Completeness; No Misrepresentations Sample Clauses

Completeness; No Misrepresentations. The copies of all instruments, agreements, and written information, including without limitation the Schedules hereto, delivered pursuant to this Agreement or otherwise furnished or made available to Harvest by TRC, or any representatives of either of them are complete and correct as of the date hereof. The representations and warranties made by TRC in this Agreement or in any Schedule or other document furnished in connection with this Agreement do not contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements or facts contained herein or therein not misleading. The fact that Harvest and its representatives have conducted an investigation of TRC prior to the execution of this Agreement shall not affect the representations and warranties contained in this Article or the extent of the obligations or liabilities of TRC in the event of a breach of any such representation or warranty.
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Completeness; No Misrepresentations. The representations and warranties made by Champps in this Agreement or in any Exhibit or other document furnished by Champps hereunder do not contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements or facts contained herein or therein not misleading.
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Completeness; No Misrepresentations. The representations and warranties made by the Company in this Agreement or in any Exhibit or other document furnished by the Company hereunder do not contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements or facts contained herein or therein not misleading.
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Completeness; No Misrepresentations. To the Knowledge of the Seller, the copies of all instruments, agreements and written information, including without limitation the schedules hereto, delivered pursuant to this Agreement or otherwise furnished or made available to the Buyer by the Seller including but not limited to the Financial Statements of the Seller attached hereto as Schedule 3.32 are complete and correct in all material respects as of the date hereof.
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Completeness; No Misrepresentations. The copies of all instruments, agreements, and written information, including without limitation the Schedules hereto, delivered pursuant to this Agreement or otherwise furnished or made available to Surf City by Harvest, or any representatives of either of them are complete and correct as of the date hereof. The representations and warranties made by Harvest or the Shareholder in this Agreement or in any Schedule or other document furnished in connection with this Agreement do not contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements or facts contained herein or therein not misleading. The fact that Surf City and its representatives have conducted an investigation of Harvest prior to the execution of this Agreement shall not affect the representations and warranties contained in this Article VI or the extent of the obligations or liabilities of Harvest in the event of a breach of any such representation or warranty.
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Completeness; No Misrepresentations. The copies of all instruments, agreements, and written information, including without limitation the Schedules hereto, delivered pursuant to this Agreement or otherwise furnished or made available to Harvest by Sports, or any representatives of either of them are complete and correct as of the date hereof. The representations and warranties made by Sports or the Shareholder in this Agreement or in any Schedule or other document furnished in connection with this Agreement do not contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements or facts contained herein or therein not misleading. The fact that Harvest and its representatives have conducted an investigation of Sports prior to the execution of this Agreement shall not affect the representations and warranties contained in this Article or the extent of the obligations or liabilities of Sports in the event of a breach of any such representation or warranty.
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Related to Completeness; No Misrepresentations

  • No Misrepresentations The reports and other submittals by Seller to Buyer under this Agreement are not false or misleading in any material respect.

  • No Misrepresentation The representations and warranties of the Company contained in this Agreement, any schedule, annex or exhibit hereto and any agreement, instrument or certificate furnished by the Company to the Investors pursuant to this Agreement, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Misrepresentations Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

  • Misrepresentation A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

  • Completeness of Disclosure No representation or warranty by Pubco in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Priveco pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

  • No Misrepresentation or Breach of Covenants and Warranties (a) There shall have been no material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained herein. (b) Each of the representations and warranties of the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct in all material respects as of such specified date or time), and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on the Closing Date as though made on the Closing Date, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities shall have delivered to Buyer certificates, dated as of the Closing Date, signed on behalf of each ACME Entity by its respective President or any Vice President, certifying that the conditions described in subsections (a) and (b) above have been satisfied.

  • FALSE STATEMENTS; BREACH OF REPRESENTATIONS The Parties acknowledge that this Agreement has been negotiated, and is being executed, in reliance upon the information contained in the Application, and any supplements or amendments thereto, without which the Comptroller would not have approved this Agreement and the District would not have executed this Agreement. By signature to this Agreement, the Applicant: A. represents and warrants that all information, facts, and representations contained in the Application are true and correct to the best of its knowledge; B. agrees and acknowledges that the Application and all related attachments and schedules are included by reference in this Agreement as if fully set forth herein; and C. acknowledges that if the Applicant submitted its Application with a false statement, signs this Agreement with a false statement, or submits a report with a false statement, or it is subsequently determined that the Applicant has violated any of the representations, warranties, guarantees, certifications, or affirmations included in the Application or this Agreement, the Applicant shall have materially breached this Agreement and the Agreement shall be invalid and void except for the enforcement of the provisions required by Section 9.2 of this Agreement.

  • No Fraud or Misrepresentation To the best of the Seller’s knowledge, each Receivable that was originated by a Dealer was sold by the Dealer to the Seller and by the Seller to the Purchaser without any fraud or misrepresentation on the part of such Dealer or the Seller, respectively.

  • Disclosure; No Material Misstatements The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

  • fraudulent misrepresentation No party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any party who was not guilty of such fraudulent misrepresentation.

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