Common use of Disclosure of Material Facts Clause in Contracts

Disclosure of Material Facts. Neither Pen nor Shareholder have knowingly failed to disclose to Harcourt any facts material to the assets, liabilities, earnings, prospects, and business of Pen. No representation or warranty by Pen and Shareholder contained in this Agreement, and, to the best of their knowledge, no statement contained in any document (including, without limitation, the financial statements and Exhibits hereto), list, certificate, or other writing furnished or to be furnished by or on behalf of Pen or Shareholder or any of their representations in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements contained herein or there not misleading or necessary in order to provide fully and fairly the information required to be provided in any such document, list, certificate, or other writing.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Hartcourt Companies Inc), Agreement and Plan of Reorganization (Hartcourt Companies Inc)

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Disclosure of Material Facts. Neither Pen Harcourt nor Shareholder Shareholders have knowingly failed to disclose to Harcourt Stardust any facts material to the assets, liabilities, earnings, prospects, and business of PenHarcourt. No representation or warranty by Pen Harcourt and Shareholder Shareholders contained in this Agreement, and, to the best of their knowledge, no statement contained in any document (including, without limitation, the financial statements and Exhibits hereto), list, certificate, or other writing furnished or to be furnished by or on behalf of Pen Harcourt or Shareholder Shareholders or any of their representations in connection with the transactions contemplated hereby, contains or will contain any untrue statement statements of a material fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements contained herein or there not misleading or necessary in order to provide fully and fairly the information required to be provided in any such document, list, certificate, or other writing.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Hartcourt Companies Inc), Agreement and Plan of Reorganization (Hartcourt Companies Inc)

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Disclosure of Material Facts. Neither Pen Humanity nor Shareholder have knowingly failed `ailed to disclose to Harcourt any Taxxxxx xny facts material to the assets, liabilities, earnings, prospects, and business of PenHumanity. No representation or warranty by Pen Humanity and Shareholder contained in this Agreement, and, to the best of their knowledge, no statement contained in any document (including, without limitationlimitations, the financial statements and Exhibits hereto), list, certificate, or other writing furnished or to be furnished by or on behalf of Pen Human or Shareholder or any of their representations in connection with the transactions contemplated hereby, contains or will contain any untrue statement statements of a material fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements contained herein or there not misleading or necessary in order to provide fully and fairly the information required to be provided in any such document, list, certificate, or other writing.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Tabatha Iv Inc)

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