Completeness of Representations and Warranties. The Company further represents and warrants that:
(a) The subparagraphs of Section 3.1 hereof, including the material incorporated by reference are, and other written information provided by the Company to Buyer is, true, accurate and complete and do not or does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements herein or therein contained not misleading.
(b) There is no fact known to the Company which materially and adversely affects or could reasonably be expected to materially and adversely affect the business prospects, operations or condition (financial, business, labor or otherwise) of the Company or of any of its properties or assets, which has not been set forth herein or therein.
Completeness of Representations and Warranties. No representations or warranty by the SELLER in this Agreement or in any certificate, Schedule or other document fumished to BUYER as provided herein or in connection with the transaction contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements herein or therein not misleading.
Completeness of Representations and Warranties. Each of the representations and warranties herein contained is without prejudice to any other warranty, representation or undertaking and no clause contained in this Share Purchase Agreement shall restrict or govern the extent or application of any other clause or any provision of any other agreement or of any applicable Law.
Completeness of Representations and Warranties. The representations and 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 do not and will not contain any untrue statement of a material fact, or omit 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.
Completeness of Representations and Warranties. The Seller has not omitted to disclose to the Purchaser any facts that (i) would be necessary to make the information contained in this Agreement and its annexes not misleading in any material respect, or (ii) might reasonably have caused the Purchaser not to enter into the Transaction, or to have entered into the Transaction on materially different terms. Where representations and warranties in this Article 4 are subject to the Seller's best knowledge, the Seller has made reasonable efforts to obtain from Messrs. Xxxxxx Xxxxxxx Xxxxxxx xx Xxxxx, Xxxxx Xxxxxxx Xxxxx Xxxxxx and Xxxxxxx Xxxxxx xx Xxxxx Xxxxx, Ms. Xxx Xxxxxxxx Xxxxxxxx Aires, Ms. Xxx Xxxxx Xxxxxx xx Xxxxxxxx, and the Company's directors and professional advisors all relevant information, and in making those representations and warranties the Seller has relied upon the information so obtained by it.
Completeness of Representations and Warranties. No warranty or representation made by the Corporation or the Shareholders in this Agreement or written information set forth in or furnished pursuant to this Agreement (including, without limitation, the Schedules to this Agreement and other agreements or instruments provided for or contemplated by this Agreement) contains any untrue statement of material fact or, as to any representation or warranty made in this Agreement or in any Schedule, omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
Completeness of Representations and Warranties. 19 3.26. Seller's knowledge..........................................................................19
Completeness of Representations and Warranties. The Seller has not omitted to disclose to the Purchaser any facts of which the Seller has knowledge that would be necessary to make the information contained in this Agreement and its annexes, taken as a whole, not misleading.
Completeness of Representations and Warranties. Neither the Disclosure Documents, this Agreement, nor any Exhibit or Schedule to this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein, in light of the circumstances under which they are made, not misleading, and there is no fact which materially and adversely affects the business, prospects, affairs, operations, condition, financial or otherwise, of the Company which has not been disclosed to the Purchaser in writing by the Company.
Completeness of Representations and Warranties. The Sellers have not omitted to disclose to the Buyer any facts whatsoever that would be necessary in order for the Buyer not to be misled by the information contained herewith including the Disclosure Schedule or to purchase them for a substantially lower price. The Sellers have made all reasonable efforts to obtain from the Company the information of which they represent themselves as being aware of in the representations made herein, including the Disclosure Schedule. Each of the warranties and representations herein contained is without prejudice to any other warranty, representation or undertaking and no clause contained herewith shall restrict or govern the extent or application of any clause. There is no fact that Materially Adversely Affects the business, property, condition, results of operations or business prospects of the Company that has not been notified to the Buyer prior to the Closing Date. The representations made herewith, the warranties granted, and the undertakings agreed to are valid, and shall remain valid, whatever the legal form the Company may acquire including the Disclosure Schedule.
