Business Generally; Accuracy of Information. No representation or warranty made by the Company in this Agreement, the Company Disclosure Schedule, or in any document, agreement or certificate furnished or to be furnished to Parent at the Closing by or on behalf of the Company in connection with any of the transactions contemplated by this Agreement contains or will contain any untrue statement of material fact or omit or will omit to state any material fact necessary in order to make the statements herein or therein not misleading in light of the circumstances in which they are made, and all of the foregoing completely and correctly present the information required or purported to be set forth herein or therein.
Business Generally; Accuracy of Information. No representation or warranty made by the Parent or Merger Subsidiary in this Agreement, the Parent Disclosure Schedule, or in any document, agreement or certificate furnished or to be furnished to the Company at the Closing by or on behalf of the Parent or Merger Subsidiary in connection with any of the transactions contemplated by this Agreement contains or will contain any untrue statement of material fact or omit or will omit to state any material fact necessary in order to make the statements herein or therein not misleading in light of the circumstances in which they are made, and all of the foregoing completely and correctly present the information required or purported to be set forth herein or therein.
Business Generally; Accuracy of Information. No representation or warranty made by the Company in this Agreement, the Disclosure Schedule, or in any document, agreement or certificate furnished or to be furnished to Parent at the Closing by or on behalf of the Company in connection with any of the transactions contemplated by this Agreement contains or will contain any untrue statement of material fact or omit or will omit to state any material fact necessary in order to make the statements herein or therein not misleading in light of the circumstances in which they are made, and all of the foregoing completely and correctly present the information required or purported to be set forth herein or therein. To the knowledge of the Company, there is no material fact as of the date hereof that has not been disclosed in writing to Parent related to the Company, its operations, properties, financial condition or prospects, taken as a whole, that has, or could reasonably be expected to have, a Material Adverse Effect on the Company. The representations and warranties contained in this Article 2 or elsewhere in this Agreement or any document delivered pursuant hereto will not be affected or deemed waived by reason of the fact that Parent or its representatives knew or should have known that any such representation or warranty is or might be inaccurate in any respect.
Business Generally; Accuracy of Information. No representation or warranty made by ECSI in this Agreement, the Disclosure Schedule, or in any document, agreement or certificate furnished or to be furnished to HYUNDAI at the Closing by or on behalf of ECSI in connection with the Transaction contains or will contain any untrue statement of material fact or omit or will omit to state any material fact necessary in order to make the statements herein or therein not misleading in light of the circumstances in which they are made, and all of the foregoing completely and correctly present the information required or purported to be set forth herein or therein.
Business Generally; Accuracy of Information. No representation or warranty made by Seller in this Agreement or in any document, agreement or certificate furnished or to be furnished to the Purchasers at the Closing by or on behalf of Seller in connection with any of the transactions contemplated by this Agreement contains or will contain any untrue statement of material fact or omit or will omit to state any material fact necessary in order to make the statements herein or therein not misleading in light of the circumstances in which they are made, and all of the foregoing completely and correctly present the information required or purported to be set forth herein or therein.
Business Generally; Accuracy of Information. No representation or warranty made by Parent in this Agreement, Parent Disclosure Schedule, or in any document, agreement or certificate furnished or to be furnished to Company at the Closing by or on behalf of Parent in connection with any of the transactions contemplated by this Agreement contains or will contain any untrue statement of material fact or omit or will omit to state any material fact necessary in order to make the statements herein or therein not misleading in light of the circumstances in which they are made, and all of the foregoing completely and correctly present the information required or purported to be set forth herein or therein.
Business Generally; Accuracy of Information. No exceptions.
Business Generally; Accuracy of Information. Except as set forth in the Disclosure Schedule, there has been no event, transaction or information that has come to the attention of the Company or the Shareholders that, as it relates directly to the Company, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. No representation or warranty made by the Company or the Shareholders in this Agreement, the Disclosure Schedule, or in any document, agreement or certificate furnished or to be furnished to Parent at the Closing by or on behalf of the Company or the Shareholders in connection with any of the transactions contemplated by this Agreement contains or will contain any untrue statement of material fact or omit or will omit to state any material fact necessary in order to make the statements herein or therein not misleading in light of the circumstances in which they are made, and all of the foregoing completely and correctly present the information required or purported to be set forth herein or therein. To the knowledge of the Company and the Shareholders, there is no material fact as of the date hereof that has not been disclosed in writing to Parent related to the Company, its operations, properties, financial condition or prospects, taken as a whole, that has a Material Adverse Effect or, to the knowledge of the Company or the Shareholders, in the future may have a Material Adverse Effect on the Company. The representations and warranties contained in this Article 2 or elsewhere in this Agreement or any document delivered pursuant hereto will not be affected or deemed waived by reason of the fact that Parent or its representatives knew or should have known that any such representation or warranty is or might be inaccurate in any respect.
Business Generally; Accuracy of Information. The Sellers make representation that disclosure contained under this Section is true and accurate. No exemptions applicable to this Section. The Sellers represent that no material adverse change have occurred in the business, financial condition, prospects, assets or operations of the Company since September 30, 2007. ___________________________ Mxxxxxx X. Xxxxxx ___________________________ Ixx Xxxxxx ___________________________ Rxxxxxx Xxxxx This Indemnification Agreement (this "Agreement") is made as of December 20, 2007, by and between Mxxxxxx X. Xxxxxx, Ixx Xxxxxx and Rxxxxxx Xxxxx (collectively, the "Indemnitor") and Hxxxxx Capital Corp, a California corporation ("HCC”).
Business Generally; Accuracy of Information. No representation or warranty made by the Apeiron Shareholders in this Agreement, their Disclosure Schedule or in any document, agreement or certificate furnished or to be furnished to KonaTel at the Closing by or on behalf of the Apeiron Shareholders or Apeiron in connection with the Contemplated Transactions to be consummated by this Agreement contains or will contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements herein or therein Agreement for Exchange of Stock not misleading in light of the circumstances in which they are made, and all of the foregoing completely and correctly presents the information required or purported to be set forth herein or therein.
