Disclosure; Due Diligence. This Agreement and the Exhibits and Schedules hereto, when taken as a whole with other documents and certificates furnished by GRS to the Stockholders or their counsel, do not contain any untrue statement of material fact or omit any material fact necessary in order to make the statements therein not misleading; provided, however, certain materials provided to the Stockholders contain projections and estimates of future events, and such projections and estimates have been based upon certain assumptions that management of GRS made in good faith and believed are reasonable at the time such materials were prepared.
Disclosure; Due Diligence. This Agreement, when taken as a whole with other documents and certificates furnished by each of IFFC and IFFP to BKC or its counsel have been furnished in good faith and, do not contain any untrue statement of material fact or omit any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
Disclosure; Due Diligence. The Company acknowledges that:
9.6.1 Canada has made full and xxxxx disclosure of all facts the Company deemed relevant before executing the License Agreement;
9.6.2 The Company has conducted a due diligence search of all matters relevant to the Licensed Rights, the Patents and the License Agreement;
9.6.3 Canada has made all best efforts to identify the significant characteristics of the Licensed Rights and that Canada makes no representation that all the characteristics both favorable and unfavorable have been identified; and
9.6.4 Canada is either under no duty to warn the Company or the Company unconditionally waives any such duty, about the Licensed Rights or Commercialization.
Disclosure; Due Diligence. This Agreement and the Exhibits and Schedules hereto, when taken as a whole with other documents and certificates furnished by the Company and the Stockholder to the Buyer or its counsel, do not contain any untrue statement of material fact or omit any material fact necessary in order to make the statements therein not misleading.
Disclosure; Due Diligence. This Amendment, when taken as a whole with other documents and certificates furnished by BKC to each of IFFC and IFFP or its counsel have been furnished in good faith and, do not contain any untrue statement of material fact or omit any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
Disclosure; Due Diligence. No representation or warranty by any Seller contained in this Agreement, nor any writing, certificate, exhibit, list or other instrument required to be furnished by any Seller to Purchaser pursuant hereto, contains or will contain any material untrue statement of fact or omits or will omit any fact necessary in order to make the statements and information contained herein or therein not materially misleading.
Disclosure; Due Diligence. This Agreement and the Exhibits and Schedules hereto, when taken as a whole with other documents and certificates furnished by RCC, RCRR or the Stockholders to GRS or its counsel, do not contain any untrue statement of material fact or omit any material fact necessary in order to make the statements therein not misleading; provided, however, certain materials provided to GRS contain projections and estimates of future events, and such projections and estimates have been based upon certain assumptions that management of RCC and RCRR made in good faith and believed are reasonable at the time such materials were prepared.
Disclosure; Due Diligence. This Agreement and the Exhibits and Schedules hereto, when taken as a whole with other documents and certificates furnished by the Company to the Buyer or its counsel, do not contain any untrue statement of material fact or omit any material fact necessary in order to make the statements therein not misleading. Xxxx hereby states that it has been provided ample opportunity to conduct due diligence in the Company to its satisfaction.
Disclosure; Due Diligence. No representation or warranty by the Company, the Subsidiaries or any Stockholder contained in this Agreement and in documents delivered to Purchaser from the Company, the 63 Subsidiaries or any Stockholder, nor any writing, certificate, exhibit, list or other instrument required to be furnished by the Company, the Subsidiaries or any Stockholder to Purchaser pursuant hereto contains or will contain any material untrue statement of fact or omits or will omit any fact necessary in order to make the statements and information contained herein or therein not materially misleading. To the Sellers' Knowledge, the due diligence materials provided to Purchaser by the Company, the Subsidiaries and the Sellers are complete and responsive to Purchaser's due diligence requests. Such materials do not contain any untrue statements of a material fact or omit any material facts necessary to make the information contained therein not misleading.
Disclosure; Due Diligence. This Agreement and the Exhibits hereto, when taken as a whole with other documents and certificates furnished by the Seller to the Buyer or its counsel, do not contain any untrue statement of material fact or omit any material fact necessary in order to make the statements therein not misleading. The Buyer hereby states that the Buyer has been provided ample opportunity to conduct due diligence in the Company to the Buyer's satisfaction and further acknowledges that the Buyer has been responsible for the day-to-day operations of the Company since its inception and, as such has complete knowledge of the business, financial condition and prospects of the Company.
