Common use of Completeness of Disclosure Clause in Contracts

Completeness of Disclosure. The representations and warranties by Seller in this Agreement, and the statements made by Seller in the Seller Disclosure Schedule, the Ancillary Agreements and the certificates to be furnished to Buyer pursuant hereto do not, when taken together, contain or will at the Closing contain any untrue statement of a material fact or omit 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 misleading. Except as set forth in this Agreement or the Seller Disclosure Schedule, there are no facts or circumstances of which Seller is aware that have had or could be expected to have, individually or in the aggregate, a Material Adverse Effect on the Purchased Assets or the Business.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Composite Technology Corp), Asset Purchase Agreement (Composite Technology Corp)

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Completeness of Disclosure. The representations and warranties by Seller Buyer in this Agreement, and the statements made by Seller Buyer in the Seller Buyer Disclosure Schedule, the Ancillary Agreements and the certificates to be furnished to Buyer Seller pursuant hereto do not, when taken together, contain or will at the Closing contain any untrue statement of a material fact or omit 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 misleading. Except as set forth in this Agreement or the Seller Buyer Disclosure Schedule, there are no facts or circumstances of which Seller Buyer is aware that have had or could be expected to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on the Purchased Assets or ability of Buyer to perform its obligations under this Agreement and the BusinessAncillary Agreements to which Buyer is a party.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Composite Technology Corp), Asset Purchase Agreement (Composite Technology Corp)

Completeness of Disclosure. The representations and warranties No representation or warranty by Seller Buyer in this Agreement, and the statements no statement made by Seller Buyer in the Seller Buyer Disclosure Schedule, the Ancillary Agreements and the certificates or any certificate or other document furnished or to be furnished to Buyer Seller pursuant hereto do not, when taken together, contain contains or will at the Closing contain any untrue statement of a material fact or omit 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 misleading. Except as specifically set forth in this Agreement or the Seller Buyer Disclosure Schedule, there are no facts or circumstances of which Seller Buyer is aware that have had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on the Purchased Assets Common Stock or the Businesscondition (financial or otherwise), operations, or results of operations of the business of Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bioclinica Inc)

Completeness of Disclosure. The representations and warranties No representation or warranty by Seller in this Agreement, and the statements no statement made by Seller in the Seller Disclosure Schedule, the Ancillary Agreements and the certificates or any certificate or other document furnished or to be furnished to Buyer pursuant hereto do not, when taken together, contain contains or will at the Closing contain any untrue statement of a material fact or omit 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 misleading. Except as specifically set forth in this Agreement or the Seller Disclosure Schedule, there are no facts or circumstances of which Seller is aware that have had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on the Purchased Assets or the Businesscondition (financial or otherwise), operations, or results of operations of the Business or Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bioclinica Inc)

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Completeness of Disclosure. The representations and warranties No representation or warranty by any Seller in this Agreement, and the statements no statement made by such Seller in the Seller Sellers Disclosure Schedule, the Ancillary Agreements and the certificates Schedule or any certificate or other document furnished or to be furnished to Buyer pursuant hereto do notor in connection with the negotiation, when taken togetherexecution or performance of this Agreement, contain or will at the Closing contain contains any untrue statement of a material fact or omit 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 misleading. Except as specifically set forth in this Agreement or the Seller Sellers Disclosure Schedule, there are no facts or circumstances of which any Seller is aware that have had or could be expected to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on the Purchased Assets condition (financial or otherwise), operations, prospects or results of operations of the BusinessAcquired Companies taken as a whole.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quixote Corp)

Completeness of Disclosure. The representations and warranties No representation or warranty by Seller in this Agreement, and the statements no statement made by Seller in the Seller Disclosure Schedule, the Ancillary Agreements and the certificates or any certificate or other document furnished or to be furnished to Buyer pursuant hereto do not, when taken together, contain contains or will at the Closing contain any untrue statement of a material fact or omit 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 misleading. Except as specifically set forth in this Agreement or the Seller Disclosure Schedule, there are no facts or circumstances of which Seller is aware that have had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on the Purchased Assets or the Businesscondition (financial or otherwise), operations, prospects or results of operations of the Business or Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bioclinica Inc)

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