Common use of Terms of the Purchase Agreement Clause in Contracts

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Yunhong Green Cti Ltd.), Assignment and Assumption Agreement (Veg House Holdings Inc.), Asset Purchase Agreement (STRATA Skin Sciences, Inc.)

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Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Assumed Liabilities, are incorporated herein by this reference. The parties hereto acknowledge Assignor acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Resolve Staffing Inc), Asset Purchase Agreement (Clixtix Inc), Asset Purchase Agreement (Vertex Interactive Inc)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Seller's representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Transferred Items, are incorporated herein by this reference. The parties hereto acknowledge Seller acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Clixtix Inc), Asset Purchase Agreement (Jag Media Holdings Inc), Asset Purchase Agreement (Vertex Interactive Inc)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements agreements, and indemnities relating to the Assigned Contracts are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements agreements, and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Cloudastructure, Inc.), Asset Purchase Agreement (Cloudastructure, Inc.), Assignment and Assumption Agreement (Janover Inc.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited towithout limitation, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Purchased Assets are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Digital Media Solutions, Inc.), Asset Purchase Agreement (Digital Media Solutions, Inc.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, to the representations, warranties, covenants, agreements and indemnities indemnities, relating to the Assigned Contracts Transferred Assets are incorporated herein by this reference. The parties hereto Assignor and Assignee acknowledge and agree that the representations, warranties, covenants, agreements covenants and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (CNL Lifestyle Properties Inc), Purchase and Sale Agreement (Epr Properties)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, to the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Purchased Assets are incorporated herein by this reference. The parties hereto Assignor and Assignee acknowledge and agree that the representations, warranties, covenants, agreements covenants and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (CNL Lifestyle Properties Inc), Purchase and Sale Agreement (Epr Properties)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, to the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Interests and Transferred Entities are incorporated herein by this reference. The parties hereto Assignor and Assignee acknowledge and agree that the representations, warranties, covenants, agreements covenants and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (CNL Lifestyle Properties Inc), Purchase and Sale Agreement (Epr Properties)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts and the Assumed Liabilities are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 2 contracts

Samples: Securities Purchase Agreement (4Front Ventures Corp.), Securities Purchase Agreement

Terms of the Purchase Agreement. The terms of the Asset Purchase Agreement, including, including but not limited to, to the parties’ representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Assumed Liabilities, are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bridgeline Digital, Inc.), Asset Purchase Agreement (Bridgeline Digital, Inc.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Seller’s representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Transferred Items, are incorporated herein by this reference. The parties hereto acknowledge Seller acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 2 contracts

Samples: Bill of Sale and Assignment of Contract Rights, Bill of Sale and Assignment of Contract Rights

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Acquired Assets and Assumed Liabilities are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Excel Corp), Assignment and Assumption Agreement (Calpian, Inc.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Assumption of Debt and Payment of Shareholder Loans are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (DarkPulse, Inc.), Membership Interest Purchase Agreement (DarkPulse, Inc.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Assignor’s representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Assumed Liabilities, are incorporated herein by this reference. The parties hereto acknowledge Assignor acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nortech Systems Inc), Assignment and Assumption Agreement (Idi Global Inc)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, to the representations, warranties, covenants, agreements and indemnities indemnities, relating to the Assigned Contracts Operating Partnership Transferred Assets are incorporated herein by this reference. The parties hereto Assignor and Assignee acknowledge and agree that the representations, warranties, covenants, agreements covenants and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (CNL Lifestyle Properties Inc), Purchase and Sale Agreement (Epr Properties)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Assignor’s representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Interests, are incorporated herein by this reference. The parties hereto acknowledge Assignor acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 2 contracts

Samples: Assignment Agreement (Minerco Resources, Inc.), Assignment Agreement (Minerco Resources, Inc.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the including Assignor's representations, warranties, covenants, agreements agreements, and indemnities relating to the Assigned Contracts [●] Assets, are incorporated herein in this Assignment by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements agreements, and indemnities contained in the Purchase Agreement shall not be superseded hereby by this Assignment, but shall remain in full force and effect to the full extent provided thereinin the Purchase Agreement. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereofof this Assignment, the terms of the Purchase Agreement shall govern.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Spartan Motors Inc)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Seller’s representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Assets, are incorporated herein by this reference. The parties hereto acknowledge Seller acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern. Capitalized terms used but not defined herein shall have the meanings for such terms that are set forth in the Purchase Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Best Energy Services, Inc.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Transferor's representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Acquired Assets, are incorporated herein by this reference. The parties hereto acknowledge Transferor acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celldex Therapeutics Inc)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Seller’s representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Acquired Assets, are incorporated herein by this reference. The parties hereto acknowledge Seller acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Auxilio Inc)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, to the parties’ representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Transferred Assets and/or Assumed Liabilities, are incorporated herein by this reference. The parties hereto acknowledge and agree that the their respective representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Allis Chalmers Energy Inc.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Assumed Liabilities, are incorporated herein by this reference. The parties hereto acknowledge Assignor acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby hereby, but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Advanced Nutraceuticals Inc/Tx)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Seller’s representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Purchased Assets, are incorporated herein by this reference. The parties hereto acknowledge Seller acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Intellectual Property Purchase Agreement (Playbutton Acquisition Corp.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Intangible Assets, are incorporated herein by this reference. The parties hereto acknowledge Assignor acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celldex Therapeutics Inc)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Seller’s representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Acquired Assets, and limitations thereto, are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement

Terms of the Purchase Agreement. The terms All provisions of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Agreement are incorporated herein by and govern this referenceAssignment. The parties hereto acknowledge and agree that Nothing herein is intended to modify, limit or otherwise affect the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement Agreement, and such representations, covenants, agreements and indemnities shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Ip Transfer Agreement (Global Axcess Corp)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Seller's representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Transferred of the Asset, are incorporated herein by this reference. The parties hereto acknowledge Seller acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.. Exhibit 10.1

Appears in 1 contract

Samples: Asset Purchase Agreement (HST Global, Inc.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Purchased Assets are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Seller's representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Assets, are incorporated herein by this reference. The parties hereto acknowledge Seller acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Resolve Staffing Inc)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Seller’s representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Note, are incorporated herein by this reference. The parties hereto acknowledge Seller acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (PDL Biopharma, Inc.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Assignor’s representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Trademarks, are incorporated herein by this reference. The parties hereto acknowledge Assignor acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celldex Therapeutics Inc)

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Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Seller’s representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Conveyed Assets, are incorporated herein by this reference. The parties hereto acknowledge Seller acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nortech Systems Inc)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Purchased Assets and the Assumed Liabilities are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereofof this Agreement, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Airgain Inc)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Seller's representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Assumed Liabilities, are incorporated herein by this reference. The parties hereto acknowledge Seller acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Green Energy Management Services Holdings, Inc.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Assumed Contracts and the Assumed Leases are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (bioAffinity Technologies, Inc.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts IP are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Software Assets Purchase Agreement (Infinite Group Inc)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts set forth therein are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Oclaro, Inc.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts and the other Purchased Assets are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Great Elm Capital Group, Inc.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts IP are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby hereby, but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Intellectual Property Purchase Agreement (Airborne Wireless Network)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Seller’s representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Personal Property, are incorporated herein by this reference. The parties hereto acknowledge Seller acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. , In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.,

Appears in 1 contract

Samples: Agreement to Sell, Purchase and Lease (First National Bancshares Inc /Sc/)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to each Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Assumed Liabilities, are incorporated herein by this reference. The parties hereto acknowledge Each Assignor acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intercloud Systems, Inc.)

Terms of the Purchase Agreement. The terms of the Asset Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts set forth therein, are incorporated herein by this reference. The parties Parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Asset Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Asset Purchase Agreement and the terms hereof, the terms of the Asset Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Majesco)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Trademarks, are incorporated herein by this reference. The parties hereto acknowledge Assignor acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celldex Therapeutics Inc)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Contract are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Dragonfly Energy Holdings Corp.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Assignor’s representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Intangible Assets, are incorporated herein by this reference. The parties hereto acknowledge Assignor acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celldex Therapeutics Inc)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Purchased Assets and the Assumed Liabilities are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Assumed Liabilities, are incorporated herein by this reference. The parties hereto Parties acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Halitron, Inc.)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Assignor’s representations, warranties, covenants, agreements warranties and indemnities covenants relating to the Assigned Contracts Purchased Assets and the Assumed Liabilities, are incorporated herein by this reference. The parties hereto acknowledge Assignor acknowledges and agree agrees that the representations, warranties, covenants, agreements warranties and indemnities covenants contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cenveo, Inc)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Transferor’s representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Acquired Assets, are incorporated herein by this reference. The parties hereto acknowledge Transferor acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celldex Therapeutics Inc)

Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, including but not limited to, the to Seller’s representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts Assets, are incorporated herein by this reference. The parties hereto acknowledge Seller acknowledges and agree agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

Appears in 1 contract

Samples: Asset Purchase Agreement (PDL Biopharma, Inc.)

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