REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 22 contracts
Samples: Purchase and Assumption Agreement (German American Bancorp, Inc.), Purchase and Assumption Agreement (First Commonwealth Financial Corp /Pa/), Purchase and Assumption Agreement (Bank of Commerce Holdings)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules, Seller represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 9 contracts
Samples: Asset Purchase Agreement (MeiraGTx Holdings PLC), Agreement and Plan of Merger (Cross Country Healthcare Inc), Membership Interest Purchase Agreement (Leidos, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except Except as set forth in the Seller Disclosure ScheduleSchedules, Seller hereby represents and warrants to Buyer as follows:
Appears in 9 contracts
Samples: Stock Purchase Agreement (Sensata Technologies Holding PLC), Securities Purchase Agreement (Conmed Corp), Equity Purchase Agreement
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as otherwise disclosed to Purchaser in the schedules to this Agreement, Seller hereby represents and warrants the following to Purchaser as follows, except as set forth in the Seller Disclosure SchedulePurchaser:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Health & Nutrition Systems International Inc), Asset Purchase Agreement (Tisi Christopher), Asset Purchase Agreement (Miracor Diagnostics Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as followsBuyer that, except as set forth in the disclosure schedule delivered by Seller to Buyer and attached hereto and made a part hereof (the “Seller Disclosure Schedule:”):
Appears in 4 contracts
Samples: Intellectual Property Purchase Agreement, Intellectual Property Purchase Agreement (FBEC Worldwide Inc.), Intellectual Property Purchase Agreement (Clone Algo Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents represents, warrants and warrants undertakes to Purchaser as followsthat, except as set forth in the Seller Disclosure Schedule:
Appears in 4 contracts
Samples: Stock Purchase Agreement (General Devices Inc), Stock Purchase Agreement (General Devices Inc), Stock Purchase Agreement (DU Deli)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except Except as set forth in the Seller Disclosure Schedule, Seller represents and warrants to Buyer as follows:
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Fortress Transportation & Infrastructure Investors LLC), Membership Interest Purchase Agreement (United States Steel Corp), Stock Purchase Agreement (First Bancorp /Pr/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Subject to the Seller Disclosure Schedule, Seller represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Aroc Inc), Purchase and Sale Agreement (Aroc Inc), Purchase and Sale Agreement (Aroc Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller Disclosure Schedule attached hereto (the “Seller Disclosure Schedule”), Seller hereby represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 4 contracts
Samples: Asset Purchase Agreement (ContraVir Pharmaceuticals, Inc.), Asset Purchase Agreement (ContraVir Pharmaceuticals, Inc.), Asset Purchase Agreement (Synergy Pharmaceuticals, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as followsthat, except as set forth in the Seller Disclosure Schedule:
Appears in 4 contracts
Samples: Asset Purchase Agreement (EnterConnect Inc), Asset Purchase Agreement (EnterConnect Inc), Asset Purchase Agreement (EnterConnect Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules (but subject to Section 11.12), Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure ScheduleBuyer that:
Appears in 4 contracts
Samples: Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement (Smith a O Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser, subject to such exceptions as are specifically disclosed in the disclosure schedules supplied by Seller to Purchaser (collectively the "Seller Disclosure Schedules"), as referenced within the applicable Sections and dated as of the date hereof, which disclosures shall be deemed to be representations and warranties hereunder, as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 3 contracts
Samples: Asset Purchase Agreement (P Com Inc), Asset Purchase Agreement (Speedcom Wireless Corp), Asset Purchase Agreement (Speedcom Wireless Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, In each case except as set forth in the Seller Disclosure Schedule, Seller represents and warrants to Acquiror as follows:
Appears in 3 contracts
Samples: Purchase Agreement (Madison Square Garden Co), Purchase Agreement (Cablevision Systems Corp /Ny), Purchase Agreement (Charter Communications, Inc. /Mo/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except Except as set forth in the Disclosure Schedules, Seller Disclosure Schedulehereby represents and warrants to Buyer as follows:
Appears in 3 contracts
Samples: Asset Purchase Agreement (GPB Holdings II, LP), Stock Purchase Agreement (Paychex Inc), Share and Asset Purchase Agreement (Grifols SA)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except Except as set forth in the Seller Disclosure Schedule, Seller hereby represents and warrants to Purchaser as follows:
Appears in 3 contracts
Samples: Stock Purchase Agreement (BALL Corp), Stock Purchase Agreement (BALL Corp), Agreement and Plan of Merger (Provident New York Bancorp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except Except as set forth in the Seller Disclosure Schedule, Seller hereby represents and warrants to Buyer as follows:
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Asset Purchase Agreement (TigerLogic CORP)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as followsBuyer that, except as set forth in the Seller Disclosure ScheduleSchedules:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Journey Medical Corp), Asset Purchase Agreement (Journey Medical Corp), Asset Purchase Agreement (Fortress Biotech, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as followsBuyer that, except as set forth in the Seller Disclosure Scheduledisclosure schedules accompanying this Agreement:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Cray Inc), Asset Purchase Agreement (Nutrition Medical Inc), Asset Purchase Agreement (Galagen Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as followsBuyer that, except as set forth in the Seller applicable subsection of the Disclosure Schedule:Schedule (or deemed disclosed with respect to a particular subsection of this ARTICLE III pursuant to Section 10.10 hereof):
Appears in 3 contracts
Samples: Asset Purchase Agreement (Rite Aid Corp), Asset Purchase Agreement (Freds Inc), Asset Purchase Agreement (Walgreens Boots Alliance, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as followsthat, except as set forth in the Seller Disclosure Schedule:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Metalico Inc), Asset Purchase Agreement (Metalico Inc), Asset Purchase Agreement (Verso Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedules (but subject to Section 11.11), Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure ScheduleBuyer that:
Appears in 3 contracts
Samples: Asset and Membership Interest Purchase Agreement (Bob Evans Farms Inc), Asset and Stock Purchase Agreement (Darden Restaurants Inc), Asset and Stock Purchase Agreement (Darden Restaurants Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth on the Disclosure Schedule (subject to Section 10.5), Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure ScheduleBuyer that:
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Nexstar Media Group, Inc.), Asset Purchase Agreement (E.W. SCRIPPS Co)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the disclosure schedules of Seller (the “Seller Disclosure Schedule”), Seller hereby represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Acorda Therapeutics Inc), Asset Purchase Agreement, Asset Purchase Agreement (Athenex, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Seller represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 3 contracts
Samples: Limited Liability Company Interest Purchase Agreement (HomeSmart Holdings, Inc.), Equity Purchase Agreement (CalAmp Corp.), Asset Purchase Agreement (MWI Veterinary Supply, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser Except as follows, except as set forth disclosed in the Seller Disclosure Schedule, Seller hereby represents and warrants to Buyer as follows:
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Instinet Group Inc), Asset Purchase and Sale Agreement (Crown Media Holdings Inc), Purchase and Sale Agreement (Crown Media Holdings Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as followsthat, except as set forth in the Seller Disclosure ScheduleSchedules:
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Probe Manufacturing Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as followsthat, except as set forth or disclosed in the Seller Seller's Disclosure Schedule:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Ocean Energy Inc /Tx/), Exhibit 2 Purchase and Sale Agreement (Semco Energy Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents Sellers represent and warrants warrant to Purchaser as followsPurchasers, jointly and severally, that, except as set forth in the disclosure schedule delivered by Sellers to Purchaser Representative prior to the execution and delivery of this Agreement (the “Seller Disclosure Schedule:”):
Appears in 2 contracts
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller Disclosure Schedules, Seller hereby represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Shimmick Corp), Purchase and Sale Agreement (Aecom)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as followsBuyer that, except as set forth in the disclosure schedule provided by Seller to Buyer (the “Disclosure Schedule:”):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Houghton Mifflin Harcourt Co), Master Purchase and Sale Agreement (Perkinelmer Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as followsBuyer, except as set forth in the Seller disclosure schedule accompanying this Agreement (the “Disclosure Schedule”), as follows:
Appears in 2 contracts
Samples: Personal Property Purchase Agreement (Startek Inc), Real Property Purchase Agreement (Startek Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as followsPurchaser, except as set forth in the Seller Disclosure ScheduleSchedules, that:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Amergent Hospitality Group Inc.), Asset Purchase Agreement (SunOpta Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser Buyer as follows, except as set forth in on the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Hercules Offshore, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in Seller’s Disclosure Schedules, Seller represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Vera Therapeutics, Inc.), Asset Purchase Agreement (Vera Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as followsthat, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Gilead Sciences Inc), Asset Purchase Agreement (Osi Pharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller Disclosure Schedule, Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Shutterstock, Inc.), Execution Version
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as otherwise indicated on Seller's Disclosure Schedule, Seller represents represents, warrants and warrants to Purchaser agrees as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Dj Orthopedics Inc), Asset Purchase Agreement (Orthologic Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as followsBuyer that, except as set forth in otherwise indicated or disclosed on the Seller Seller’s Disclosure Schedule:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Mellon Financial Corp), Stock Purchase Agreement (Affiliated Computer Services Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as followsthat, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Metalico Inc), Asset Purchase Agreement (Metalico Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as disclosed in the Seller Disclosure Schedules, Seller represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Purchase Agreement (Alcoa Corp), Purchase Agreement (Kaiser Aluminum Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Seller’s Disclosure Schedule, Seller represents and warrants to Purchaser Purchaser, as followsof Closing, except as set forth in the Seller Disclosure Schedulethat:
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Callwave Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in disclosure schedules (the "Seller's Disclosure Schedules") prepared by Seller and delivered to Buyer in connection with the execution and delivery of this Agreement, Seller hereby represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Staceys Buffet Inc), Asset Purchase Agreement (Star Buffet Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except Except as set forth in the Seller Disclosure Schedule, Seller hereby represents and warrants to Buyer as follows:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Zomedica Corp.), Asset Purchase Agreement (Pharma-Bio Serv, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as followsBuyer that, except as set forth in the Seller Disclosure ScheduleSchedules:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Starwood Property Trust, Inc.), Asset Purchase Agreement (Western Alliance Bancorporation)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser Purchaser, subject to such exceptions as follows, except as are specifically set forth in the disclosure schedules (referencing the appropriate section and paragraph numbers) supplied by Seller Disclosure Scheduleto Purchaser (the "Schedules") and dated as of the date hereof, as follows:
Appears in 2 contracts
Samples: Asset Acquisition Agreement (Tegal Corp /De/), Asset Acquisition Agreement (Tegal Corp /De/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as followsPurchaser, except as subject to the disclosures and exceptions set forth in the disclosure schedules delivered by Seller to Purchaser concurrently herewith (the “Disclosure ScheduleSchedules”), as follows:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Opko Health, Inc.), Asset Purchase Agreement (Arlo Technologies, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Subject to Section 11.15, except as set forth in the disclosure schedule delivered to Purchaser prior to the execution of this Agreement (the “Seller Disclosure Schedule”), Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Celgene Corp /De/), Asset Purchase Agreement (Amgen Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in (a) the Seller Disclosure Schedule or (b) to the extent relating to the Excluded Assets or the Excluded Liabilities, Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Eastman Kodak Co), Stock and Asset Purchase Agreement (Eastman Kodak Co)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedule (defined below), Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Mainstreet Bankshares Inc), Stock Purchase Agreement (Citizens Banking Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, that except as set forth disclosed in the Seller Disclosure a Schedule:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Plum Creek Timber Co L P), Mill Asset Purchase and Sale Agreement (Plum Creek Timber Co L P)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as followsPurchaser, except as expressly set forth herein and in the disclosure schedule delivered by Seller to Purchaser before the execution and delivery of this Agreement (the “Seller Disclosure Schedule”), as follows:
Appears in 2 contracts
Samples: Purchase Agreement (MGM Mirage), Purchase Agreement (MGM Mirage)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Company Disclosure Schedule, Seller represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Registration Rights Agreement (EnLink Midstream Partners, LP), Registration Rights Agreement
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as otherwise indicated on the Disclosure Schedule, Seller represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Homestore Com Inc), Asset Purchase Agreement (Petersen Holdings LLC)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except as set forth subject to the exceptions disclosed in writing in the Seller Disclosure ScheduleSchedule and delivered as of the date hereof:
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Fremont General Corp), Purchase and Assumption Agreement (Capitalsource Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth or identified in Seller's Disclosure Schedule, Seller hereby represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Catapult Communications Corp), Asset Purchase Agreement (Tekelec)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedule, subject to Section 1.3, Seller hereby represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Patent Sale Agreement (BLACKBERRY LTD), Patent Sale Agreement (BLACKBERRY LTD)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedule, Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Catalyst Biosciences, Inc.), Asset Purchase Agreement (Maxwell Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, Buyer that except as set forth in the Seller otherwise indicated on a Disclosure ScheduleSchedule attached hereto as Exhibit F:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Miramar Labs, Inc.), Asset Purchase Agreement (Miramar Labs, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except Except as set forth in the disclosure schedule delivered to Purchaser concurrently with the execution of this Agreement (the “Seller Disclosure Schedule”), Sellers represent and warrant, on a joint and several basis, to Purchaser as follows:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Ambipar Emergency Response), Purchase and Sale Agreement (Ambipar Emergency Response)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as disclosed in the disclosure schedule (the “Seller Disclosure Schedule”) delivered by Seller to Buyer before the execution of this Agreement, Seller, and to the extent applicable, each Subsidiary of Seller, hereby represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ecb Bancorp Inc), Agreement and Plan of Merger (Crescent Financial Bancshares, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Subject to the terms set forth in Section 9.9 hereof and except as set forth in the correspondingly numbered section of the Seller Disclosure Schedule, Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Securities Purchase Agreement (Teco Energy Inc), Securities Purchase Agreement (Teco Energy Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Subject to the disclosures made by Seller in Seller’s Disclosure Schedules, Seller represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Ugi Corp /Pa/), Purchase and Sale Agreement (Ugi Corp /Pa/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Stock Purchase Agreement (National Tobacco Co Lp), Stock Purchase Agreement (National Tobacco Co Lp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, that except as set forth in the Seller Disclosure ScheduleSchedules, the following statements are true and correct:
Appears in 2 contracts
Samples: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in any Seller Disclosure Schedule, Seller hereby represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Assets Sale and Purchase Agreement (Escalon Medical Corp), Assets Sale and Purchase Agreement (Radiance Medical Systems Inc /De/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants the Company jointly and severally represent and warrant to Purchaser as followsBuyer that, except as set forth in the Seller Disclosure Schedule:
Appears in 1 contract
Samples: Stock Purchase Agreement (Rushmore Financial Group Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as otherwise indicated in the Disclosure Schedule by specific reference to the Section and statement intended to be qualified, Seller represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants Shareholder represent and warrant, jointly and severally to Purchaser as followsof the date hereof, except as set forth in on the Seller Disclosure Schedule, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:Schedule (it being agreed that disclosure in any section of the Seller Disclosure Schedule shall apply only to the indicated section of this Agreement and to such other sections of this Agreement to the extent it is reasonably apparent that such matter is relevant to such other sections):
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Hancock Holding Co)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except as set forth in a disclosure schedule of Seller delivered to Purchaser in connection with the Seller Disclosure Scheduleexecution and delivery of this Agreement:
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Place Financial Corp /De/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedule prepared by Seller and delivered to Buyer simultaneously with the execution hereof (the "Seller Disclosure Schedule"), Seller represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedulea disclosure schedule annexed hereto:
Appears in 1 contract
Samples: Asset Purchase Agreement (Green Energy Management Services Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents Sellers represent and warrants warrant to Purchaser as followsthat, except as set forth in the Seller Sellers Disclosure ScheduleSchedule on Schedule 8:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as followsBuyer that, except as otherwise stated herein or as set forth in the Seller applicable section of the Disclosure Schedule:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedule (to the extent set forth in Section 10.09), Seller hereby represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as followsBuyer, except as set forth in on the Seller Disclosure Schedule, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Subject to the Disclosure Schedule delivered by Seller to Buyer concurrently with the execution of this Agreement and the Exhibits referenced in this Section 2, Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure ScheduleBuyer that:
Appears in 1 contract
Samples: Agreement of Purchase and Sale of Stock (National Technical Systems Inc /Ca/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except as set forth in the a disclosure schedule of Seller Disclosure Scheduledelivered to Purchaser in connection with this execution and delivery of this Agreement:
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Place Financial Corp /De/)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, Buyer that except as set forth in on the Disclosure Schedule of even date herewith delivered by Seller Disclosure Schedule:to Buyer (the "SELLER DISCLOSURE SCHEDULE"):
Appears in 1 contract
Samples: Stock Purchase Agreement (Home Products International Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as disclosed by Seller in the disclosure schedule delivered pursuant to this Agreement (the "Disclosure Schedule"), Seller represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Engineering Animation Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except Except as set forth in the Seller Disclosure Schedule, Seller hereby represents and warrants to Buyer Representative that:
Appears in 1 contract
Samples: Master Agreement (Ionics Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as expressly set forth to the contrary in the applicable section of the Disclosure Schedule, Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 1 contract
Samples: Acquisition and Investment Agreement (Cobalt Group Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as disclosed on the Seller Schedules, Seller represents and warrants to Purchaser as follows, except as set forth in Buyer the Seller Disclosure Schedule:following.
Appears in 1 contract
Samples: Asset Purchase Agreement (Childrens Place Retail Stores Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as disclosed in the Company Disclosure Schedule, Seller hereby represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (HMS Holdings Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as followsPurchaser, except as set forth in the Seller Disclosure ScheduleSchedule (subject to the qualifications set forth in Section 9.13), as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the corresponding sections or subsections of the Disclosure Schedules attached hereto (collectively, the “Disclosure Schedules”), Seller represents and warrants to Purchaser as of the Closing as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as followsPurchaser, except as set forth in the Seller Disclosure ScheduleSchedule (subject to the qualifications set forth in Section 11.12), as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as specifically set forth in Seller's disclosure schedule, Seller hereby represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure ScheduleBuyer that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as followsthat, except as set forth disclosed or otherwise referred to in any of the Seller Disclosure Scheduledisclosure schedules attached hereto (collectively, "DISCLOSURE SCHEDULE") or in any of the documents attached to the DISCLOSURE SCHEDULE, as of the date of this Agreement:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser Buyer as follows, except as otherwise set forth in on the Seller Disclosure Schedule:
Appears in 1 contract
Samples: Asset Purchase Agreement (Chancellor Media Mw Sign Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except as set forth in on the Seller Disclosure ScheduleSchedules hereto:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Compass Group Diversified Holdings LLC)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except Except as set forth in the specific corresponding sections of the Seller Disclosure ScheduleSchedule prepared by Seller and delivered to the Purchaser simultaneously with the execution hereof, Seller hereby represents and warrants to the Purchaser as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser Purchaser, as follows, except qualified by such exceptions as are specifically set forth in the Seller Disclosure ScheduleSchedule (referencing the appropriate Section and paragraph numbers), as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the disclosure schedule prepared by Seller and attached hereto (the "DISCLOSURE SCHEDULE"), Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth on the Disclosure Schedule, Seller represents and warrants to Purchaser to, and agrees with, Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 1 contract
Samples: Asset Purchase Agreement (Wire One Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Subject to the disclosures made by Seller in the Disclosure Schedule, Seller represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 1 contract
Samples: Purchase and Sale Agreement
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as followsthat, except as set forth in the applicable sections of the Seller Disclosure Schedule:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as disclosed in the Schedules hereto, Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 1 contract
Samples: Asset Purchase Agreement (Hornbeck Offshore Services Inc /La)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as followsthat, except as set forth in the Seller Disclosure ScheduleSchedules:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as followsBuyer that, in each case except as otherwise set forth in on the Seller Disclosure Schedule:
Appears in 1 contract
Samples: Asset Purchase Agreement (K2 Inc)
