Common use of REPRESENTATIONS AND WARRANTIES OF SELLER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided herein:

Appears in 40 contracts

Samples: Mortgage Loan Purchase Agreement (GMACM Mortgage Pass-Through Cerificates, Series 2004-J5), Mortgage Loan Purchase Agreement (GMACM Mortgage Pass-Through Cerificates, Series 2004-J5), Mortgage Loan Purchase Agreement (Gmacm Mortgage Loan Trust 2005-J1)

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REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants to Buyer as of the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinthat:

Appears in 33 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Penn Virginia Corp), Purchase and Sale Agreement (Penn Virginia Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsrepresents and warrants to Buyer, warrants as of the date hereof and covenants to the Purchaser that as of the Closing Date or Date, as of such date specifically provided hereinfollows:

Appears in 12 contracts

Samples: Stock Purchase Agreement, Transaction Agreement (Hennessy Advisors Inc), Equity Purchase Agreement (Centerpoint Energy Resources Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representshereby represents and warrants to Buyer, warrants as of the date hereof and covenants to the Purchaser that as of the Closing Date or Date, as of such date specifically provided hereinfollows:

Appears in 11 contracts

Samples: Asset Purchase Agreement (Vistra Energy Corp), Membership Interests Purchase Agreement (CorEnergy Infrastructure Trust, Inc.), Membership Interests Purchase Agreement (Arc Logistics Partners LP)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser that Buyer as of the Closing Date or as of such date specifically provided hereinfollows:

Appears in 10 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase Agreement (Cross Country Healthcare Inc), Purchase and Sale Agreement

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants to Buyer as of the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinfollows:

Appears in 7 contracts

Samples: Farmout Agreement, Farmout Agreement (Atp Oil & Gas Corp), Membership Interests (American Realty Capital Trust, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsrepresents and warrants to Purchaser, warrants as of the Effective Date and covenants to the Purchaser that as of the Closing Date or Date, as of such date specifically provided hereinfollows:

Appears in 7 contracts

Samples: Purchase and Sale Agreement (United States Steel Corp), Asset Purchase Agreement (GenOn Energy, Inc.), Equity Purchase Agreement (Polyone Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser Buyer that as of the Closing Date or date hereof and as of such date specifically provided hereinthe Closing:

Appears in 7 contracts

Samples: Asset Purchase Agreement (Corporate Resource Services, Inc.), Asset Purchase Agreement (Corporate Resource Services, Inc.), Asset Purchase Agreement (Corporate Resource Services, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser that as of the date hereof and as of the Closing on the Closing Date or as of such date specifically provided hereinthat:

Appears in 6 contracts

Samples: Assets Purchase Agreement (Acadia National Health Systems Inc), Assets Purchase Agreement (Acadia National Health Systems Inc), Assets Purchase Agreement (Acadia National Health Systems Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, hereby represents and warrants and covenants to Buyer with respect to Seller’s interests in the Purchaser that Subject Property as of the Closing Date or date hereof and as of such date specifically provided hereinthe Closing, as follows:

Appears in 6 contracts

Samples: Working Interest Purchase and Sale Agreement (Cardinal Energy Group, Inc.), Leasehold Purchase and Sale Agreement (Cardinal Energy Group, Inc.), Working Interest Purchase and Sale Agreement (Cardinal Energy Group, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants to Purchaser as of this date and covenants to the Purchaser that as of the Closing Date or as date of such date specifically provided hereinthe Closing:

Appears in 5 contracts

Samples: Real Estate Purchase and Sale Agreement, Real Estate Purchase and Sale Agreement (Plum Creek Timber Co Inc), Real Estate Purchase and Sale Agreement (Greif Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants to Purchaser that on the date hereof and covenants on each day thereafter to the Purchaser that as of the Closing Date or as of such date specifically provided hereinDate:

Appears in 5 contracts

Samples: Asset Purchase Agreement (Masada Security Holdings Inc), Asset Purchase Agreement (Masada Security Holdings Inc), Asset Purchase Agreement (Masada Security Holdings Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser that as of the Closing Date or Date, as of such date specifically provided hereinfollows:

Appears in 5 contracts

Samples: Asset Purchase Agreement (Alliqua BioMedical, Inc.), Purchase Agreement (Exco Resources Inc), (Purchase Agreement (Crimson Exploration Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, hereby represents and warrants and covenants to the Purchaser that Buyer on and as of the Closing Date or as of such date specifically provided hereinthat:

Appears in 5 contracts

Samples: Historical Advance Purchase Agreement (Aames Financial Corp/De), Advance Purchase Agreement (Aames Financial Corp/De), Historical Advance Purchase Agreement (Aames Financial Corp/De)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsrepresents and warrants to Buyer, warrants as of the Effective Date and covenants to the Purchaser that as of the Closing Date or Date, as of such date specifically provided hereinfollows:

Appears in 5 contracts

Samples: Asset Purchase Agreement (Rhythm Pharmaceuticals, Inc.), Asset Purchase Agreement (Spark Therapeutics, Inc.), Purchase and Sale Agreement and Joint Escrow Instructions (Arden Realty Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants and covenants to the Purchaser that as As of the Closing Date or Date, Seller represents and warrants to Buyer as of such date specifically provided hereinfollows:

Appears in 5 contracts

Samples: Asset Purchase Agreement (Conformis Inc), Purchase and Sale Agreement (Omega Protein Corp), Asset Purchase Agreement (Rainmaker Systems Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinthat:

Appears in 4 contracts

Samples: Execution Copy (Greenpoint Mortgage Securities Inc/), Mortgage Loan Purchase Agreement (Greenpoint Mortgage Securities Inc/), Mortgage Loan Purchase Agreement (Greenpoint Mortgage Securities Inc/)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants to Buyer as of the date hereof and covenants to the Purchaser that as of the Closing Date or Date, as of such date specifically provided hereinfollows:

Appears in 4 contracts

Samples: Transaction Agreement (Hennessy Advisors Inc), Purchase and Sale Agreement (Reef Oil & Gas Income & Development Fund III LP), Asset Purchase Agreement (GlobalOptions Group, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser that as follows as of the Closing Date or date hereof and as of such date specifically provided hereinthe Closing:

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Parlex Corp), Asset Purchase Agreement (Eftc Corp/), Purchase and Sale Agreement (Parlex Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants and covenants to Buyer, as of the Purchaser that date hereof and as of the Closing Date or as of such date specifically provided hereinDate, that:

Appears in 3 contracts

Samples: Option Agreement (Euniverse Inc), Option Agreement (Marver James D), Option Agreement (Sony Music Entertainment Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants and covenants to the Purchaser that as As of the Closing Date or as date hereof and the date of such date specifically provided hereinthe Closing, the Seller represents and warrants that:

Appears in 3 contracts

Samples: Share Purchase Agreement (Universal American Corp.), Share Purchase Agreement (Capital Z Partners LTD), Warrant Purchase Agreement (Endurance Specialty Holdings LTD)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, hereby represents and warrants to Buyer on the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinthat:

Appears in 3 contracts

Samples: Stock Purchase Agreement (I-Am CAPITAL ACQUISITION Co), Stock Purchase Agreement (I-Am CAPITAL ACQUISITION Co), Stock Purchase Agreement (I-Am CAPITAL ACQUISITION Co)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants to Buyer as of the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinthat:

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Huron Consulting Group Inc.), Purchase Agreement (Cmgi Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser that Company as of the date hereof and as of the Closing Date or as of such date specifically provided hereinfollows:

Appears in 3 contracts

Samples: Share Repurchase Agreement (Theravance Biopharma, Inc.), Share Repurchase Agreement (GSK PLC), Share Repurchase Agreement (Innoviva, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsrepresents and warrants, warrants to and covenants to for the benefit of Purchaser that and the other Purchaser Indemnitees, as follows, as of the date hereof and as of the Closing Date or as of such date specifically provided hereinDate:

Appears in 3 contracts

Samples: Stock Purchase Agreement (Genius Group LTD), Stock Purchase Agreement (Genius Group LTD), Membership Interest Purchase Agreement (American Public Education Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. (a) The Seller represents, hereby represents and warrants and covenants as follows to the Purchaser that as of the date hereof and as of the Closing Date or as of such date specifically provided hereinDate:

Appears in 3 contracts

Samples: Receivables Purchase Agreement (First Merchants Acceptance Corp), Receivables Purchase Agreement (First Merchants Acceptance Corp), Receivables Purchase Agreement (First Merchants Acceptance Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinSale Date:

Appears in 3 contracts

Samples: Mortgage Loan Purchase Agreement (GSR Mortgage Loan Trust 2007-1f), Mortgage Loan Purchase Agreement (GSR Mortgage Loan Trust 2007-3f), Mortgage Loan Purchase Agreement (GSR Mortgage Loan Trust 2007-2f)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Except as Disclosed, Seller represents, hereby warrants and covenants represents to the Purchaser that as of the Closing Date or as of such date specifically provided hereinfollows:

Appears in 3 contracts

Samples: Stock Purchase Agreement, Confidential Treatment Requested (Spero Therapeutics, Inc.), Confidential Treatment Requested (Spero Therapeutics, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser Buyer that as of the Closing Execution Date or and as of such date specifically provided hereinthe Closing Date:

Appears in 3 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (WildHorse Resource Development Corp), Purchase and Sale Agreement (Abraxas Petroleum Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representshereby represents and warrants to Purchaser as of the date hereof, warrants and covenants to the Purchaser that as of the Closing Date or and, with respect to the representations contained in Section 4.1, as of such the date specifically provided hereinof any Subsequent Purchase, as follows:

Appears in 2 contracts

Samples: Sale Agreement (B. Riley Financial, Inc.), Debt Conversion and Purchase and Sale Agreement (Bebe Stores, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents, warrants and covenants to Buyer and the Purchaser Company that as of the Closing Date or date hereof and as of such date specifically provided hereinthe Closing Date:

Appears in 2 contracts

Samples: Purchase Agreement (Brightstar Corp.), Purchase Agreement (Brightstar Corp.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The As an inducement to, and to obtain the reliance of the Buyer and the Designated Subsidiary, the Seller represents, represents and warrants as of the date hereof and covenants to the Purchaser that as of the Closing Date or Date, as of such date specifically provided hereinfollows:

Appears in 2 contracts

Samples: Master Acquisition Agreement (Glimpse Group, Inc.), Master Acquisition Agreement (Glimpse Group, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representshereby represents and warrants to Buyers, warrants and covenants to the Purchaser that as of the Closing Date or date of this Purchase Agreement and as of such date specifically provided hereineach Closing Date, as follows:

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (NorthStar Real Estate Income Trust, Inc.), Agreement of Purchase and Sale (Northstar Realty Finance Corp.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants to and covenants to the Purchaser that with Seller as of the Closing Effective Date or as of such date specifically provided hereinthe following:

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Astra Energy, Inc.), Common Stock Purchase Agreement (Astra Energy, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, hereby represents and warrants to and covenants to the Purchaser that with Buyer, as of the Effective Date and through and including the Closing Date or Date, as of such date specifically provided hereinfollows:

Appears in 2 contracts

Samples: Purchase Agreement (Aviza Technology, Inc.), Lease Agreement (Aviza Technology, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser that as of the date hereof and as of the Closing Date or as of such date specifically provided hereinfollows:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Tencent Holdings LTD), Stock Purchase Agreement (Accor)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser that Purchaser, as of the Closing Date or Date, as of such date specifically provided hereinfollows:

Appears in 2 contracts

Samples: Form of Share Purchase Agreement (SolarEdge Technologies Inc), Share Purchase Agreement (SolarEdge Technologies Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants and covenants Subject to the Purchaser that information disclosed by the Seller Deliveries, Title Commitment and Survey, and as a material inducement to Buyer to execute this Agreement, Seller makes the following representations and warranties to Buyer as of the Closing Effective Date or and (except as may be disclosed in writing to Buyer after the Effective Date) again as of such date specifically provided hereinthe applicable Closing Date:

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Cim Real Estate Finance Trust, Inc.), Agreement of Purchase and Sale (Cim Real Estate Finance Trust, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsrepresents and warrants to Purchaser, warrants as of the date hereof, and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinDate, that:

Appears in 2 contracts

Samples: Sale and Purchase Agreement (Prime Group Realty Trust), Thistle Interest Option Agreement (Prime Group Realty Trust)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser that Buyer as of the Closing Date or date hereof and as of such the date specifically provided hereinof each Closing as follows:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Amgen Inc), Stock Purchase Agreement (Zurich Cantonalbank)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representshereby represents and warrants to Purchaser and Purchaser Guarantor, warrants as of the date of this Agreement and covenants to the Purchaser that as of the Closing Date or Date, as of such date specifically provided hereinfollows:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sappi LTD), Asset Purchase Agreement (Potlatch Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsrepresents and warrants to Purchaser as follows, warrants which representations and covenants to warranties shall be true and correct as of the Purchaser that date hereof and as of the Closing Date or as of such date specifically provided hereinDate:

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (KBS Legacy Partners Apartment REIT, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser that as of the date hereof and the Closing Date or (except to the extent that a representation and warranty expressly speaks to a specified earlier date) as of such date specifically provided hereinfollows:

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Cardinal Financial Corp), Membership Interest Purchase Agreement (United Bankshares Inc/Wv)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants the following to the Purchaser that Buyer as of the Closing Date or date hereof and as of such date specifically provided hereinthe Closing:

Appears in 2 contracts

Samples: Stock Purchase Agreement (A.C.T. Holdings, Inc.), Asset Purchase and License Agreement (Calypte Biomedical Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsrepresents and warrants to Buyer that, warrants and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinDate:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Torch Energy Royalty Trust), Purchase and Sale Agreement (Global One Distribution & Merchandising Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser that as of the date hereof and as of the Closing Date or as of such date specifically provided hereinthat:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Patterson Uti Energy Inc), Stock Purchase Agreement (Roper J Mark)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants and covenants to the Purchaser that Buyer that, as of the Closing Date or as of such date specifically provided hereinhereof:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Hispanic Television Network Inc), Purchase and Sale Agreement (Granite Broadcasting Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsrepresents and warrants to Purchaser, warrants and covenants to the Purchaser that as of the Closing Date or date hereof and as of such date specifically provided hereinthe applicable Closing, as follows:

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (Hawaiian Holdings Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants As of the Agreement Date and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinDate, Seller represents and warrants to and covenants with Purchaser that:

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (Brookdale Living Communities Inc), Purchase and Sale (Brookdale Living Communities Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Except as Previously Disclosed, Seller representsrepresents and warrants to Purchaser, warrants as of the date of this Agreement and covenants to the Purchaser that as of the Closing Date or (except to the extent made only as of a specified date, in which case as of such date specifically provided hereindate), that:

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (PNC Financial Services Group Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, hereby represents and warrants and covenants to the Purchaser that as of the Closing Date or date hereof and as of such date specifically provided hereinthe Closing:

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement

REPRESENTATIONS AND WARRANTIES OF SELLER. The (a) Seller represents, hereby represents and warrants to Buyer as of the date of this Contract and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided herein:follows (collectively, the “Seller’s Representations”):

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Semele Group Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and ---------------------------------------- warrants and covenants to the Purchaser that as of the Closing Date or date hereof and as of such date specifically provided hereinthe Closing Date:

Appears in 1 contract

Samples: Contribution and Exchange Agreement (Ipg Photonics Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsrepresents and warrants to Purchaser, warrants and covenants to the Purchaser that both as of the Closing Date or date hereof and as of such the date specifically provided hereinof Closing, as follows:

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Texas Regional Bancshares Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representshereby represents and warrants to Purchaser, warrants as of the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinDate, the following:

Appears in 1 contract

Samples: Portfolio Purchase Agreement (Excel Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller Seller, to the best of its knowledge and belief, after diligent investigation and inquiry as to all material matters contained in Seller’s responses to Purchaser’s Due Diligence Request, hereby represents, warrants and covenants to Purchaser that, both as of the Purchaser that date hereof and as of the Closing Date or as of such date specifically provided hereinDate:

Appears in 1 contract

Samples: Asset Purchase Agreement (Englobal Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsrepresents and warrants to Purchaser, warrants as of the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinDate, the following:

Appears in 1 contract

Samples: Portfolio Purchase Agreement (Ipayment Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, hereby represents and warrants and covenants to the Purchaser that as of Buyer on the date hereof and on the Closing Date or as of such date specifically provided hereinthat:

Appears in 1 contract

Samples: Receivables Purchase Agreement (Odetics Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants As of the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided herein:Date, Seller represents and warrants to Buyer as

Appears in 1 contract

Samples: Asset Purchase Agreement

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants to Purchaser as follows as of the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinDate:

Appears in 1 contract

Samples: Purchase Agreement (Fox Sports Networks LLC)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, hereby represents and warrants and covenants to the Purchaser that Buyer as of the Restated Effective Date (or, in the case of the representations and warranties in the first sentence of Section 7.1.4, as of the date of Seller’s delivery to Buyer of the Records described in such sentence) and the Closing Date or as of such date specifically provided hereinthat:

Appears in 1 contract

Samples: Purchase and Sale Agreement

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REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants Sellers represent and covenants warrant to Buyer as of the Purchaser that date hereof and as of the Closing Date or as of such date specifically provided hereinfollows:

Appears in 1 contract

Samples: Purchase Agreement (GDT TEK, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsspecifically represents and warrants to Purchaser, warrants both now and covenants to the Purchaser that as of the Closing Date or as and thereafter, where applicable, each and all of such date specifically provided hereinthe following:

Appears in 1 contract

Samples: Agreement of Lease (Mony Group Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants As of the date hereof and covenants to the Purchaser that as of the Closing Date or Date, Seller represents and warrants to the Buyer Parties as of such date specifically provided hereinfollows:

Appears in 1 contract

Samples: Asset Purchase Agreement (MGP Ingredients Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants to Buyers as follows as of the date of this Agreement and covenants to the Purchaser that as of the Closing Date or (as of such date specifically provided herein:to the latter, subject to any exceptions set forth in the certificate delivered pursuant to Section 10.A hereof).

Appears in 1 contract

Samples: Stock and Asset Purchase and Sale Agreement (Group Technologies Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and ---------------------------------------- warrants to Purchaser as of the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinthat:

Appears in 1 contract

Samples: Purchase Agreement (Ipg Photonics Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsAs of the date hereof, warrants and covenants to the Purchaser that as of the Closing Date or Date, Seller represents and warrants to Purchaser as of such date specifically provided hereinfollows:

Appears in 1 contract

Samples: Purchase Agreement (Charming Shoppes Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants to Buyer as of the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinDate, that:

Appears in 1 contract

Samples: Agreement of Purchase and Sale (KBS Strategic Opportunity REIT, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants As of the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinClosing, Seller represents and warrants to Buyer that:

Appears in 1 contract

Samples: Purchase Agreement (Cirtran Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants to Buyer as of the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinDate:

Appears in 1 contract

Samples: Stock Purchase Agreement (Edo Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants and covenants to the Purchaser that Purchaser, as of the Closing Date or as of such date specifically provided hereinhereof, that:

Appears in 1 contract

Samples: Stock Option Agreement (City Capital Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, hereby represents and warrants and covenants to Purchaser (but only with respect to matters related to the Purchaser that Business or the Acquired Assets), as of the date hereof and as of the Closing Date or Date, as of such date specifically provided hereinfollows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Wpi Group Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representshereby represents and warrants to Purchaser, warrants and covenants to the Purchaser that as of the Closing Effective Date or and as of such date specifically provided hereinClosing, to Seller's knowledge, as follows:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Building Bits Properties I, LLC)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsrepresents and warrants to Purchaser, warrants as of the Effective Date and covenants to the Purchaser that as of the Closing Date or Date, as of such date specifically provided herein:follows: Section 2.01.

Appears in 1 contract

Samples: Equity Purchase Agreement

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser that Buyer as of the date hereof and the time of the Closing Date or as of such date specifically provided hereinfollows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nco Group Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, hereby represents and warrants and covenants to Buyer that to the Purchaser that knowledge of Seller, as of the Effective Date and on the Closing Date or as of such date specifically provided hereinDate:

Appears in 1 contract

Samples: Purchase Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser that Buyer as of the Closing Date or date hereof, and as of such date specifically provided herein:the Closing, as set forth below.

Appears in 1 contract

Samples: Exhibit 10 Purchase Agreement (American Telecasting Inc/De/)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents, warrants and covenants to the Purchaser that and in accordance with Seller’s actual knowledge, as of the Closing Date or Date, as of such date specifically provided hereinfollows:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Performance Capital Management LLC)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser that Buyer as of the Closing Date or as of such date specifically provided hereinto the matters set forth in Paragraph 4 below:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Thermo Electron Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, hereby represents and warrants and covenants to the Purchaser that Buyer as of the Effective Date (or, in the case of the representations and warranties in the first sentence of Section 7.1.4. as of the date of Seller's delivery to Buyer of the Records described in such sentence) and the Closing Date or as of such date specifically provided hereinthat:

Appears in 1 contract

Samples: Memorandum of Agreement

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants to each Buyer as of the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinthat:

Appears in 1 contract

Samples: Subscription Agreement (Donaldson Lufkin & Jenrette Inc /Ny/)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser Buyer that as of the Effective Date and the Closing Date or as of such date specifically provided herein:(hereafter defined):

Appears in 1 contract

Samples: Contract of Sale (Hartman vREIT XXI, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The With respect to the Premises, each Seller represents, represents and warrants to and covenants to the Purchaser that with Buyer as of the Closing Date or as of such date specifically provided hereinfollows:

Appears in 1 contract

Samples: Sales Purchase Agreement (Juhl Wind, Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representshereby represents and warrants to Purchaser, warrants on and covenants to as of the Purchaser that date hereof and on and as of the Closing Date or Date, as of such date specifically provided hereinfollows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Universal Food & Beverage Compny)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Subject to any limitations, terms and conditions expressly contained elsewhere herein, Seller representsrepresents and warrants to Buyer, warrants in each case on the date hereof and covenants to the Purchaser that as of the Closing Date or Closing, as of such date specifically provided hereinfollows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Andrea Electronics Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsrepresents and warrants to Purchaser, warrants and covenants to the Purchaser that as of the Closing Date or date hereof and as of such date specifically provided hereinthe Closing, as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Individual Investor Group Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants to Purchaser and covenants to its affiliates as of the Purchaser that date hereof and as of the Closing Date or as of such date specifically provided hereinthat:

Appears in 1 contract

Samples: Asset Purchase Agreement (Bio Imaging Technologies Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsrepresents and warrants to Buyer that, warrants as of the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinDate:

Appears in 1 contract

Samples: Asset Purchase Agreement (Lesco Inc/Oh)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants Sellers represent and covenants warrant to the Purchaser that Buyer as of this date and as of the Closing Date or as date of such date specifically provided hereinthe Closing:

Appears in 1 contract

Samples: Purchase and Sale Agreement (CatchMark Timber Trust, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Except as set forth in the Seller representsDisclosure Letter, Seller represents and warrants to Buyer as of the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinfollows:

Appears in 1 contract

Samples: Stock Purchase Agreement

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants to Purchaser and covenants to Guarantor as of the Purchaser that date hereof and as of the Closing Date or as of such date specifically provided hereinthat:

Appears in 1 contract

Samples: Transaction Agreement (Noven Pharmaceuticals Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representshereby represents and warrants to Buyers, warrants as of the date of this Purchase Agreement and covenants to the Purchaser that as of the Closing Date or Date, as of such date specifically provided hereinfollows:

Appears in 1 contract

Samples: Purchase Agreement (Greenhill & Co Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representshereby represents and warrants to Buyer that, warrants as of the date of this Agreement and covenants to the Purchaser that as of the Closing Date or (or, as to those representations and warranties that address matters as of particular dates, as of such date specifically provided herein:dates):

Appears in 1 contract

Samples: Stock Purchase Agreement (New Residential Investment Corp.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser that Buyer as of the Closing Date or date hereof and as of such the date specifically provided hereinof the Closing (the "Closing Date") that:

Appears in 1 contract

Samples: Stock Purchase Agreement (Bce Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants to Buyers as of the date hereof and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinfollows:

Appears in 1 contract

Samples: Asset Purchase Agreement (American Greetings Corp)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, represents and warrants and covenants to the Purchaser that as of the Closing Date or date hereof, as of such the date specifically provided hereinof Closing and to survive thereafter as follows:

Appears in 1 contract

Samples: Purchase Agreement (Moody National REIT I, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, hereby represents and warrants and covenants to the Purchaser that Buyer as of the Restated Effective Date (or, in the case of the representations and warranties in the first sentence of Section 7.1.4, as of the date of Seller’s delivery to Buyer of the Records described in such sentence) and the Closing Date or as of such date specifically provided herein:that:‌

Appears in 1 contract

Samples: Purchase and Sale Agreement

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants Sellers hereby represent and covenants warrant to the Purchaser Buyer that as of the Closing Date or date hereof and as of such date specifically provided hereinthe Closing:

Appears in 1 contract

Samples: Stock Sale Agreement (Apollo Resources International Inc)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsrepresents and warrants to Buyer, warrants and covenants to the Purchaser that as of the Closing Signing Date or and as of such date specifically provided hereineach Closing Date, as follows:

Appears in 1 contract

Samples: Form of Agreement of Purchase and Sale (Ares Private Markets Fund)

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller representsrepresents and warrants to Buyer that, warrants as of the Effective Date and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinDate:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Atlas Growth Partners, L.P.)

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