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 – 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. (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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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 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. 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.
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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 representations and warranties of the Company set forth in this Agreement are made and given subject to the disclosures contained in the Company Disclosure Letter. The Company will not be or be deemed to be in breach of any such representations and warranties (and no claim will lie in respect thereof) in respect of any such matter so disclosed in the Company Disclosure Letter. Where only brief particulars of a matter are set out or referred to in the Company Disclosure Letter, or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed. The specific disclosures set forth in the Company Disclosure Letter have been organized to correspond to section references in this Agreement to which the disclosure may be most likely to relate, but such disclosure will apply to and will be deemed to be disclosed for the purposes of this Agreement generally, and will be deemed to be exceptions to or modifications or qualifications of all of the representations and warranties contained herein to the extent applicable. The Parent will be deemed to be aware of and there are deemed to have been disclosed to the Parent as if herein set forth (a) all matters fairly disclosed or referred to or contained in this Agreement and in all documents specifically referred to therein, and (b) the contents of and all matters referred to in the documents specifically listed in the Company Disclosure Letter. In the event that there is any inconsistency between this Agreement and matters disclosed in the Company Disclosure Letter, information contained in the Company Disclosure Letter will prevail and will be deemed to be the relevant disclosure. * * * * *

  • Disclosure Schedules The Radiancy Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein.

  • 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 Schedules (a) to the Company’s Knowledge, the Company owns or possesses sufficient legal rights to all Company Intellectual Property without any conflicts with, or infringement of, the rights of others, and no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party; (b) other than with respect to commercially available software products under standard end-user object code license agreements or standard license agreements for open source software, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Patents, Trademarks, Copyrights, Trade Secrets, licenses, information, proprietary rights and processes of any other Person; (c) no claim has been asserted or, to the Company’s Knowledge, threatened against the Company involving any Intellectual Property; (d) to the Company’s Knowledge, it will not be necessary to use any inventions of any of its employees or consultants made prior to or outside the scope of their employment by the Company; (e) each employee and consultant has (i) assigned to the Company all Intellectual Property rights he or she owns that are related to the business of the Company and (ii) executed an agreement with the Company acknowledging the Company’s exclusive ownership of all Intellectual Property invented, created or developed by such employee or independent contractor within the scope of his or her employment or engagement with the Company; (f) the Company does not utilize any open source software in a manner that requires the Company to disclose, make available, or offer or deliver any portion of the source code of any proprietary Company software or component thereof to any third party.

  • Disclosure Schedule 3 18 lists all insurance policies of any nature maintained, as of the Closing Date, for current occurrences by each Credit Party, as well as a summary of the terms of each such policy.

  • 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 the Disclosure Schedule shall only 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, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent to an individual who has read that reference and such representations and warranties.

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