Common use of REPRESENTATIONS AND WARRANTIES OF BUYER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of the Closing, as follows:

Appears in 11 contracts

Samples: Stock Purchase Agreement (Bespoke Tricycles Inc), Stock Purchase Agreement (Dinamo Corp), Stock Purchase Agreement (Language Arts Corp.)

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REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the Seller, both Seller as of the date of this Agreement and as of the date of the Closing, Closing Date as follows:

Appears in 10 contracts

Samples: Escrow Agreement (Icagen, Inc.), Asset Purchase Agreement, Asset Purchase Agreement (Calibrus, Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Seller as of the date of this Agreement and as of the date of the Closing, Closing Date as follows:

Appears in 8 contracts

Samples: Asset Purchase Agreement (E.W. SCRIPPS Co), Purchase and Limited Assumption Agreement of Branch (Hawthorn Bancshares, Inc.), License Purchase Agreement (Cincinnati Bell Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. To induce Seller to enter into this Agreement, Buyer represents and warrants to the Company and the Seller, both Seller as of the date of this Agreement and as of the date of the Closing, as follows:

Appears in 7 contracts

Samples: Asset Purchase Agreement (Golden Sky Systems Inc), Asset Purchase Agreement (Golden Sky Systems Inc), Asset Purchase Agreement (Friendship Cable of Arkansas Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Seller as of the date of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 6 contracts

Samples: Asset Purchase Agreement (Fidelity National Financial Inc /De/), Asset Purchase Agreement (Mediacom Capital Corp), Asset Purchase Agreement (Frontiervision Holdings Lp)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the SellerSeller that, both as of the date of this Agreement and as of the date of the Closing, as followsClosing Date:

Appears in 6 contracts

Samples: Asset Purchase Agreement (Barnes Group Inc), Asset Purchase Agreement (MSC Industrial Direct Co Inc), Securities Purchase Agreement (Uranium Energy Corp)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller and the Company and the Seller, both as of that on the date of this Agreement hereof and as of the date Closing as though made as of the Closing, Closing as follows:

Appears in 5 contracts

Samples: Share Acquisition Agreement (Growth Stalk Holdings Corp), Share Acquisition Agreement (Growth Stalk Holdings Corp), Share Acquisition Agreement (Growth Stalk Holdings Corp)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Sellereach of Sellers, both as of the date of this Agreement and as of the date of Closing Date, as if such representations and warranties were remade on the ClosingClosing Date, as follows:

Appears in 5 contracts

Samples: Stock Purchase Agreement (Certified Services Inc), Stock Purchase Agreement (Momentum Holdings Corp), Stock Purchase Agreement (Edgar Filingnet Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Seller as of the date of this Agreement Date and as of the date of the Closing, as followsClosing Date that:

Appears in 4 contracts

Samples: Asset Purchase Agreement (DatChat, Inc.), Stock Purchase Agreement (Kintera Inc), Asset Purchase Agreement (HNC Software Inc/De)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of the Closing, as followsthat:

Appears in 4 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Approach Resources Inc), Purchase and Sale Agreement (Magnum Hunter Resources Corp)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the Seller, both Sellers as of the date of this Agreement and as of the date of the Closing, Closing Date as follows:

Appears in 4 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (American Tire Distributors Holdings, Inc.), Asset Purchase Agreement (Jpe Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both that as of the date of this Agreement and as of the date of the Closing, as followsAgreement:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Aventine Renewable Energy Holdings Inc), Asset Purchase Agreement (Nebraska Energy, L.L.C.), Master Asset Purchase Agreement (Franklin Covey Co)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the Seller, both Sellers as of the date of this Agreement and as of the date of the Closing, Closing Date as follows:

Appears in 3 contracts

Samples: Stock Purchase Agreement (Orleans Homebuilders Inc), Purchase Agreement (Orleans Homebuilders Inc), Unit Purchase Agreement (Scanvec Amiable LTD)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 3 contracts

Samples: Share Purchase Agreement (You on Demand Holdings, Inc.), Share Purchase Agreement (Beijing Sun Seven Stars Culture Development LTD), Share Purchase Agreement (You on Demand Holdings, Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Potlatch Corp), Asset Purchase Agreement (Ainsworth Lumber Co LTD), Asset Purchase Agreement (Mercury Computer Systems Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer represents and warrants to the Company Seller and the Seller, both Shareholder effective as of the date of this Agreement and as of the date of the again at Closing, as follows:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Sunbelt Automotive Group Inc), Asset Purchase Agreement (Cross Continent Auto Retailers Inc M&l), Asset Purchase Agreement (Cross Continent Auto Retailers Inc M&l)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer BUYER hereby represents and warrants to the Company and the Seller, both SELLER as of the date of this Agreement and as of the date 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 BUYER. Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 3 contracts

Samples: Share Purchase Agreement (Pingtan Marine Enterprise Ltd.), Share Purchase Agreement (Pingtan Marine Enterprise Ltd.), Stock Purchase Agreement (Internet Initiative Japan Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the SellerSellers, both as of the date of this Agreement and as of the date of the Closing, as follows:

Appears in 3 contracts

Samples: Stock Purchase Agreement (Liquid Financial Engines, Inc.), Stock Purchase Agreement (We Sell for U Corp.), Stock Purchase Agreement (Lil Marc Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company Sellers and the Seller, both Contributee as of the date of this Agreement and again as of the date of the Closing, Closing Date as follows:

Appears in 2 contracts

Samples: Purchase and Contribution Agreement, Purchase and Contribution Agreement (Sentinel Energy Services Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. As a material inducement to each Seller and the Company to enter into and perform its respective obligations under this Agreement, the Buyer hereby represents and warrants to each Seller and the Company and the Seller, both as of the date of this Agreement and and, except as of otherwise provided herein, the date of the Closing, Closing Date as follows:

Appears in 2 contracts

Samples: Securities Purchase Agreement (Jarden Corp), Securities Purchase Agreement (Jarden Corp)

REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer hereby represents and warrants to the Company and Seller at the Seller, both as of the date time of this Agreement and as of the date 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 BUYER. Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of Closing Date (as if such representations and warranties were remade on the ClosingClosing Date), as follows:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Russ Berrie & Co Inc), Stock Purchase Agreement (Advanced Communications Group Inc/De/)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Sellers as of the date of this Agreement and as of the date of the Closing, Closing Date as follows:

Appears in 2 contracts

Samples: Equity Purchase Agreement (Healthstream Inc), Stock Purchase Agreement (Commercial National Financial Corp /Pa)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the SellerSeller Parties, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Advanced BioEnergy, LLC), Asset Purchase Agreement

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Seller that as of the date of this Agreement and as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of the Closing, as follows:this Agreement):

Appears in 2 contracts

Samples: Stock Purchase Agreement (Irvine Sensors Corp/De/), Stock Purchase Agreement (Carriage Services Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the Seller, both Seller as of the date of this Agreement and as of the date of the Closing, Closing Date as follows:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ibf Vi Guaranteed Income Fund), Asset Purchase Agreement (Netguru Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company Seller and the SellerSeller Subsidiary, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Helios & Matheson Analytics Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the SellerSellers, both as of the date of this Agreement and as of the date of the Closing, as follows:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sprint Corp), Stock Purchase Agreement (R H Donnelley Corp)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents The Buyers and warrants its owners, jointly and severally, represent and warrant to the Company and the SellerSellers follows, both as of the date of this Agreement and as of the date of the Closing, as followsClosing Date:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Kenloc, Inc.), Stock Purchase Agreement (Focus Universal Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Selleras follows, both as of the date of this Agreement hereof and as of the date of the Closing, as followsto and for the benefit of the Company and the Partners:

Appears in 2 contracts

Samples: Stock and Partnership Interest Purchase Agreement, Stock and Partnership Interest Purchase Agreement (NightHawk Radiology Holdings Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the SellerSellers, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 2 contracts

Samples: Share Purchase Agreement (Spectrum Global Solutions, Inc.), Share Purchase Agreement (Spectrum Global Solutions, Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the Seller, both Sellers as of the execution date of this Agreement and as of the date of the Closing, Closing Date as follows:

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc), Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Sellers as of the date of this Agreement Date and as of the date of the Closing, Closing Date as follows:

Appears in 2 contracts

Samples: Unit Purchase Agreement (Invitae Corp), Stock Purchase and Merger Agreement (Invitae Corp)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the SellerSellers, both as of the date of this Agreement and as of the date 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 BUYER. Buyer represents and warrants to the Company and the SellerSellers that, both as of on the date of this Agreement and as of on the date of the Closing, as followsClosing Date:

Appears in 2 contracts

Samples: Unit Purchase Agreement (Osi Restaurant Partners, Inc.), Stock Purchase Agreement (Outback Steakhouse Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the Seller, both Seller as of the date of this Agreement and as of the date Closing Date, as though made as of the ClosingClosing Date, as follows:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Taleo Corp), Asset Purchase Agreement (Previo Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the SellerSellers, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Orix Corp), Stock Purchase Agreement (Fimi Iv 2007 Ltd.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and again as of the date of Closing Date, the Closing, as followsfollowing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Execute Sports Inc), Asset Purchase Agreement (Challenger Powerboats, Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the Seller, both Sellers as of the date of this Agreement and as of the date of the Closing, Closing Date as follows:

Appears in 2 contracts

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

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Sellers that as of the date of this Agreement and as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of the Closing, as follows:this Agreement):

Appears in 2 contracts

Samples: Ads Purchase Agreement (Grand Toys International Inc), Adr Purchase Agreement (Grand Toys International Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of Closing Date (as if such representations and warranties are remade on the ClosingClosing Date), as follows:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Health Power Inc /De/), Asset Purchase Agreement (Health Power Inc /De/)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the Seller, both Seller as of the execution date of this Agreement and as of the date of the Closing, Closing Date as follows:

Appears in 2 contracts

Samples: Asset Purchase Agreement (OVERSTOCK.COM, Inc), Stock Purchase Agreement (OVERSTOCK.COM, Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Seller as of the date of this Agreement and as of the date 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 BUYER. Buyer represents makes the following representations and warrants to the Company and the Seller, both warranties as of the date of this Agreement and and, again, as of the date of the Closing, as followsClosing Date:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Air Methods Corp), Stock Purchase Agreement (Air Methods Corp)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company Seller and the SellerParent, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Integra Lifesciences Holdings Corp), Asset Purchase Agreement (NMT Medical Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of the Closing, as follows:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Tabula Rasa HealthCare, Inc.), Stock Purchase Agreement (Heafner Tire Group Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as followsthat:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (LSB Industries Inc), Stock Purchase Agreement (UGS PLM Solutions Asia/Pacific INC)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of the Closing, as follows:

Appears in 1 contract

Samples: Exclusive Option Agreement (Star Alliance International Corp.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company each Seller and the SellerCompany, both as follows, as of the date of this Agreement and as of the date of the Closing, as follows:

Appears in 1 contract

Samples: Share Purchase Agreement (Parker Hannifin Corp)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Sellers as of the date of this Agreement and as of the date of the Closing, as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Spanish Broadcasting System of Puerto Rico Inc /Pr/)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company Seller and the SellerCompanies, both as of the date of this Agreement and as of the date of the Closing, as follows:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Targa Resources Partners LP)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both as to itself and any Affiliated designee of Buyer, that as of the date of this Agreement and as of the date of the Closing, as followsClosing Date:

Appears in 1 contract

Samples: Master Purchase Agreement (Visteon Corp)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company Shareholders and the Seller, both Seller as of the date of this Agreement and as of the date of the Closing, Closing Date as follows:: Exhibit 10.3 (cont.)

Appears in 1 contract

Samples: Asset Purchase Agreement (Judge Group Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. As an inducement to Seller to enter into this Agreement and to consummate the transactions contemplated in this Agreement, Buyer hereby represents and warrants to the Company and the Sellerwarrants, both as of the date of this Agreement Agreement, and as of the date of the ClosingClosing Date, as followsto Seller that:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nexeo Solutions Holdings, LLC)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company Shareholder and the Seller, both Seller as of the date of this Agreement and as of the date of the Closing, Closing Date as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Jpe Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer jointly and severally represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of the Closing, as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Buckeye Oil & Gas, Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Seller as follows as of the date of this Agreement and as of the date of the Closing, as followsClosing Date:

Appears in 1 contract

Samples: ______________________________ Purchase and Sale Agreement (Arvinmeritor Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Each Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of the Closing, as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (mBeach Software, Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company Seller and the SellerCompany, both as follows, as of the date of this Agreement and as of the date of the Closing, as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Leggett & Platt Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer hereby represents and warrants to the Company and Sellers at the Seller, both as of the date time of this Agreement and as of the date of the Closing, Closing as follows:

Appears in 1 contract

Samples: Share Exchange Agreement (Fuse Group Holding Inc.)

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REPRESENTATIONS AND WARRANTIES OF BUYER. As a material inducement to the Seller and the Company to enter into and perform their respective obligations under this Agreement, Buyer hereby represents and warrants to the Company Seller and the SellerCompany, both as of the date of this Agreement hereof and as of the date of the Closing, as followsthat:

Appears in 1 contract

Samples: Stock Purchase Agreement (Ichor Holdings, Ltd.)

REPRESENTATIONS AND WARRANTIES OF BUYER. As of the execution of this Agreement and the Closing, the Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of the Closing, Seller as follows:

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (MedAvail Holdings, Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to Seller and the Company and the Selleras follows, both as of the date of this Agreement hereof and as of the date of the Closing, as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Lci Industries)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to Sellers and the Company and the Seller, both as of the date of this Agreement and as of the date of Closing Date (as if such representations and warranties were made on the Closing, Closing Date) as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Neoprobe Corp)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Insignia Financial Group Inc /De/)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Sellers on the date hereof and (other than with respect to any representations and warranties made solely as of a specified date, including the date of this Agreement and as of Agreement) on the date of the Closing, Closing Date as follows:

Appears in 1 contract

Samples: Securities Purchase Agreement (American Tower Corp /Ma/)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the SellerCompany, both as of the date of this Agreement and as of the date of the ClosingAgreement, as follows:

Appears in 1 contract

Samples: Master Transaction Agreement (Carlisle Companies Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both that as of the date of this Agreement and as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of the Closing, as follows:this Agreement):

Appears in 1 contract

Samples: Merger Agreement (SoftBrands, Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Seller as of the date of this Agreement and as of the date of the Closing, as followsClosing Date:

Appears in 1 contract

Samples: Asset Purchase Agreement (Aclaris Therapeutics, Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. As a material inducement to Seller to enter into this Agreement, Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as followsthat:

Appears in 1 contract

Samples: Asset Purchase Agreement (Kulicke & Soffa Industries Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both following as of the date of this Agreement and as of the date of the Closing, as follows:.

Appears in 1 contract

Samples: Asset Sale and Purchase Agreement (Outsourcing Services Group Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the SellerShareholder, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (Pierre Foods Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. As material inducements for the execution, delivery and performance of this Agreement by the Seller and Shareholders, Buyer hereby represents and warrants to the Company Seller and the Seller, both Shareholders that as of the date of this Agreement and as of the date of the Closing, as followsClosing Date:

Appears in 1 contract

Samples: Asset Purchase Agreement (Henley Healthcare Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer hereby represents and warrants to the Company and the SellerSellers, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as followsthat:

Appears in 1 contract

Samples: Share Purchase Agreement (Emergent BioSolutions Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Seller as of the date of this Agreement (or, if made as of a specified date, as of such date), and as of the date of Closing Date as though made on the Closing, as followsClosing Date:

Appears in 1 contract

Samples: Letter Agreement (Terra Networks Sa)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both as of the date of execution of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Chattem Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Sellers as of the date of this Agreement and as of the date of the Closing, Closing Date as follows:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Theglobe Com Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company Seller and the SellerShareholders, both as of the date of this Agreement and as of the date of the Closing, as followsClosing that:

Appears in 1 contract

Samples: Assets Purchase Agreement (Barringer Laboratories Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company Sellers and the SellerCompany, both as of the date of this Agreement and as of the date of the Closing, as follows:

Appears in 1 contract

Samples: Security Agreement (Comcam International Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents The Buyer, warrants and warrants covenants to the Company and the with Seller, both as of the date of this Agreement and as of the date of the Closing, as an inducement to the Seller to enter into this Agreement and to consummate the transaction contemplated hereby as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Lithium Exploration Group, Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Seller as of the date of this Agreement and as of the date of the Closing, as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Worldcast Interactive Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents makes the following representations and warrants warranties to the Company and the Seller, both Seller as of the date of this Agreement and as of the date of the Closing, as followsClosing Date:

Appears in 1 contract

Samples: Acquisition Agreement (Home Bancshares Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the SellerSellers, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Document Security Systems Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of the Closing, closing of the transactions contemplated by the Purchase Agreement as follows:: 7.01

Appears in 1 contract

Samples: Interim Operating Agreement (Penn Octane Corp)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the SellerCompany, both as of the date of this Agreement and as of the date of the Closing, as follows:

Appears in 1 contract

Samples: Note Purchase Agreement (Regency Affiliates Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the Sellerwarrants, both as of the date of this Agreement and as of the date of the ClosingClosing Date, to Seller as follows:

Appears in 1 contract

Samples: Warrant Purchase Agreement (Premier Biomedical Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents hereby represents, warrants and warrants covenants to the Company Seller and the SellerShareholders, both as of the date of this Agreement Effective Date and as of the date of the ClosingClosing Date, as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Bond Laboratories, Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Sellerwarrants, both as of the date of this Agreement Agreement, to Seller and as of the date of the Closing, Company as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (B&g Foods Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and each of the SellerSellers, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Canandaigua LTD)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, (both as of the date of this Agreement and as of the date of the ClosingClosing Date) to, and agrees with, Seller and Stockholders, as follows:

Appears in 1 contract

Samples: Acquisition Agreement (Credit Depot Corp)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Sellers as of the date of this Agreement and as of the date of the Closing, Closing as follows:

Appears in 1 contract

Samples: Purchase of Assets Agreement (Dentsply International Inc /De/)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby warrants and represents and warrants to each of the Company and the SellerSellers, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Powerbrief Inc/Tx/)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both Sellers as of the date of this Agreement and as of the date of the Closing, Closing as follows:

Appears in 1 contract

Samples: Purchase Agreement (Coupa Software Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the Seller, both at and as of the date of this Agreement and at and as of the date of the Closing, as follows:

Appears in 1 contract

Samples: Secondary Securities Purchase Agreement (B. Riley Financial, Inc.)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the SellerSeller that, both as of the date of this Agreement and as of the date of the Closing, as followsClosing Date:

Appears in 1 contract

Samples: Equity Interest Purchase Agreement (Worthington Industries Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer represents and warrants to the Company and the Seller, both Seller as of follows on the date of this Agreement and as of the date of the Closing, as followsClosing Date:

Appears in 1 contract

Samples: Asset Purchase Agreement (PureBase Corp)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both as As of the date of this Agreement and as of the date of the ClosingClosing Date, Buyer represents and warrants to Sellers as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Waterford Wedgwood PLC)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Company and the Sellerwarrants, both as of the date of this Agreement and as of the date of the ClosingClosing Date, as follows:

Appears in 1 contract

Samples: Asset Transfer Agreement (Mothers Work Inc)

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Sellereach of Sellers, both as of the date of this Agreement and as of the date of Closing Date ( as if such representations and warranties were remade on the ClosingClosing Date), as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Cheshire Distributors Inc)

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