Common use of REPRESENTATIONS AND WARRANTIES OF SELLERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure Schedules, Sellers jointly and severally hereby represent and warrant to Buyer, as of the Agreement Date and as of the Closing as follows:

Appears in 8 contracts

Samples: Asset Purchase Agreement (BitNile Holdings, Inc.), Asset Purchase Agreement, Asset Purchase Agreement

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REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure SchedulesSchedule, Sellers hereby jointly and severally hereby represent and warrant to Buyer, as of the Agreement Date and as of the Closing as followsPurchaser that:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Westmoreland Resource Partners, LP), Asset Purchase Agreement (Westmoreland Resource Partners, LP), Asset Purchase Agreement

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure Schedules, each of Sellers jointly represents and severally hereby represent and warrant warrants to Buyer, Buyer as of the date of this Agreement Date and as of the Closing as follows:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Waters Instruments Inc), Stock Purchase Agreement (Waters Instruments Inc)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth disclosed in the written statement delivered by Sellers to Purchaser at or prior to the execution of this Agreement (the "Disclosure SchedulesSchedule"), Sellers jointly and severally hereby represent and warrant to Buyer, as of the Agreement Date and as of the Closing Purchaser as follows:

Appears in 2 contracts

Samples: Acquisition Agreement, Acquisition Agreement (McLeodusa Inc)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure SchedulesSchedules and subject to the terms, conditions and limitations set forth in this Agreement, Sellers hereby, jointly and severally hereby severally, represent and warrant to Buyer, Buyers as of the Agreement Date and as of the Closing date hereof as follows:

Appears in 2 contracts

Samples: Membership Interest and Asset Purchase Agreement, Membership Interest and Asset Purchase Agreement (Crawford & Co)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as otherwise set forth in the Disclosure SchedulesSchedule, the Sellers hereby jointly and severally hereby represent and warrant to Buyer, the Purchaser as of the Agreement Date date hereof and as of the Closing Date as followsset forth below:

Appears in 2 contracts

Samples: Asset Purchase Agreement (USDATA Liquidating Trust), Asset Purchase Agreement (Tecnomatix Technologies LTD)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Sellers’ Disclosure SchedulesSchedule, Sellers hereby jointly and severally hereby represent and warrant to Buyer, Purchaser as of the date of this Agreement Date and as of the Initial Repurchase Closing Date (except for representations and warranties that speak as followsof a certain date, in which case, as of such date), that:

Appears in 2 contracts

Samples: Share Repurchase and Preference Share Sale Agreement (Alibaba Group Holding LTD), New Shareholders Agreement (Yahoo Inc)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure disclosure schedules attached to this Agreement (the “Schedules”), subject to Section 10.8, Sellers represent and warrant, jointly and severally hereby represent and warrant severally, to Buyer, Buyer as of the date of this Agreement Date and as of the Closing Date, as follows:

Appears in 2 contracts

Samples: Equity and Asset Purchase Agreement (Shift Technologies, Inc.), Asset Purchase Agreement (Shift Technologies, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except Sellers, jointly and severally, hereby represent and warrant to Purchaser that, on and as of the date of this Agreement, except as set forth in the Seller Disclosure Schedules, Sellers jointly and severally hereby represent and warrant to Buyer, as of the Agreement Date and as of the Closing as followsSchedule:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Sterlite Industries (India) LTD), Agreement (Sterlite Industries (India) LTD)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the corresponding sections or subsections of the Disclosure Schedules, Sellers hereby, jointly and severally hereby severally, represent and warrant to Buyer, Buyer the following as of the Agreement Date date hereof and as of the Closing as followsDate:

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (SAExploration Holdings, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except As of the date hereof and as of the Closing Date, except as set forth in the Disclosure Schedulescorresponding sections, Sellers jointly and severally hereby represent and warrant to Buyerif applicable, as of the Agreement Date and as Disclosure Letter to this Agreement, each of the Closing Sellers solely as to itself severally represents and warrants to the Buyer as follows:

Appears in 2 contracts

Samples: Iv Purchase Agreement (Atlas Industries Holdings LLC), Iv Purchase Agreement (Atlas Industries Holdings LLC)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in on the schedules attached to this Agreement (the "Disclosure Schedules"), Sellers Sellers, jointly and severally hereby severally, represent and warrant to Buyer, Buyer as of the Agreement Date and as of the Closing as followsdate hereof that:

Appears in 1 contract

Samples: Stock Purchase Agreement (Eagle Pacific Industries Inc/Mn)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure SchedulesSchedules (which are arranged in accordance with the corresponding sections and subsections of this Agreement, Sellers jointly subject to Section 8.8), the Sellers, severally and severally hereby not jointly, represent and warrant to Buyer, Buyer as of the Agreement Date date hereof and as of the Closing Date as follows:

Appears in 1 contract

Samples: Securities Purchase Agreement (Domtar CORP)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure Schedules, Sellers hereby, jointly and severally hereby severally, represent and warrant to Buyer, Buyer as of the Agreement Date and as of the Closing as follows:set forth below.

Appears in 1 contract

Samples: Asset Purchase Agreement (Oatly Group AB)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth disclosed in the Sellers’ Disclosure Schedules, Sellers jointly each Seller hereby represents and severally hereby represent and warrant warrants the following to Buyer, as of the Agreement Date and Purchaser as of the Closing as followsDate:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Lennar Corp /New/)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure SchedulesSchedule, Sellers hereby jointly and severally hereby represent and warrant to Buyer, as of the Agreement Date and as of the Closing Buyer as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure SchedulesSchedule, Sellers jointly each Seller represents and severally hereby represent and warrant warrants to Buyer, severally and not jointly, as of the Agreement Date date hereof and as of the Closing Closing, as followsapplicable, that:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Canada Pension Plan Investment Board)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the disclosure schedule attached to this Agreement (the “Disclosure SchedulesSchedule”), Sellers each Seller jointly and severally hereby represent represents and warrant warrants to Buyer, as of Buyer on the Agreement Execution Date and as of on the Closing as followsDate that:

Appears in 1 contract

Samples: Membership Interest and Asset Purchase Agreement (Resolute Energy Corp)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in on the Disclosure SchedulesSchedule, Sellers hereby, jointly and severally hereby severally, represent and warrant to Buyer, as of the Agreement Date and as of the Closing Buyer as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Lois/Usa Inc)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except As of the date hereof and as of the Closing Date, except as set forth in the Disclosure Schedulescorresponding sections or parts, Sellers jointly and severally hereby represent and warrant to Buyerif applicable, as of the Agreement Date and as Disclosure Letter to this Agreement, each of the Closing Sellers solely as to themselves severally represents and warrants to the Buyer as follows:

Appears in 1 contract

Samples: V Purchase Agreement (Atlas Industries Holdings LLC)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure SchedulesSellers, Sellers jointly and severally severally, hereby represent and warrant to Buyer, as of the Agreement Date and as of the Closing Buyer as follows, except as otherwise set forth on the Disclosure Schedule:

Appears in 1 contract

Samples: Purchase Agreement (Coram Healthcare Corp)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the schedules accompanying this Agreement (the “Disclosure Schedules”), Sellers jointly and severally hereby represent and warrant to Buyer, as of the Agreement Date date hereof and as of the Closing Closing, as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Rentech, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure SchedulesSchedule, Sellers the Sellers, subject to the limitations set forth herein, jointly and severally hereby represent and warrant to Buyer, Buyer as of the Agreement Date and follows as of the Closing as followsDate unless otherwise specified:

Appears in 1 contract

Samples: Membership Purchase Agreement (PHC Inc /Ma/)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure Schedulescorrespondingly numbered Section of the Schedules to this Agreement, Sellers Sellers, jointly and severally hereby severally, represent and warrant to Buyer, Purchaser as of the date of this Agreement Date and as of the Closing Date as follows:

Appears in 1 contract

Samples: Purchase Agreement (Pernix Group, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure Schedules, Sellers jointly and severally hereby represent and warrant to BuyerBuyer that, as of the Agreement Execution Date and except as set forth on the correspondingly numbered section of the Closing as follows:disclosure schedule delivered to Buyer in connection herewith and incorporated by reference herein (the "Disclosure Schedule"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Hauser Inc)

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REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure SchedulesSchedule, Sellers jointly each Seller, severally and severally hereby represent not jointly, represents and warrant warrants to Buyer, Purchaser as of the date of this Agreement Date and as of the Closing Date as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Scansource, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as otherwise set forth in the Disclosure SchedulesSchedules delivered to Buyer contemporaneously with the execution and delivery of this Agreement, Sellers Sellers, jointly and severally severally, hereby represent and warrant to Buyer, as of the Agreement Date and as of the Closing Buyer as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Lmi Aerospace Inc)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in on the Company Entities Disclosure SchedulesSchedule, Sellers each Seller hereby severally and not jointly represents and severally hereby represent and warrant warrants to Buyer, the Purchaser as of the date of this Agreement Date and as of the Closing Date (solely with respect to itself) as follows:

Appears in 1 contract

Samples: Share Purchase Agreement (Inari Medical, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Sellers' Disclosure SchedulesSchedule, the Sellers jointly and severally hereby represent and warrant to Buyer, Buyer as of the date of this Agreement Date and as of the Closing as follows:

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (MDS Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure Schedules, each of the Sellers jointly hereby represents and severally hereby represent and warrant warrants to Buyer, Purchaser as of the date of this Agreement Date and as of the Closing Date as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure Schedules, Sellers jointly severally (and severally hereby not jointly) represent and warrant to Buyer, Purchaser as of the date of this Agreement Date and as of the Closing as followsset forth below:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Galaxy Gaming, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth disclosed in the Seller Disclosure SchedulesSchedule, Sellers jointly each Seller, on a several and severally not joint basis, hereby represent represents and warrant warrants to BuyerPurchaser as to itself, as of the Agreement Date date hereof and as of the Closing Date, as follows:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Martin Midstream Partners Lp)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in otherwise indicated on the Disclosure SchedulesSchedules hereto, Sellers Sellers, jointly and severally hereby severally, represent and warrant to Buyer, as of the Agreement Date date hereof and as of the Closing Date as follows:

Appears in 1 contract

Samples: Share and Publication Rights Purchase Agreement (Telecomunicaciones De Puerto Rico Inc)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Sellers Sellers, jointly and severally hereby severally, represent and warrant to Buyer, as of the Agreement Date and as of the Closing Buyer as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (HireQuest, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure SchedulesSchedule, Sellers jointly each Seller, severally and severally not jointly, and as to himself or itself only, hereby represent represents and warrant warrants to Buyer, as of the Agreement Date and Purchaser as of the Closing Date as follows:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (ZAGG Inc)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the disclosure schedule delivered by the Sellers to Buyer on or before the date of this Agreement (the “Sellers’ Disclosure SchedulesSchedule”), Sellers jointly each Seller hereby represents and severally hereby represent and warrant warrants to Buyer, jointly but not severally, as of the Agreement Closing Date and as of the Closing as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Allion Healthcare Inc)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the disclosure schedule delivered by Sellers to Buyer at the execution and delivery of this Agreement (the “Disclosure SchedulesSchedule”), Sellers Sellers, jointly and severally hereby severally, represent and warrant to Buyer, as of the Agreement Date and Buyer as of the Closing Date as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Brickell Biotech, Inc.)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure Schedules, Sellers jointly and severally hereby represent and warrant to Buyer, as of the Agreement Date and as of the Closing Buyer as follows:

Appears in 1 contract

Samples: Mineral Lease Agreement (Midway Gold Corp)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the correspondingly numbered Section of the Seller Disclosure SchedulesSchedule, Sellers hereby jointly and severally hereby represent and warrant to Buyer, Acquiror as of the Agreement Date date hereof and as of the Closing Date as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (HCC Insurance Holdings Inc/De/)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except Sellers hereby jointly and severally represent and warrant to Purchaser, subject to such exceptions as are specifically disclosed in the Disclosure Schedules delivered by Sellers concurrently with the execution of this Agreement (the “Servicing Disclosure Schedules”), on the date hereof (the Servicing Closing Date), as set forth in the Disclosure SchedulesSections 4.01 — 4.19, Sellers jointly and severally hereby represent and warrant to Buyerinclusive, as of the Agreement Date and as of the Closing as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Irwin Financial Corp)

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