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. 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. 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. The Buyer acknowledges that the Seller’s Warranties are qualified and limited by:
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. 17.8 The Warranties are subject only to the extent of matters fairly and accurately disclosed in the Disclosure Material.
Disclosure Material. The Disclosure Material, taken as a whole, is complete and accurate in all material respects and includes all the information which a prospective purchaser of the FM Businesses in the position of the Purchaser would reasonably require for the purpose of making a decision whether or not to acquire the FM Businesses. For the purposes of this Warranty, a person in the position of the Purchaser is to be taken as having taken, in full the opportunity referred to in Clause 2 of Part III of this Schedule and to have obtained all professional advice from the Advisers used by the Purchaser which a prudent purchaser could reasonably be expected to have sought.
Disclosure Material. The Purchaser and the Purchaser's Guarantor have been given the opportunity by the Vendors to review the Disclosure Material, have taken that opportunity and have independently and without the benefit of any inducement, representations or warranty (other than the Warranties provided in Parts I and II of this Schedule) from any member of the Vendors' Group or the Deutsche Group determined to enter into this Deed. The Purchaser and the Purchaser's Guarantor have not reviewed the IB Disclosure Material. -------------------------------------------------------------------------------- PAGE 8 93 Allex Xxxxx XXXRE SALE DEED & Hemsxxx --------------------------------------------------------------------------------
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 financial condition of the Business is as presented in the financial information, including tax returns and financial statements, and books and records provided by Sellers to Buyer. To the knowledge of Sellers, those materials and the other materials disclosed to Buyer are true, complete and accurate in all respects, and fairly represent the information they purport to provide. To the knowledge of Sellers, all of the information disclosed, as a whole, does not contain any statement that, as of the date hereof, is false or misleading, and does not omit to state any material fact (i) necessary to make the
