DISCLOSURE OF ALL MATERIAL MATTERS. (a) No statement of a material fact set forth in this Agreement (including without limitation all information in the Financial Statements, the Company Disclosure Schedule and the other Schedules, Exhibits, and attachments hereto, taken as a whole) with respect to the Company or its stockholders is false or misleading in any respect, nor does this Agreement (including, without limitation all information in the Financial Statements, Company Disclosure Schedule and the other Schedules, Exhibits, and attachments hereto, taken as a whole) omit to state a material fact necessary in order to make the statements made or information disclosed, in the light of the circumstances under which they were made or disclosed, not misleading.
(b) Provided only that Provant has accurately incorporated any information furnished in writing by the Company to Provant specifically for inclusion in the Registration Statement or the Prospectus (as applicable) and has deleted from the Registration Statement or the Prospectus (as applicable) any statement that the Company has specifically requested in writing be so deleted, (i) at the time the Registration Statement becomes effective under the Securities Act, it will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) at the time of each closing in connection with the IPO, the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
DISCLOSURE OF ALL MATERIAL MATTERS. No statement of a material fact made by Provant or Acquisition in this Agreement (including without limitation all information in the Provant Disclosure Schedule and the other Schedules, Exhibits, and attachments hereto, taken as a whole) is false or misleading in any respect, nor does this Agreement (including, without limitation all information in the Provant Disclosure Schedule and the other Schedules, Exhibits, and attachments hereto, taken as a whole) omit to state a material fact necessary in order to make the statements made or information disclosed, in the light of the circumstances under which they were made or disclosed, not misleading.
DISCLOSURE OF ALL MATERIAL MATTERS. None of this Agreement, any of the schedules, attachments or exhibits hereto, or any agreements or other documentation contemplated hereby contain any untrue statement of material fact or omit a material fact necessary to make each statement contained herein or therein, in light of the circumstances under which they were made, not misleading. There is no fact that has not been disclosed to Purchaser of which Seller has Knowledge which has had or could reasonably be anticipated to have a Material Adverse Effect.
DISCLOSURE OF ALL MATERIAL MATTERS. Except as disclosed in the Disclosure Schedules or in a Disclosure Supplement (when delivered), none of (a) the representations and warranties made by Eldorado in this Agreement (as qualified by all information in the Disclosure Schedules, Disclosure Supplements and Exhibits hereto taken as a whole), (b) any of Eldorado's Forms 10-K and 10-Q filed with the SEC between the date hereof and the Closing Date (when the EXECUTION VERSION same are filed), (c) the Bank's Reports of Condition and Reports of Income filed with the FDIC between the date hereof and the Closing Date (when the same are filed), or (d) the Monthly Financial Statements (when the same are delivered), including in each case the financial statements included therein and other exhibits thereto, contains (or when filed or delivered, will contain) any untrue statement of a material fact or omits (or when filed or delivered, will omit) to state any material fact necessary in order to make the statements made or information disclosed, in the light of the circumstances under which they were made or disclosed, not misleading.
DISCLOSURE OF ALL MATERIAL MATTERS. No statement of fact set forth in this Agreement (including without limitation all information in the Financial Statements and the other Schedules, Exhibits, and attachments hereto, taken as a whole) or otherwise provided by or on behalf of the Company to BridgeStreet is false or misleading in any respect, nor does this Agreement (including, without limitation all information in the Financial Statements and the other Schedules, Exhibits, and attachments hereto, taken as a whole) or any information provided to BridgeStreet by or on behalf of the Company omit to state a material
DISCLOSURE OF ALL MATERIAL MATTERS. None of the representations and warranties of Palomar and Community or any of the written information or documents which are furnished by Palomar and Community to Centennial pursuant to this Agreement or in connection with the transactions contemplated hereby, when considered as a whole, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact required to be stated or necessary to make any such information or document, at the time and in light of the circumstances (including without limitation the nature and scope of the information described in the representation, warranty, information or document), not misleading. Copies of all documents previously provided to Centennial or made available to Centennial pursuant to this Article III are true, correct and complete copies thereof and include all amendments, supplements and modifications thereto and all waivers thereunder.
DISCLOSURE OF ALL MATERIAL MATTERS. None of the representations and warranties of Centennial or any of the written information or documents which are furnished by Centennial to Community pursuant to this Agreement or in connection with the transactions contemplated hereby, when considered as a whole, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact required to be stated or necessary to make any such information or document, at the time and in light of the circumstances (including without limitation the nature and scope of the information described in the representation, warranty, information or document), not misleading.
DISCLOSURE OF ALL MATERIAL MATTERS. No statement of fact set forth in this Agreement (including without limitation all information in the Financial Statements and the other Schedules, Exhibits, and attachments hereto, taken as a whole) or otherwise provided by or on behalf of each Company to BridgeStreet is false or misleading in any respect, nor does this Agreement (including, without limitation all information in the Financial Statements and the other Schedules, Exhibits, and attachments hereto, taken as a whole) or any information provided to BridgeStreet by or on behalf of any Company omit to state a material fact necessary in order to make the statements made or information disclosed, in the light of the circumstances under which they were made or disclosed, not misleading.
DISCLOSURE OF ALL MATERIAL MATTERS. To the knowledge of the Stockholders, no statement of fact set forth in this Agreement (including without limitation all information in the Financial Statements and the other Schedules, Exhibits, and attachments hereto, taken as a whole) or otherwise provided by or on behalf of the Companies to the Buyer is false or misleading in any respect, nor does this Agreement (including, without limitation all information in the Financial Statements and the other Schedules, Exhibits, and attachments hereto, taken as a whole) or any information provided to the Buyer or on behalf of the Companies omit to state a material fact necessary in order to make the statements made or information disclosed, in the light of the circumstances under which they were made or disclosed, not misleading.
DISCLOSURE OF ALL MATERIAL MATTERS. No statement of fact set forth in this Agreement (including without limitation all information in the Financial Statements and the Schedules, Exhibits, and attachments hereto, taken as a whole) is false or misleading in any material respect.
