Common use of Representations Complete Clause in Contracts

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Embarcadero Technologies Inc), Agreement and Plan of Merger (QRS Corp), Agreement and Plan of Merger (Embarcadero Technologies Inc)

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Representations Complete. None of the representations or warranties made by the Company herein Company, Indemnitors or the Stockholders (as modified by the Disclosure Schedule), nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, or certificate furnished by the Company Company, Indemnitors or the Stockholders pursuant to this Agreement, when all such documents are read together in their entiretytaken together, contains or will contain at the Effective Time Closing, any untrue statement of a material fact, or omits or will omit at the Effective Time Closing to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Novothy Gerald R), Stock Purchase Agreement (Gametech International Inc), Employment Agreement (Gametech International Inc)

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time Closing Date any untrue statement of a material fact, or omits or will omit at the Effective Time Closing Date to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Phone Com Inc), Agreement and Plan of Reorganization (QRS Corp)

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BNS Holding, Inc.)

Representations Complete. None of the representations or warranties made by the Company herein or (as modified by the Disclosure Schedule) in this Agreement, and none of the statements made in any Schedule heretoexhibit, including the Company Disclosure Schedule, schedule or certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entiretytaken as a whole, contains contains, or will contain at the Effective Time Time, any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc)

Representations Complete. 23 29 None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or certificate furnished by the Company pursuant to this Agreement, or the Company SEC Documents, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Aironet Wireless Communications Inc)

Representations Complete. None of the representations or warranties made by the Company herein or (as modified by the Disclosure Schedule) in this Agreement, and none of the statements made in any Schedule heretoexhibit, including the Company Disclosure Schedule, schedule or certificate furnished by or on behalf of the Company pursuant to this Agreement, when all such documents are read together in their entiretytaken as a whole, contains contains, or will contain at the Effective Time Time, any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Scansoft Inc)

Representations Complete. None of the representations or warranties made by the Company Shareholders and the Principal herein or in any Schedule hereto, including the Company Disclosure Schedule, or certificate furnished by the Company Shareholders and the Principal pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Synergy 2000 Inc)

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this AgreementAgreement or in the Company SEC Reports, when all such documents are read together in their entirety, contains or will contain at the Effective Time of Merger any untrue statement of a material fact, or omits or will omit at the Effective Time of Merger to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they are made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Brady Corp)

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure ScheduleLetter, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Synaptics Inc)

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time Closing Date any untrue statement of a material fact, or omits or will omit at the Effective Time Closing Date to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Shareholder Agreement (Phone Com Inc)

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Representations Complete. None of the representations or warranties made by the Company or the Founders herein or in any Company Disclosure Schedule hereto, including the Company Disclosure Schedule, or certificate furnished by the Founders or the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (About Com Inc)

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Synergy 2000 Inc)

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule heretoSchedule, including in the Company Disclosure Schedule, or certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Omega Research Inc)

Representations Complete. None of the representations or warranties made by the Company herein (as modified by the Disclosure Schedule) in this Agreement, any Related Agreement or in any Schedule heretoexhibit, including the Company Disclosure Schedule, schedule or certificate furnished by the Company pursuant to this AgreementAgreement or a Related Agreement contains, when all such documents are read together in their entirety, contains or will contain at the Effective Time Time, any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Documentum Inc)

Representations Complete. None of the representations or warranties made by the Company herein or (subject to the qualifications and exceptions expressed therein), nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, or certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, Agreement contains or will contain at the Effective Time Time, any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Electronic Transmission Corp /De/)

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at upon the Effective Time consummation of the Merger any untrue statement of a material fact, or omits or will omit at upon the Effective Time consummation of the Merger to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vicinity Corp)

Representations Complete. None To the Knowledge of the Company, none of the representations or warranties made by the Company herein or in any Schedule hereto, including this Agreement (as modified by the Company Disclosure Schedule), and none of the statements made in any exhibit, schedule or certificate furnished by the Company pursuant to this AgreementAgreement contains, when all such documents are read together in their entirety, contains or will contain at the Effective Time Time, any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amkor Technology Inc)

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