List of Exceptions definition
Examples of List of Exceptions in a sentence
Seller represents, warrants and covenants to and with Buyer that to its Knowledge, each statement set out in Section 3 (each a “Warranty”, collectively the “Warranties”) and set out in the List of Exceptions delivered to Buyer, is true, accurate and not misleading at Closing: Seller acknowledges that Buyer has been induced to enter into this Agreement by the Warranties of the Seller and has fully relied on the truth and accuracy of the Warranties.
The representations and warranties of Newco and ART contained herein shall be true, complete and accurate in all material respects as of the date when made and at and as of the Closing Date (with such updating of the List of Exceptions set forth on EXHIBIT D-2 as shall be necessary or appropriate) as though such representations and warranties were made at and as of such date.
All representations, warranties, covenants, and obligations in this Agreement, the List of Exceptions and the supplements to the List of Exceptions, will survive the Closing and remain in effect for a period of one year thereafter, provided, however, that the representations and warranties set forth in Section 3.10 (Taxes) will survive the Closing and remain in effect for a period of three years thereafter, and the representations and warranties in Section 3.3 (Capitalization) shall not expire.
Schedule A SCHEDULE B List of Exceptions.............................
Schedule 2.07 Adverse Changes Schedule 2.08 Compliance Schedule 2.09 List of Exceptions Schedule 2.10 Undisclosed Liabilities Schedule 2.12 Liens, Etc.
Seller represents and warrants that as of the Closing Date except as disclosed in the Balance Sheet, due diligence request response or List of Exceptions attached hereto as Exhibit E, that there will be no material liabilities, (including Medicare, MediCal or other insurance liabilities), liens, tax liabilities, actions, actual, pending or threatened that may have a material adverse effect on the business of the Company (the “Liabilities”).
Upon the execution and delivery by Seller to Buyer of this Agreement and the List of Exceptions (collectively, the “Seller’s Closing Documents”), the Seller’s Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.
Except as set forth in the List of Exceptions, the Company has no known liabilities or obligations of any nature except for liabilities or obligations reflected or reserved against in the Balance Sheet or the Interim Balance Sheet and current liabilities incurred in the Ordinary Course of Business since the respective dates thereof.
U.S. BANK NATIONAL ASSOCIATION, as Custodian By:________________________________ Name:______________________________ Title:_____________________________ Exhibit A --------- List of Exceptions ------------------ [None] EXHIBIT N FORM OF FINAL CERTIFICATION OF THE CUSTODIAN [__________ __, ____] Banc of America Funding Corporation 214 North Tryon Street Charlotte, North Carolina 28255 Wells Fargo Ba▇▇, ▇.▇.
The representations and warranties of EQK contained herein shall be true, complete and accurate in all material respects as of the date when made and at and as of the Closing Date (with such updating of the List of Exceptions set forth on EXHIBIT D-1 as shall be necessary or appropriate) as though such representations, warranties and statements were made at and as of such date.