Reserved

29 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Reserved

   Insurance. ☒ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☐ The representations and warranties of this section apply to the Shareholder. Schedule 2.15. hereto contains (i) a complete and accurate description of the Seller’s current self-insurance practices and items covered by such self-insurance and (ii) a complete list of all current Policies that insure the Transferred Assets (collectively “TA Policies”). The Seller has delivered to the Purchaser true and complete copies of the TA Policies, along with copies of all TA Policies for the prior fiscal year of the Seller. All such TA Policies are and will remain in full force and effect through (but not following) the Closing Date. To the knowledge of the Seller, there is no notice of or basis for any modification, suspension, termination, or cancellation of any TA Policies

   AMERINST INSURANCE GROUP LTD (CIK 0001065201) · filed 2023-09-26 · read the filing · this wording recurs in 2 agreements we hold

2. 02

   Intentionally omitted

   Closing . The closing (herein referred to as the “ Closing ”) of the transactions contemplated hereby shall be on December 29, 2022, or such earlier date as may be mutually agreed by the parties in writing. The Closing shall take place remotely through escrow at the offices of WhiteBird, PLLC, 2101 Waverly Place, Suite 100, Melbourne, FL 32901 (hereinafter, the “ Escrow Agent ” or the “ Title Agent ”)

   Benson Hill, Inc. (BHIL, BHILW) (CIK 0001830210) · filed 2023-01-04 · read the filing · this wording recurs in 2 agreements we hold

3. 03

   Reserved

   Excluded Liabilities . Notwithstanding any provision in this Agreement to the contrary, Buyer shall not, pursuant to this Agreement, assume and shall not, pursuant to this Agreement, be responsible to pay, perform or discharge any Liabilities of any kind or nature whatsoever of Seller or any Seller Affiliate (collectively, such Liabilities are “ Excluded Liabilities ”) from Seller or any Seller Affiliate

   Chosen, Inc. (CIK 0001733443) · filed 2024-05-13 · read the filing · this wording recurs in 2 agreements we hold

4. 04

   Reserved

   Indemnification . Subject to the provisions of this Section 4.5, each party will indemnify and hold the other party and its directors, officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such party (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “ Indemnified Party ”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the party in this Agreement or in the other Transaction Documents or (b) any action instituted against the party in any capacity, or any of them or their respective Affiliates, arising out of or relating to any of the transactions contemplated by the Transaction Documents. For the avoidance of doubt, the indemnification provided herein is intended to, and shall also cover, direct claims brought by one party against the party; provided, however, that no indemnification in this Section 4.5 shall cover any loss, claim, damage or liability to the extent it is finally judicially determined to be attributable to any party’s breach of any of the representations, warranties, covenants or agreements made by such party in any Transaction Document, any party’s violation of state or federal securities law, or any conduct by one party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct. If any action shall be brought against any party in respect of which indemnity may be sought pursuant to this Agreement, such party shall promptly notify the other party in writing, and, except with respect to direct claims brought by the other party, the other party shall have the right to assume the […]

   Empery Digital Inc. (EMPD) (CIK 0001829794) · filed 2025-10-16 · read the filing

5. 05

   Reserved

   Relationships with Related Persons. Except as disclosed on Section 2.21 of the Disclosure Schedule , no Affiliate of Seller has, or during the last three (3) fiscal years has had, any interest in any property (whether real, personal or mixed and whether tangible or intangible) used in or pertaining to Business. Neither Seller nor any of its Affiliates owns, or during the last three (3) fiscal years has owned, of record or as a beneficial owner, an equity interest or any other financial or profit interest in any Person that has (a) had business dealings or a Material financial interest in any transaction with Seller other than business dealings or transactions disclosed on Section 2.21 of the Disclosure Schedule , each of which has been conducted in the ordinary course of business with Seller at substantially prevailing market prices and on substantially prevailing market terms or (b) engaged in any Competing Business, except for ownership of less than two percent (2%) of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market. Except as set forth on Section 2.21 of the Disclosure Schedule , no Affiliate of Seller is a party to any Contract with, or has any claim or right against, Seller. Asset Purchase Agreement – 2024 Human Bees, Inc. & ShiftPixy, Inc. Page 28 of 61 Section 2.22. Solvency. (a) Seller is not now insolvent and will not be rendered insolvent by any of the transactions contemplated hereby. As used in this Section, "insolvent" means that the sum of the debts and other probable liabilities of Seller exceeds the present fair saleable value of Seller's assets. (b) Immediately after giving effect to the consummation of the transactions contemplated hereby: (i) Seller will be able to pay its liabilities as they become due in the usual course of its business; and (ii) taking into account all pending and threatened litigation, final judgments against Seller in actions for money damages are not reasonably anticipated to be rendered at a time when, or in amounts such that, Seller will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of Seller. The […]

   ShiftPixy, Inc. (PIXY) (CIK 0001675634) · filed 2024-06-27 · read the filing

6. 06

   Intentionally Omitted

   At the Closing, Escrow Agent shall disburse the Purchase Price apportioned, adjusted and prorated to reflect closing costs, prorations and other adjustments made pursuant to Article 7 to Seller as Seller may direct, in accordance with the Closing Statement (as hereinafter defined). 2.4 Seller and Purchaser have agreed upon the allocation of the Purchase Price, before any adjustments as provided in this Agreement, among the individual Properties as set forth on Schedule I attached hereto. Each allocated purchase price on Schedule I attached hereto shall be referred to as an “ Allocated Purchase Price ”. Purchaser and Seller shall file federal, state and local tax returns in a 2 manner consistent with the Allocated Purchase Price and shall otherwise be bound by such Allocated Purchase Price (including the preparation of all books, records and tax filings) unless otherwise required by applicable law. In the event one party does not file federal, state and local tax returns in a manner consistent with the Allocated Purchase Price, then such party shall bear the consequences of any discrepancies and the other party shall have no obligation or liability with respect thereto. In all events, the Allocated Purchase Price shall control for purposes of paying any transfer taxes in connection with the Closing and for purposes of determining the insured amount for any title insurance policy. This Section 2.4 shall survive the Closing. 3. Leaseback . 3.1 Prior to the Due Diligence Date, Purchaser and Seller shall negotiate in good faith a master lease agreement with respect to the Properties in form and substance reasonably acceptable to Purchaser and Seller, pursuant to which Purchaser shall, from and after the Closing Date, lease the Properties to Seller, at the rent and pursuant to the terms and conditions contained therein (the “ Lease ”). The initial rent amount of the Lease is set forth on Exhibit C attached hereto. If Purchaser and Seller fail to agree upon a form of the Lease prior to the Due Diligence Date, either party may terminate this Agreement by providing written notice thereof to the other party prior to the Due Diligence Date, in which event this Agreement will terminate and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. 4. State of Title of Property and Violations

   Franchise Group, Inc. (CIK 0001528930) · filed 2022-08-04 · read the filing

7. 07

   Intentionally Omitted

   Representations Remade. As of Closing, Seller shall be deemed to remake and restate the representations set forth in Section 9.1, except that the representations shall be updated by delivering written notice to Purchaser on or prior to Closing in order to reflect any fact, matter or circumstance which Seller has become aware of, other than facts, matters or circumstances that Seller has been informed of by Purchaser or any agent of Purchaser, that would make any of Seller’s representations or warranties contained herein untrue or incorrect in any material respect (any such disclosure being referred to as a “Pre-Closing Disclosure”). If any Pre-Closing 14 Purchase and Sale Agreement (220 Alhambra Circle) 12792878.3 62435143;1 Disclosure would cause any representation or warranty contained herein to no longer be true and correct in all material respects, Purchaser shall have the right to terminate this Agreement by delivering written notice to Seller thereof on or prior to the Closing Date, in which event the Earnest Money shall be promptly returned to Purchaser and the parties shall have no further obligations hereunder except as expressly provided otherwise herein; provided, however, that if the Pre-Closing Disclosure is a result of a Seller default, Purchaser shall have the remedies set forth in Section 7.1. For the avoidance of doubt, in no way shall this Section 9.2 limit or restrict Purchaser’s rights and remedies under Section 7.1. [ ]. 9.3 Purchaser’s Representations and Warranties. Purchaser represents and warrants as of the Effective Date that: 9.3.1 Organization. Purchaser is duly organized and in good standing under the laws of the state of its organization. Purchaser has full limited liability company power and authority under its organizational documents to execute and deliver this Agreement, and has, or will have on or prior to Closing, full power and authority to perform its obligations hereunder and to consummate the transactions contemplated hereby. Purchaser is, or shall be on or prior to Closing, duly qualified, licensed or admitted to do business and in good standing in the state in which the Property is located. No approvals or consents by third parties or Governmental Authorities (as hereinafter defined) are required in order for Purchaser to consummate the transactions contemplated hereby. The representations and warranties of Purchaser […]

   Amerant Bancorp Inc. (AMTB) (CIK 0001734342) · filed 2022-03-04 · read the filing

8. 08

   Reserved

   Section 7.5 Forwarding of Payments and Other Items. All bills (including tax and insurance bills) pertaining to the Mortgage Loans which are due and payable on or before the Transfer Date or with respect to which the earlier of the payment deadline to take advantage of a discount or the payment deadline to avoid a penalty is before, on or within thirty (30) days after the Transfer Date shall be paid by Seller provided that the bills have been released, and Seller shall pay such bills in accordance with Applicable Requirements. All Mortgage Loan payments and other funds or payments (including claims proceeds in respect of any Pending Claims), all other bills, and all transmittal lists or any other information used to pay bills pertaining to the Mortgage Loans, and all documents, notices, correspondence and other documentation related to the Mortgage Loans, that are received by Seller after the Transfer Date shall be forwarded by Seller, at Purchaser’s expense, within two (2) Business Days of receipt thereof, in accordance with the Servicing Transfer Instructions. Any funds received on or in connection with a Purchased Asset that belong to the Purchaser shall be received and held by the Seller in trust for the benefit of the Purchaser as the owner of such Purchased Asset pursuant to the terms of this Agreement. All penalties and interest due on any Mortgage Loan resulting from Seller’s failure to pay a bill or to forward bills or other items to Purchaser as provided above shall be borne by Seller. Seller shall cooperate with Purchaser to obtain tax bills with respect to which the earlier of the payment deadline to take advantage of a discount or the payment deadline to avoid a penalty is between the 31st and 60th day after the Transfer Date. All documents, notices, correspondence and other documentation related to the Mortgage Loans that are received by Seller after the Transfer Date shall clearly indicate Seller’s loan numbers

   Finance of America Companies Inc. (FOA, FOACW) (CIK 0001828937) · filed 2023-03-16 · read the filing

9. 09

   Intentionally omitted

   Certain Other Covenants . During the Pre-Closing Period, (i) Seller shall, and shall cause each of its Affiliates to, maintain the Priority Review Voucher in full force and effect and provide Buyer with prompt written notice of any Regulatory Change, (ii) Seller shall not, and shall cause each of its Affiliates not to, (A) enter into any Contract with respect to the Purchased Assets or (B) take or permit, or omit to take any action that would reasonably be expected to adversely affect any of the Purchased Assets, Seller’s or any of its Affiliates’ ability to consummate the transactions contemplated by this Agreement or Buyer’s ownership and rights with respect to any of the Purchased Assets after the Closing, and (iii) Seller shall, and shall cause each of its Affiliates to, provide Buyer with prompt written notice of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or would reasonably be expected to cause any condition to the obligations of Seller to effect the Closing or the failure of Seller to comply with or satisfy in any material respect any covenant to be complied with or satisfied by Seller pursuant to this Agreement; provided the failure by Seller to give notice of any such occurrence as required pursuant to this Section 5.10 with respect to a breach of or inaccuracy in a representation or warranty contained herein shall not, in and of itself, render such breach or inaccuracy to become a failure to 17 comply with a covenant. Such notices provided pursuant to this Section 5.10 shall not be deemed to amend, modify or supplement any representation or warranty provided by Seller in this Agreement or any certificate or document delivered hereunder and shall not operate as a waiver or otherwise affect or impair any of Buyer’s rights under this Agreement (including with respect to Article 7 and Article 8 )

   ACADIA PHARMACEUTICALS INC (ACAD) (CIK 0001070494) · filed 2025-02-27 · read the filing

10. 10

    Reserved

    Compliance with Laws; Permits. (a) To the Company’s or Sellers’ knowledge, the Company has complied, and is now complying, with all statutes, laws, ordinances, regulations, rules, codes, treaties, or other requirements of any governmental authority applicable to it or its business, properties, or assets. 6 (b) All permits, licenses, franchises, approvals, registrations, certificates, variances, and similar rights obtained, or required to be obtained, from governmental authorities (collectively, "Permits") that are required for the Company to conduct its business have been obtained and are valid and in full force and effect. Section 2.12(b) of the Disclosure Schedules list all current Permits issued to the Company and, to the Company’s or Sellers’ knowledge, no event has occurred that would reasonably be expected to result in the revocation or lapse of any such Permit. Section 2.15 Taxes. To the Company’s and Sellers’ knowledge: (a) all tax returns (including information returns) required to be filed on or before the Closing Date by the Company have been timely filed; (b) all such tax returns are true, complete, and correct in all respects; (c) all taxes due and owing by the Company (whether or not shown on any tax return) have been timely paid; (d) all deficiencies asserted, or assessments made, against the Company as a result of any examinations by any taxing authority have been fully paid; and (e) there are no pending or threatened actions by any taxing authority

    INTEGRATED VENTURES, INC. (INTV) (CIK 0001520118) · filed 2024-09-03 · read the filing

11. 11

    Reserved Claims

    Notwithstanding the provisions of Section 2.1 or any other provision of this Agreement: 2.2.1 Nothing in this Agreement shall release or discharge Seller or any of the other Seller Parties (or any member of the board of directors of the Company or Waterparks appointed by Seller or any of the other Seller Parties) from any of their respective obligations or liabilities first arising and/or occurring from and after the Effective Date pursuant to (i) the Parent Operating Agreement, (ii) the Company Operating Agreement, and/or (iii) the Waterparks Operating Agreement (collectively the “ Organizational Documents ”), but expressly excluding provisions of the Organizational Documents relating to Purchaser’s acquisition of additional equity interests in Parent pursuant to this Agreement. Purchaser expressly reserves any and all claims, rights and remedies available to Purchaser in connection with any of the obligations and liabilities of Seller or any of the other Seller Parties described in this Section 2.2 . 2.2.2 The provisions of this Section 2.2 shall survive the Closing and/or termination of this Agreement. ARTICLE 3 REPRESENTATIONS AND WARRANTIES 3.1 Seller’s Representations and Warranties . As a material inducement for Purchaser to enter into this Agreement, Seller represents to Purchaser, as of the Effective Date and each Closing Date, as follows: 3.1.1 Organization . Seller is duly formed, validly existing, and in good standing under the laws of the jurisdiction of its organization

    Oak Street Net Lease Trust (CIK 0001944366) · filed 2023-04-05 · read the filing

12. 12

    Easements Reserved

    Seller hereby reserves unto itself, its representatives, contractors and assigns, the right of access to and an easement to and over the Property to enter the Property with persons and such equipment as determined necessary in Grantor’s sole discretion and judgment for the purpose of accessing and maintaining existing utility lines, facilities and appurtenances necessary for Seller’s operation of adjacent real property owned by Seller (the “ Reserved Easements ”); provided, however, that such Reserved Easements shall not unreasonably interfere with Purchaser’s business operations on the Property. Subject to the provisions of this Agreement, Purchaser shall be entitled to use the Property for any use not inconsistent with the Reserved Easements

    Worldwide Stages, Inc. (CIK 0001973742) · filed 2023-06-15 · read the filing