Completeness of Statement; Effect of Representations and Warranties. No representation or warranty of Seller or Rhino in this Agreement or information in the Schedules contains any untrue statement of a material fact, contains any misstatement of a material fact, or omits any material fact necessary to make such representation or warranty (or statement if contained in any other document referenced above) under the circumstances which it was made, not misleading.
Completeness of Statement; Effect of Representations and Warranties. To the best of Seller’s and the Companies’ knowledge, Seller and the Companies have disclosed to Buyer all material adverse facts known to it relating to these representations and warranties. The representations and warranties of Seller and the Companies are true and complete in all material respects. To the best of Seller’s and the Companies’ knowledge, no representation or warranty of Seller and the Companies contains any untrue statement of a material fact, omits any material fact necessary to make such representation or warranty, under the circumstances which it was made, not misleading, or contains any misstatement of a material fact. The representations and warranties contained in this Section 3 of the Agreement shall survive for a period of two (2) years after the Closing of the sale of the Acquisition Assets.
Completeness of Statement; Effect of Representations and Warranties. No representation or warranty of the Company or Sellers in this Agreement contains any untrue statement of a material fact, omits any material fact necessary to make such representation or warranty, under the circumstances which it was made, not misleading or contains any misstatement of a material fact. The Company and Sellers have disclosed on Schedule 5.35 all adverse facts ------------- known to them relating to the representations and warranties. All representations and warranties contained in Section 5 are correct and complete --------- as of the date hereof and shall be correct and complete as of the Closing Date as though made then with the Closing Date being substituted for the date hereof throughout this Section 5. Nothing in the Schedules shall be deemed adequate to --------- disclose an exception to a representation or warranty made in this Agreement, unless the Schedule identifies the exception with particularity and describes the relevant facts in detail. Nothing in any auditor's report to the Company shall be deemed adequate to disclose an exception to a representation or warranty made herein. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made in this Agreement (unless the representation or warranty has to do with the existence of the document or other item itself). All of the representations and warranties made by the Company and Sellers are made with the knowledge, expectation, understanding and desire that Buyer place complete reliance thereon. Neither the representations and warranties of the Company and Sellers, nor the indemnification obligations of the Company and Sellers, shall be affected, qualified, modified or deemed waived by reason of the fact that Buyer knew or should have known that any representation or warranty is or might be inaccurate in any respect.
Completeness of Statement; Effect of Representations and Warranties. Buyer has disclosed on Schedule 6.5 all adverse facts known to it ------------ relating to the representations and warranties. The representations and warranties of Buyer contained in this Section 6.5 are true and complete in all ----------- respects as of the date hereof. No representation or warranty of Buyer in this Agreement contains any untrue statement of a material fact, omits any material fact necessary to make such representation or warranty, under the circumstances which it was made, not misleading or contains any misstatement of a material fact. All of the representations and warranties made by Buyer are made with the knowledge, expectation, understanding and desire that Sellers place complete reliance thereon. Neither the representations and warranties of Buyer, nor the indemnification obligations of Buyer, shall be affected, qualified, modified or deemed waived by reason of the fact that Sellers knew or should have known that any representation and warranty is or might be inaccurate in any respect.
Completeness of Statement; Effect of Representations and Warranties. No representation or warranty of the Sellers in this Agreement contains any untrue statement of a material fact, omits any material fact necessary to make such representation or warranty, under the circumstances which it was made, not misleading, or contains any misstatement of a material fact. All representations and warranties contained in Section 5 are correct as of the date hereof and shall be correct as of the Closing Date as though made then with the Closing Date being substituted for the date hereof throughout this Section 5. All of the representations and warranties made by the Sellers are made with the knowledge, expectation, understanding and desire that Buyer place complete reliance thereon.
Completeness of Statement; Effect of Representations and Warranties. Buyer has disclosed in Schedule 6.6 all material adverse facts known to it relating to the representations and warranties. The representations and warranties of Buyer contained in this Section 6 are true and complete in all respects as of the date hereof. All of the representations and warranties made by Buyer are made with the knowledge, expectation, understanding and desire that Sellers place complete reliance thereon. Neither the representations and warranties of Buyer, nor the indemnification obligations of Buyer, shall be affected, qualified, modified or deemed waived by reason of the fact that Sellers knew or should have known that any representation and warranty is or might be inaccurate in any respect.
Completeness of Statement; Effect of Representations and Warranties. Seller and the Shareholders have disclosed to Buyer in separate writings or in the Schedules attached hereto, all adverse facts known to them relating to the representations and warranties. The representations and warranties of Seller and the Shareholders in this Agreement, as qualified by the disclosures made on the Schedules attached hereto, are true and complete in all respects. No representation or warranty of Seller or the Shareholders in this Agreement, as qualified by the disclosures made on the Schedules attached hereto, contains any untrue statement of a material fact, omits any material fact necessary to make such representation or warranty, under the circumstances which it was made, not misleading, or contains any misstatement of a material fact. All of the representations and warranties made by Seller and the Shareholders, as qualified by the disclosures made on the Schedules attached hereto, are made with the knowledge, expectation, understanding and desire that Buyer place complete reliance thereon. Neither the representations and warranties of Seller or the Shareholders, nor the indemnification obligations of Seller and the Shareholders, shall be affected, qualified, modified or deemed waived by reason of the fact that Buyer should have known that any representation or warranty of Seller or the Shareholders is or might be inaccurate in any respect. The effect of Buyer's Knowledge of an inaccuracy is provided for in Section 11.9(c).
Completeness of Statement; Effect of Representations and Warranties. No representation or warranty of the Riverside Parties in this Agreement contains any untrue statement of a material fact, omits any material fact necessary to make such representation or warranty, under the circumstances which it was made, not misleading, or contains any misstatement of a material fact. All representations and warranties contained in Section 4 are correct and complete as of the date hereof and shall be correct and complete as of the Closing Date as though made then with the Closing Date being substituted for the date hereof throughout this Section 4. Nothing in the Schedules shall be deemed adequate to disclose an exception to a representation or warranty made in this Agreement, unless the Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made in this Agreement (unless the representation or warranty has to do with the existence of the document or other item itself). All of the representations and warranties made by the Riverside Parties are made with the knowledge, expectation, understanding and desire that Buyer place complete reliance thereon.
Completeness of Statement; Effect of Representations and Warranties. The representations and warranties of Imagine contained in this Section 5.5 are true and complete in all respects as of the date hereof. No representation or warranty of Imagine in this Agreement contains any untrue statement of a material fact, omits any material fact necessary to make such representation or warranty, under the circumstances which it was made, not misleading, or contains any misstatement of a material fact. All of the representations and warranties made by Imagine are made with the knowledge, expectation, understanding and desire that the Riverside Parties place complete reliance thereon.
Completeness of Statement; Effect of Representations and Warranties. Seller and Shareholders have disclosed to Buyer in separate writings or in the Schedules attached hereto, all material adverse facts known to them relating to the representations and warranties. The representations and warranties of Seller and Shareholders in this Agreement, as qualified by the disclosures made on the Schedules attached hereto, are true and complete in all respects. No representation or warranty of Seller or Shareholders in this Agreement, as qualified by the disclosures made on the Schedules attached hereto, contains any untrue statement of a material fact, omits any material fact necessary to make such representation or warranty, under the circumstances which it was made, not misleading, or contains any misstatement of a material fact. All of the representations and warranties made by Seller and Shareholders, as qualified by the disclosures made on the Schedules attached hereto, are made with the knowledge, expectation, understanding and desire that Buyer place complete reliance thereon.
