Common use of Disclosure; Due Diligence Clause in Contracts

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.

Appears in 12 contracts

Samples: Stock Purchase Agreement (General Roofing Services Inc), Stock Purchase Agreement (General Roofing Services Inc), Stock Purchase Agreement (General Roofing Services Inc)

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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 Company or the Stockholders to GRS or their 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 the Stockholders GRS contain projections and estimates of future events, and such projections and estimates have been based upon certain assumptions that management of GRS the Company made in good faith and believed are reasonable at the time such materials were prepared.

Appears in 9 contracts

Samples: Stock Purchase Agreement (General Roofing Services Inc), Stock Purchase Agreement (General Roofing Services Inc), Stock Purchase Agreement (General Roofing Services Inc)

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 Company, any Subsidiary or the Stockholders to GRS or their 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 the Stockholders GRS contain projections and estimates of future events, and such projections and estimates have been based upon certain assumptions that management of GRS the Company made in good faith and believed are reasonable at the time such materials were prepared.

Appears in 2 contracts

Samples: Stock Purchase Agreement (General Roofing Services Inc), Stock Purchase Agreement (General Roofing Services Inc)

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 Shareholder or their 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 the Stockholders Shareholder 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Roofing Services Inc)

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Disclosure; Due Diligence. This Agreement and the Exhibits and Schedules hereto, when taken as a whole with other documents and certificates furnished by each Company or the Shareholder to GRS to the Stockholders or their 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 the Stockholders GRS contain projections and estimates of future events, and such projections and estimates have been based upon certain assumptions that management of GRS each Company made in good faith and believed are reasonable at the time such materials were prepared.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Roofing Services Inc)

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.such

Appears in 1 contract

Samples: Stock Purchase Agreement (General Roofing Services Inc)

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