Complete and Accurate Disclosure. Neither this Agreement (insofar as it relates to Xxxxxx, Xxxxxx Common Stock, and the involvement of Xxxxxx in the transactions contemplated hereby) nor any financial statement, schedule (including, without limitation, its Schedules to this Agreement), certificate or other statement or document delivered by Xxxxxx to Premier in connection herewith contains any statement which, at the time and under the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Xxxxxx to Premier in connection with the Registration Statement (as defined in Section 6.1(b)), both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading.
Complete and Accurate Disclosure. No representation or warranty made to Buyer in this Agreement or in connection with this transaction contains or will contain an untrue statement of a material fact, or omits or will omit to state a material fact necessary to make such representation or warranty not misleading or necessary to enable Buyer to make a fully informed decision with respect to its purchase of the Stock. All documents and information which have been or will be delivered to Buyer or its representatives by or on behalf of the Company are and will be true, correct and complete copies of the documents they purport to represent.
Complete and Accurate Disclosure. No representation or warranty made to Parent or Surviving Corporation in this Agreement or in connection with this transaction contains or will contain an untrue statement of a material fact, or omits or will omit to state a material fact necessary to make such representation or warranty not misleading or necessary to enable Parent and Surviving Corporation to make a fully informed decision with respect to the Merger of the Company into Surviving Corporation. All documents and information which have been or will be delivered to Parent and Surviving Corporation or its representatives by or on behalf of the Company or the Shareholders are and will be true, correct and complete copies of the documents they purport to represent.
Complete and Accurate Disclosure. No representation or warranty made to Buyer in this Agreement or in connection with this transaction, to include all previous negotiations between Buyer and Seller, contains or will contain an untrue statement of a material fact, or omits or will omit to state a material fact necessary to make such representation or warranty not misleading or necessary to enable a prospective purchaser of Seller's Business or the Assets to make a fully informed decision. All documents and information which have been or will be delivered to Buyer or its representatives by or on behalf of Seller are and will be true, correct and complete copies of the documents they purport to represent. There have been no material changes in Seller's Business from the commencement of negotiations between Buyer and Seller and the Closing of this transaction.
Complete and Accurate Disclosure. Neither this Agreement ------------ -------------------------------- (insofar as it relates to SFC, the SFC Subsidiaries, SFC Common Stock, the SFC Subsidiaries' Common Stock, and the involvement of SFC and the SFC Subsidiaries in the transactions contemplated hereby) nor any financial statement, schedule (including without limitation its Schedules to this Agreement), certificate, or other statement or document delivered by SFC or the SFC Subsidiaries to FFC in connection herewith contains any statement which, at the time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading.
Complete and Accurate Disclosure. I agree that all information given by me to the Centre is truthful, complete and accurate. I also agree to answer any questions asked by the Centre that the Centre deems necessary in relation to my use of the Facilities.
Complete and Accurate Disclosure. LS has not withheld from MCP any documents, information, or material facts relating to LS's ethanol production capabilities, and/or relating to the business operations of LS. Further, no representation or warranty in this Agreement, or in any letter, certificate, exhibit, schedule, statement, or other document furnished or to be furnished pursuant to this Agreement, contains any untrue statement of a material fact.
Complete and Accurate Disclosure. Neither this Agreement (insofar as it relates to Seller's involvement in the transactions contemplated hereby) nor any schedule, annex, or exhibit (including without limitation Annex 4.1(ii), certificate, or other written statement or document delivered by Seller to Buyer in connection herewith contains any statement which, at the time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Seller to Buyer, both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact necessary (i) to make the statements made therein not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading. Except as expressly set forth in this Section 4.1, Seller makes no representation or warranty, express or implied, at law or in equity, in respect of the Seller, the Assets, the Liabilities of Seller or the business of Seller, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed.
Complete and Accurate Disclosure. Neither this Agreement (insofar as it relates to Premier, the Premier Subsidiaries, the Premier Common Stock, the Premier Preferred Stock, the Premier Subsidiaries' Common Stock, and the involvement of Premier and the Premier Subsidiaries in the transactions contemplated hereby) nor any financial statement, schedule (including without limitation its Schedules to this Agreement), certificate, or other statement or document delivered by Premier or the Premier Subsidiaries to Xxxxxx in connection herewith contains any statement which, at the time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading.
Complete and Accurate Disclosure. No representation or warranty made to Parent in this Agreement or Shareholder's Disclosure Memorandum contains or will contain an untrue statement of a material fact, or omits or will omit to state a material fact necessary to make such representation or warranty not misleading or necessary to enable Parent to make a fully informed decision with respect to the Merger of the Company into Newco. All documents and information which have been or will be delivered to Parent or its representatives by or on behalf of the Company or Shareholder are and will be true, correct and complete copies of the documents they purport to represent.
