement and as of the date of Closing, as follows:
Appears in 1 contract
Samples: Restrictive Covenants Agreement (Wilshire Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Buyer as of the date of this Agreement and as of the Closing, as followsDate:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Purchaser that as of the date of this Agreement and as of the Closing, as followsAgreement:
Appears in 1 contract
Samples: Securities Purchase Agreement (Encore Capital Group Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Purchasers as of the date of this Agreement and as of the Closing, as followsClosing Date that:
Appears in 1 contract
Samples: Asset Purchase Agreement
REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents and warrants to Buyerthe Purchaser that, on and as of the date of this Agreement and on and as of the Closing, as follows:Closing Date (unless otherwise provided herein):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. (a) Seller hereby represents and warrants to BuyerPurchaser, as of the date of this Agreement and as of the ClosingClosing Date, as follows:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Heartland Partners L P)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller (jointly and severally) represents and warrants to Buyer, as of the date of this Agreement and as of the ClosingClosing Date, as follows:
Appears in 1 contract
Samples: Purchase Agreement (Insignia Financial Group Inc /De/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, as As of the date of this Agreement and as of the ClosingClosing Date, Seller represents and warrants to Buyer as follows:
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (Ridgewood Power Growth Fund /Nj)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, on his own behalf and for the Companies as of the date of this Agreement and as of the Closing, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Purchaser as of the date of this Agreement and as of the ClosingAgreement, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Buyer as of the date of this Agreement and as of the Closing, as followsAgreement:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Envestnet, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyerwarrants, as of the date of this Agreement and as of the ClosingAgreement, to Buyer as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, as of the date of execution of this Agreement and as of the ClosingClosing Date, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyerwarrants, as of the date Date of this Agreement and as of the ClosingEffective Date, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Buyer that as of the date of this Agreement and as of the Closing, as followsClosing Date:
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Azure Midstream Partners, Lp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerBuyer as follows, in each case as of the date of this Agreement and as of the Closing, as followsAgreement:
Appears in 1 contract
Samples: Asset Purchase Agreement (Mindspring Enterprises Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Buyer as of the date of this Agreement Agreement, and as of the ClosingClosing Date, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Buyer as follows. As of the date Closing Date, such representations and warranties shall be made in accordance with Section 7.1 of this Agreement and as of the Closing, as follows:Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Spanish Broadcasting System Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, the following as of the date time of signing this Agreement and as of the Closing, as followsClosing Date:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby severally represents and warrants to Buyer, Buyer as of the date of this Agreement and as of the Closing, Closing Date as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerBuyer as follows, each of which representations and warranties shall be accurate in all material respects as of the date of this Agreement and as of the Closing, as followsClosing Date:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerSeller, as of the date of this Agreement and as of the ClosingClosing Date, as followsrepresents and warrants to Purchaser that:
Appears in 1 contract
Samples: Agreement for Purchase and Sale (Us Wireless Online Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Buyer as of the date of this Agreement and as of the ClosingClosing Date, and subject to the limitations set forth in Section 14.1, as follows:
Appears in 1 contract
Samples: Asset Purchase Agreement (Platinum Entertainment Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents and warrants to Buyer, the Buyer as of follows on the date of this Agreement and as of the Closing, as followsClosing Date:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Purchaser as follows (i) as of the date of this Agreement and (ii) as of the time of the Closing with the same force and effect as if made at and as of the time of the Closing, as follows:
Appears in 1 contract
Samples: Asset Purchase Agreement (Aqua Care Systems Inc /De/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Purchaser as of the date of this the Original Agreement (and with respect to the representations and warranties set forth in Sections 3.1. 3.4 and 3.5 as of the Closing, date hereof) as follows:
Appears in 1 contract
Samples: Stock Purchase Agreement (Psychiatric Solutions Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerPurchaser that, as of at the date of this Agreement and as on the date of the Closing, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Purchaser as of the date of this Agreement and as of the Closing, Closing as follows:
Appears in 1 contract
Samples: Stock Purchase Agreement (Oplink Communications Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Buyer as of the date of this Agreement and as on the date of closing, the Closing, as followsfollowing shall be true and correct:
Appears in 1 contract
Samples: Agreement for Purchase and Sale (Eagle Hardware & Garden Inc/Wa/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, as of the date of this Agreement and as of the Closing, as follows:
Appears in 1 contract
Samples: Asset Purchase Agreement (Worldcast Interactive Inc)
