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 (Ids Jones Growth Partners 89-B LTD), Asset Purchase Agreement (Cable Tv Fund 14-a LTD), 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 Television Inc), Interest Purchase Agreement (Tele Communications International Inc), Asset Purchase Agreement (Northland Cable Television Inc)
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: Asset Purchase Agreement (Exco Resources Inc), Purchase and Sale Agreement (Allegheny Energy Inc), Purchase and Sale Agreement (Anr Pipeline Co)
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. 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 (Carter Daryl J), Stock Purchase Agreement (Chookaszian Dennis)
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 (AMERICAN BATTERY TECHNOLOGY Co)
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: Limited Liability Company Agreement (Unit Corp), Membership Interest Purchase Agreement (Rentech, Inc.), Membership Interest Purchase Agreement
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: Pooling and Servicing Agreement (BCAP LLC Trust 2008-Ind1), Residential Servicing Agreement (Peoples Preferred Capital Corp), Commercial Servicing Agreement (Peoples Preferred Capital Corp)
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 6 contracts
Samples: Asset Purchase Agreement, Stock Purchase and Subscription Agreement (MGCC Investment Strategies Inc), Stock Purchase and Subscription Agreement (MGCC Investment Strategies Inc)
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 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 (Pogo Producing Co), Purchase and Sale Agreement (Energy Xxi (Bermuda) LTD)
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, as of the date of this Agreement Effective Date and as of the ClosingClosing Date, as follows:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Bluebird Bio, Inc.), Asset Purchase Agreement (Argenx Se), Asset Purchase Agreement (Marinus Pharmaceuticals, 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 (Arrow Electronics Inc), Agreement of Purchase (Arrow Electronics Inc), Agreement of Purchase (Arrow Electronics Inc)
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. 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 (Mediacom LLC), Asset Purchase Agreement (Frontiervision Holdings Lp)
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, 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: Asset Purchase 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 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: Asset Purchase Agreement (Six15 Technologies Holding Corp.), Purchase and Sale Agreement (FTD Companies, Inc.), Asset Purchase Agreement (Vuzix 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 (Avalo Therapeutics, Inc.), Asset Purchase Agreement (Bioblast Pharma Ltd.), Asset Purchase Agreement (Seelos Therapeutics, Inc.)
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 Buyerwarrants, as of the date of this Agreement and as of the ClosingClosing Date, as followsto Buyer, that:
Appears in 4 contracts
Samples: Securities Purchase Agreement (Coliseum Capital Management, LLC), Securities Purchase Agreement (Coliseum Capital Management, LLC), Securities Purchase Agreement (Coliseum Capital Management, LLC)
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: Stock Purchase and Sale Agreement (Nordicus Partners Corp), Purchase and Sale Agreement (Targa Resources Partners LP), Asset Purchase Agreement (Issuer Direct 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: Control Securities Purchase Agreement (Elray Resources, Inc.), Share Purchase Agreement (JOIN Entertainment Holdings, Inc.), Share Purchase Agreement (Blue Heaven Coffee, 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 3 contracts
Samples: Real Estate Contract, Real Estate Contract, Natural Gas Services Group Inc
REPRESENTATIONS AND WARRANTIES OF SELLER. Subject to all of the terms, conditions and provisions of this Agreement, Seller hereby represents and warrants to BuyerPurchaser, as of the date of this Agreement hereof and as of the ClosingClosing Date, as follows:
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement (Pioneer Companies Inc), Purchase Agreement (Grill Concepts Inc), Asset Purchase Agreement (Pioneer Americas Acquisition Corp)
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 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), Technology Transfer Agreement (Dynamics Research Corp), Asset Purchase Agreement (Dynamics Research 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 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. 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 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 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 (Valiant Health Care, Inc.), Asset Purchase Agreement (Willing Holding, Inc.), Asset Purchase Agreement (U S Plastic Lumber Corp)
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 Buyer that on the date of this Agreement and as of the Closing, as followsClosing Date:
Appears in 3 contracts
Samples: Escrow Agreement, Escrow Agreement (Win Gaming Media, Inc.), Escrow Agreement (Win Gaming Media, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to BuyerBuyers as follows, as of the date of this Agreement hereof and as of the Closing, as followsClosing that:
Appears in 3 contracts
Samples: Purchase Agreement, Purchase Agreement (Helu Carlos Slim), Purchase Agreement (At&t Inc.)
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 represents and warrants to Buyer, Purchaser that as of the date of this Agreement and as of the Closing, as followsAgreement:
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Alliance Laundry Corp), Stock Purchase Agreement (Chancellor Media Corp of Los Angeles)
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, 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. 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 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 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 (Ebiz Enterprises Inc), Stock and Warrant Purchase Agreement (Canopy Group 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. Except as set forth in the Disclosure Letter, 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 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Armstrong Flooring, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to BuyerPurchaser, as of the date of this Agreement hereof, and as of the ClosingClosing Date, as follows: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, 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 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. Seller represents and warrants to Buyer, as of the date of this Agreement and Buyer as of the Closing, as follows:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Basanite, Inc.), Stock Purchase Agreement (Basanite, 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 (Kistefos As), Stock Purchase Agreement (Trico Marine Services Inc)
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 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (GTX Inc /De/)
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 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: Share Purchase Agreement (Jet Neko, Inc.), Stock Purchase Agreement (Cardio Vascular Medical Device Corp)
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 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 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 Buyer, as of the date of this Agreement hereof and as of the Closing, as follows:
Appears in 2 contracts
Samples: Agreement of Sale, Asset Purchase Agreement (Golden State Vintners Inc)
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. Except as set forth on the Disclosure Letter, Seller hereby represents and warrants to BuyerBuyer that, as of the date of this Agreement and as of the Closing, as followsClosing Date:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Barnes Group Inc), Asset Purchase Agreement (MSC Industrial Direct Co 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. 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. 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. 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 and warrants warrants, to Buyer, and for the benefit of Buyer and Buyer as follows as of the date of this Agreement hereof and as of the Closing, as followsClosing Date:
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 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. 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 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. Except as disclosed in the Disclosure Schedule, Seller represents and warrants to Buyer, Buyer as of the date of this Agreement and as of the Closing, as followsClosing that:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Affinity Gaming, LLC), Assignment and Assumption Agreement (Affinity Gaming, LLC)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer, Buyer as of the date of this Agreement Date and as of the ClosingClosing Date, as follows:
Appears in 2 contracts
Samples: Share Purchase Agreement (Sigma Designs Inc), Share Purchase Agreement (Exar Corp)
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 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 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: Confidential Treatment (Inyx Inc), Asset Purchase Agreement (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 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 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 (HollyFrontier Corp), LLC Interest Purchase Agreement (Holly Energy Partners Lp)
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. 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 hereby represents and warrants to Buyer, Buyer as of the date of this Agreement and as of the Closing, as followsDate:
Appears in 2 contracts
Samples: Share Purchase Agreement (Quinstreet, Inc), Share Purchase Agreement
REPRESENTATIONS AND WARRANTIES OF SELLER. As of the date hereof and as of the Closing, Seller represents and warrants to Buyer, as of the date of this Agreement and as of the Closingagrees with Buyer, as follows:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Intersil Corp), Asset Purchase Agreement (Align Rite International Inc)
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. The Seller hereby represents and warrants to the Buyer, as of the date of this Agreement and as of the ClosingAgreement, as follows:
Appears in 1 contract
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:: 2.01
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 ClosingAgreement, 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 ClosingClosing Date, as follows:
Appears in 1 contract
Samples: Asset Purchase Agreement (Information Management Associates Inc)
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:: Organization and Power
Appears in 1 contract
Samples: Sale and Purchase Agreement
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
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 hereby represents and warrants to Buyer, Buyer as of the date of this Agreement (and not as of the Closing, any other time) as follows:
Appears in 1 contract
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)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, warrant as of the date of this Agreement and as of the Closing, as followsTransaction Date to Purchaser that:
Appears in 1 contract
Samples: Agreement of Purchase and Sale (General Environmental Corp/Nh)
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 followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Each Seller represents and warrants to Buyer, hereby makes as of the date of this Agreement Agreement, and as of at the ClosingClosing (on a several basis, as followsand solely to the extent applicable to such Seller), the following representations and warranties to Purchaser:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Subject to the matters specifically listed or disclosed in the Schedules to this Agreement, Seller represents and warrants to Buyer, as of the date of this Agreement hereof and as of the Closing, as followsthe following:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, Offeror as follows as of the date of this Agreement and as of the Closing, as followsAgreement:
Appears in 1 contract
Samples: Global Telesystems Group Inc
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, as As of the date execution of this Agreement and as of the Closing, Seller and Equity Holder hereby represent and warrant to Buyer as follows:
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (MedAvail Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants as to Buyer, itself only to Buyer as of the date of this Agreement and as of the ClosingClosing that, except as follows:disclosed in the Disclosure Schedules (subject to Section 13.13):
Appears in 1 contract
Samples: Purchase and Sale Agreement (Natural Resource Partners Lp)
