Common use of Disclosure; Survival Clause in Contracts

Disclosure; Survival. This Agreement, the Financial Statements, schedules provided in connection with this Agreement and the Offering Memorandum, taken as a whole, do not contain any untrue statement of material fact, fairly represent the business, properties, assets, and condition, financial or otherwise, of the Company in all material respects, and do not fail to state a material fact necessary in order to make the statements contained therein and herein, when taken as a whole, not misleading. There is no fact which has not been disclosed to the Purchasers of which the Company is aware and which materially adversely affects or could reasonably be anticipated to materially adversely effect the business, financial condition, operating results, earnings, assets, customary, supplier, Employee or sales representative relations or business prospects of the Company. All representations, warranties, covenants and agreements set forth in this Agreement or in any writing or certificate delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and shall not be affected by any examination made for or on behalf of any Purchaser, the knowledge of any Purchaser, or the acceptance by any Purchaser of any certificate or opinion.

Disclosure; Survival. This Agreement, the Financial Statements, schedules Statements and the -------------------- Schedules provided in connection with this Agreement and the Offering MemorandumAgreement, taken as a whole, do not contain any untrue statement of material fact, fairly represent the business, properties, assets, and condition, financial or otherwise, of the Company in all material respects, and do not knowingly fail to state a material fact necessary in order to make the statements contained therein and herein, when taken as a whole, not misleading. There is no fact which has not been disclosed to the Purchasers of which the Company is aware has Knowledge and which materially adversely affects constitutes a Material Adverse Change or could reasonably be anticipated to materially adversely effect the business, financial condition, operating results, earnings, assets, customary, supplier, Employee or sales representative relations or business prospects of the Companycause a Material Adverse Change. All representations, warranties, covenants and agreements set forth in this Agreement or in any writing or certificate delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (subject to the limitations of Section 6.6(c)) and shall not be affected by any examination made for or on behalf of any Purchaser, the knowledge of any Purchaser, or the acceptance by any Purchaser of any certificate or opinion.

Disclosure; Survival. This Agreement, the Financial Statements, -------------------- schedules provided in connection with this Agreement and the Offering Memorandum, taken as a whole, do not contain any untrue statement of material fact, fairly represent the business, properties, assets, and condition, financial or otherwise, of the Company in all material respects, and do not fail to state a material fact necessary in order to make the statements contained therein and herein, when taken as a whole, not misleading. There is no fact which has not been disclosed to the Purchasers of which the Company is aware and which materially adversely affects or could reasonably be anticipated to materially adversely effect affect the business, financial condition, operating results, earnings, assets, customarycustomer, supplier, Employee or sales representative relations or business prospects of the Company. All representations, warranties, covenants and agreements set forth in this Agreement or in any writing or certificate delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and shall not be affected by any examination made for or on behalf of any Purchaser, the knowledge of any Purchaser, or the acceptance by any Purchaser of any certificate or opinion.