REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 21 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. 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 10 contracts
Samples: Stock Purchase Agreement (Sensata Technologies Holding PLC), Stock Purchase Agreement, Securities Purchase Agreement (Conmed Corp)
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), Merger Agreement (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 Schedule, Seller hereby represents and warrants to Purchaser as follows:
Appears in 8 contracts
Samples: Transaction Agreement (DOVER Corp), Transaction Agreement (Terex Corp), Stock Purchase Agreement (BALL Corp)
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. 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. 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. 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 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 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. 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. Seller represents and warrants to Purchaser as follows, Buyer that except as set forth in on the Seller Disclosure Schedule, as of the date hereof and as of the Closing:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Adelphia Communications Corp), Asset Purchase Agreement (Comcast Corp), Asset Purchase Agreement
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. 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 Buyer that:
Appears in 3 contracts
Samples: Purchase Agreement (Crestwood Equity Partners LP), Stock Purchase Agreement (US Foods Holding Corp.), Asset Purchase Agreement
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), Purchase and Sale Agreement (Crown Media Holdings Inc), Asset Purchase and Sale Agreement (Crown Media Holdings Inc)
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 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 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 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 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. 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 2 contracts
Samples: Asset Purchase Agreement (Starwood Property Trust, Inc.), Asset Purchase Agreement (Western Alliance Bancorporation)
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: Purchase Agreement (Affiliated Computer Services Inc), Purchase Agreement (Mellon Financial Corp)
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. 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 followsBuyer, except as set forth in the Seller Disclosure Schedule, as follows:
Appears in 2 contracts
Samples: Share Purchase Agreement (Prothena Corp Public LTD Co), Asset Purchase Agreement (Tornier B.V.)
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 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 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. 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 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. 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 (Capitalsource Inc), Purchase and Assumption Agreement (Fremont General Corp)
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. 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. 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. 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. 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: Mill Asset Purchase and Sale Agreement (Plum Creek Timber Co L P), Purchase and Sale Agreement (Plum Creek Timber Co L P)
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: Asset Purchase Agreement (Petersen Holdings LLC), Stock Purchase Agreement (Homestore Com 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. Except as specifically disclosed in the disclosure schedule attached hereto (the “Disclosure Schedule”) (referencing the appropriate section and paragraph numbers), Seller hereby represents and warrants to Purchaser Purchaser, as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 2 contracts
Samples: Asset Purchase Agreement (4 Kids Entertainment Inc), Asset Purchase Agreement
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 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 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. 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 hereby represents and warrants to Purchaser as follows, except as each such representation and warranty being qualified in its entirety by the disclosures set forth in on the disclosure schedule of Seller Disclosure Schedule:attached hereto (the "DISCLOSURE SCHEDULE"):
Appears in 2 contracts
Samples: Stock Purchase Agreement (Objectspace Inc), Stock Purchase Agreement (Objectspace Inc)
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 Schedulethat:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Chimerix Inc), Asset Purchase Agreement (Emergent BioSolutions Inc.)
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 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. 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. 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. 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. 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 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. Except as qualified by the disclosures set forth on the applicable cross-referenced Schedules to 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: Membership Interest Purchase Agreement (SolarBank Corp), Membership Interest Purchase Agreement
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth on the Disclosure Schedule, Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure ScheduleBuyer that:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Wrigley Wm Jr Co), Purchase and Sale Agreement (Emcor Group Inc)
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. 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: Securities Purchase Agreement (EnLink Midstream Partners, LP), Securities Purchase Agreement
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 to Purchaser as follows, except Except as set forth in the Disclosure Schedules, Seller Disclosure Schedule:hereby represents and warrants to Buyer as set forth below.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Customers Bancorp, Inc.), Asset Purchase Agreement (Customers Bancorp, 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. 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.), Stock Purchase Agreement
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except as set forth in the a Seller Disclosure Schedule:
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Marblehead Corp)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, Buyer that except as set forth provided in the Seller disclosure schedules attached hereto as Exhibit D (the "Disclosure Schedule:Schedules"):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser that, on and as followsof the date of this Agreement, except as set forth in the Disclosure Schedule delivered to Purchaser by Seller (the “Seller Disclosure Schedule:”):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as followsPurchaser, subject to Section 1.7, that except as set forth disclosed in the Seller Disclosure ScheduleSchedules:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except Except as set forth in the Seller Disclosure ScheduleSchedules, Seller represents and warrants to Buyer as follows:
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. 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 the Seller Disclosure Schedule:Schedules (but subject to Section 11.10):
Appears in 1 contract
Samples: Stock Purchase Agreement (Adtalem Global Education Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the disclosure schedules of Seller (the “Disclosure Schedule”), Seller hereby represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:: SECTION
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Emergent BioSolutions Inc.)
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 set forth in the disclosure schedule delivered by Seller to Buyer on [*] (the “Seller Disclosure Schedule”), as of [*], 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. Except as disclosed in the Disclosure Schedule delivered by Seller to Buyer in connection with this Agreement (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 (Eagle Materials Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Subject to the disclosures made by Seller in Seller’s 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 Agreement (Knight Inc.)
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. Seller represents and warrants to Purchaser as follows, except Except as set forth in the Seller Disclosure ScheduleLetter, Sellers, on a joint and several basis, represent and warrant to Buyer as of the date hereof as follows:
Appears in 1 contract
Samples: Asset Purchase Agreement (Evoqua Water Technologies Corp.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as disclosed in the Disclosure Schedule attached hereto, Seller represents and warrants the following to Purchaser as follows, except as set forth in the Seller Disclosure ScheduleBuyer:
Appears in 1 contract
Samples: Asset Purchase Agreement
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth in the Disclosure Schedule prepared and signed by Seller and delivered to Buyer prior to or simultaneously with the execution hereof and except as disclosed in the Financial Statements, Seller represents and warrants to Purchaser Buyer as follows, except as set forth in the Seller Disclosure Schedule:
Appears in 1 contract
Samples: Stock Purchase Agreement (Edwards Lifesciences Corp)
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. Seller hereby represents and warrants to Purchaser Buyer as followsfollows (except, except subject to Section 10.7, as applicable, as set forth in the corresponding sections of the Seller Disclosure Schedule:):
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Cronos Group Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except Except as set forth in the Disclosure Schedule delivered by Seller to the Company prior to the execution of this Agreement (the "Seller Disclosure Schedule"), Seller hereby represents and warrants to the Company that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, Buyer that except as set forth in otherwise indicated on the Seller Disclosure Schedule:
Appears in 1 contract
Samples: Asset Purchase Agreement (Corio Inc)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth on the Disclosure Schedule, 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. Except as qualified by the Disclosure Schedules delivered by Seller to Purchaser concurrent with the execution of this Agreement (the “Disclosure Schedules”), 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. Subject to exceptions set forth in the Disclosure Schedule, Seller represents and warrants as follows to Purchaser as follows, except as set forth and acknowledges and confirms that Purchaser is relying upon the representations and warranties in entering into this Agreement and purchasing the Seller Disclosure SchedulePurchased Interest:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Bluerock Multifamily Growth REIT, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as followsthat, except as set forth in the disclosure schedule delivered by Seller to Purchaser prior to the execution and delivery of this Agreement (the “Seller Disclosure Schedule:”):
Appears in 1 contract
Samples: Stock Purchase Agreement (United Insurance Holdings Corp.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth on the Schedules, 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 in the confidential disclosure schedule delivered by Seller to Buyer before the execution of this Agreement (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 hereby represents and warrants to Purchaser Buyer as follows, except as subject to the matters set forth in the disclosure schedule delivered by Seller to Buyer on the date hereof (the "Disclosure Schedule:"):
Appears in 1 contract
Samples: Purchase and Sale Agreement (Blue Dolphin Energy Co)
REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth 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: Stock Purchase Agreement (Fidelity National Financial Inc /De/)
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 that:
Appears in 1 contract
Samples: Stock Purchase Agreement (Springleaf Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as followsPurchaser, except as set forth in the applicable sections and subsections of the Seller Disclosure Schedule, as follows:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Revel Entertainment Group, LLC)
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)
