Disclosure Material. The Buyer acknowledges that, where applicable, the Sellers’ Warranties are qualified by all information fully and fairly disclosed in the Disclosure Material.
Disclosure Material. The financial statements of the Company dated December 31, 1996 and September 30, 1997 and any other financial statements delivered by the Company to the Purchaser (the "Financial Statements" and, together with the Schedules to this Agreement and other documents and information furnished by or on behalf of the Company at any time prior to the Closing, the "Disclosure Materials") comply in all material respects with applicable accounting requirements. Such Financial Statements have been prepared in accordance with United States generally accepted accounting principles, applied on a consistent basis ("GAAP") during the periods involved, except as may be otherwise specified in such Financial Statements or the notes thereto, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. There are no liabilities, contingent or otherwise, of the Company involving material amounts not disclosed in said Financial Statements. The Disclosure Materials do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Other than the $200,000 loan from Global Dairy Products Ltd., since September 30, 1997, there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect.
Disclosure Material. Any information included in the Disclosure Material which can be directly related to any of the representations or warranties in Section 8 of this Agreement and which limits or modifies any of the representations or warranties of this Section 8 is correct in all material respects.
Disclosure Material. Sellers acknowledge that Buyer has delivered to them copies of (i) the Prospectus dated November 10, 1997 (the "1997 PROSPECTUS"), (ii) the Buyer's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, (iii) the Buyer's Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 1998, June 30, 1998 and September 30, 1998 and (iv) all Current Reports on Form 8-K, filed in 1998 or 1999, each in the form (excluding exhibits) filed with the SEC (collectively, such Form 10-K, 10-Q and 8-K being hereinafter referred to as its "REPORTS"). Neither the 1997 Prospectus nor any of the Reports contained, at the time of filing thereof with the SEC, any untrue statement of any material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.
Disclosure Material. The Warranties are subject only to the extent of matters fairly and accurately disclosed in the Disclosure Material.
Disclosure Material. (a) The Buyer acknowledges that the Sellers’ Warranties (other than those that may give rise to a Tax Claim, the Title and Capacity Warranties and the Schedule Information Warranties) are qualified by all Information fairly disclosed by the Sellers to the Buyer in the Disclosure Material.
(b) For the purposes of this Agreement, a fact, matter or circumstance is ‘fairly disclosed’ if sufficient Information has been disclosed that a sophisticated investor, experienced in transactions of the nature of the sale of the Shares and familiar with the Business, would be reasonably aware of the substance and significance of the Information and would be reasonably aware of the nature and extent of the breach of the relevant Sellers’ Warranty.
Disclosure Material. All information contained in and disclosed by the Disclosure Letter and the Disclosure Material is true and accurate in all material respects and all information which has been given by the Vendor or its professional advisers or by representatives of Intergas to the Purchaser or its professional advisers in respect of questions raised by them was, when given, and now is true and accurate in all material respects and there are no facts or matters which have not been disclosed which render any such information untrue, inaccurate or misleading at the date of and in the context of this Agreement.
Disclosure Material. (All information true and accurate): As far as the Seller is aware, other than:
(a) any budgets, estimates, statements of opinion, forecasts or other forward looking statements; and
(b) the Last Accounts, any management accounts, the Information Memorandum and all verbal answers to requests for information, the information contained in the Disclosure Material is true and accurate in all material respects and not misleading as at the date it bears, taking into account the purpose for which it was prepared and the basis on which it was prepared.
Disclosure Material. For the purposes of this special condition 12, Disclosure Material means all information and materials relating in any way to the Property which were at any time made available to the Purchaser, its employees, advisors, agents or solicitors including that:
(a) set out in the Vendor’s Statement; and
(b) provided by the Vendor and/or the Vendor’s employees, advisors, agents or solicitors.
Disclosure Material. The Purchaser has distributed to such Shareholder, and such Shareholder represents and warrants to the Purchaser that he has had an opportunity to review, prior to his execution and delivery of this Agreement, (a) the reports, documents and other materials filed by the Purchaser with the Securities and Exchange Commission (the "SEC") listed in Exhibit C (the "Commission Reports") and (b) such other data in the possession of the Purchaser as such Shareholder shall have requested.
