Common use of Disclosure Clause in Contracts

Disclosure. No representation or warranty by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter SEC Reports or any certificate or other document delivered in connection herewith, furnished or to be furnished to the Purchasers pursuant to this Agreement contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or any document other document, certificate or other instrument delivered in connection herewithor to be delivered by or on behalf of the Company pursuant to this Agreement, 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 herein or therein not misleading.

Disclosure. No representation or warranty made by the Company in this Agreement and no statement of the Company contained in the Schedules hereto or in any certificate delivered by the Company pursuant to this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains any untrue statement of a material fact or omits to state any material fact necessarynecessary to make the statements herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading; it being hereby agreed and understood that for purposes of this Section 3.1(w) the term "material" shall be measured by reference to the Company and its Subsidiaries, considered as an entirety.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Agreement contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No Neither the Company Financial Statements nor any representation or warranty contained herein, nor any information delivered or to be delivered by the Company contained in pursuant to this Agreement, including any statement contained in the Company Disclosure Letter contains or any document delivered in connection herewith, contains shall contain any untrue statement of a material fact or omits omit to state any material fact necessaryrequired to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including Agreement and no statement in the Company's disclosure schedules contains any statement contained in the Company Disclosure Letter which is false or misleading with respect to any document delivered in connection herewith, contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary to make the statements herein or therein, in light of the circumstances under in which it was they were made, in order to make the statements herein not false or misleading.

Disclosure. No representation representation, warranty or warranty statement made by the Company contained in this Agreement, including the Registration Agreement or any agreement, certificate, statement contained in or document furnished by or on behalf of the Company Disclosure Letter or any document delivered in connection herewith, herewith or therewith contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or any document other document, certificate or other instrument delivered in connection herewithto or to be delivered by or on behalf of the Company pursuant to this Agreement, 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 herein or therein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule, or any document other document, certificate or other instrument delivered in connection herewithor to be delivered by or on behalf of the Company pursuant to this Agreement, 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 herein or therein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule, certificate or any document other instrument delivered in connection herewithor to be delivered by or on behalf of the Company pursuant to this Agreement, 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 herein or therein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedules or any document other document, certificate or other instrument delivered in connection herewithto or to be delivered by or on behalf of the Company pursuant to this Agreement, 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 herein or therein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including Agreement or in any statement contained in or certificate signed by any officer of the Company Disclosure Letter furnished or any document delivered in connection herewith, to be furnished to the Purchaser pursuant to this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessaryrequired to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which it was they are made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or any document other document, certificate or other instrument delivered in connection herewithor to be delivered by or on behalf of the Company pursuant to this Agreement, 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 herein or therein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Closing Document contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter or any certificate or document delivered in connection herewithby the Company to Parent pursuant to this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary, necessary to make the statements herein or therein not misleading when taken together in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the any document, certificate or other instrument delivered or to be delivered by or on behalf of the Company Disclosure Letter or any document delivered in connection herewithpursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits omit 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 herein or therein not misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreement, including Agreement or any statement contained in section of the Company Disclosure Letter or any document delivered in connection herewith, Schedule contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order necessary to make the statements contained herein or therein not misleading.

Disclosure. No representation or warranty by the Company or the Company Subsidiaries contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewithSchedules attached hereto, taken as a whole, contains any untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, in order necessary to make the statements contained herein and therein not misleading.

Disclosure. No representation or warranty by the Company contained or the Stockholders in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewithSchedule, contains any untrue statement of a material fact or omits to state any material fact necessary, necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which it was such statements were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains any untrue statement of omits to state a material fact necessary to make the statements herein or omits to state any material fact necessarytherein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty by statement of the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewithother agreement contemplated by this Agreement, or any certificate, schedule, annex or other writing furnished to the Buyer by the Company, contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary to make the statement contained herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Agreement contains any untrue statement of a material fact or or, to the Company’s knowledge, omits to state any a material fact necessary, necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including Agreement or in any statement contained in certificate to be furnished by or on behalf of the Company Disclosure Letter pursuant hereto contains or any document delivered in connection herewith, contains will contain any untrue statement of a material fact or omits or will omit to state any a material fact necessarynecessary to make the statements contained herein or therein, in light of the circumstances under which it was they were made, in order not misleading with respect to make the statements herein not misleading.Retained Business as a whole or the transactions contemplated by this Agreement. (x)

Disclosure. No representation or warranty by the Company contained in this AgreementAgreement or any other Transaction Document, including any and no statement contained in the Company Disclosure Letter Schedule or in any document delivered in connection herewithcertificate, list or other writing furnished by the Company pursuant to this Agreement, contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary to make the statements contained herein or therein, in the light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains any Agreement constitutes an untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty or other statement made by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter Schedules, or any document certificate delivered in connection herewith, with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary to make them, in light of the circumstances under in which it was made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty statement by the Company contained in this Agreement, including Agreement or in any written statement contained in or certificate required by this Agreement to be furnished to the Company Disclosure Letter Purchasers or any document delivered in connection herewith, their counsel pursuant to this Agreement contains or will contain any untrue statement of a material fact or omits to state any a material fact necessarynecessary to make the statements made herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No To the Knowledge of the Company, no representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter or any document other document, certificate or other instrument delivered in connection herewithor to be delivered by or on behalf of the Company pursuant to this Agreement, 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 herein or therein not misleading.

Disclosure. No representation or warranty made by the Company contained Contributor in this Agreement, including any Agreement and no statement contained in the Disclosure Schedules to this Agreement or in any certificate or other document provided by Contributor to Company Disclosure Letter or any document delivered in connection herewith, with this Agreement and the transactions contemplated hereby contains any untrue statement of a material fact fact, or omits to state any a material fact necessarynecessary to make the statements contained therein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the of Company contained in this Agreement, including Agreement or in any statement contained certificate or instrument delivered by Company in accordance with the Company Disclosure Letter or any document delivered in connection herewith, terms hereof contains any untrue statement of a material fact or omits to state any statement of a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter or any document delivered in connection herewithSchedule, contains any untrue statement of taken as a whole, omits to state a material fact necessary to make the statements herein or omits to state any material fact necessarytherein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this AgreementAgreement or any other Loan Document, including in any statement contained schedule to this Agreement or any other Loan Document, or in the Company Disclosure Letter or any document delivered in connection herewithNote, contains or will contain any untrue statement of a material fact or omits or will omit to state any a material fact necessary, in light of the circumstances under which it was made, in order required to be stated herein or therein or necessary to make the statements contained herein or therein not false or misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter SEC Reports or any certificate or other document delivered in connection herewith, furnished or to be furnished to the Purchaser pursuant to this Agreement contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any Agreement and no statement contained in any certificate delivered by the Company Disclosure Letter to Acquisition or any document delivered in connection herewith, Parent pursuant to this Agreement contains any untrue statement of a material fact or omits to state any a material fact necessary, necessary to make the statements contained herein or therein not misleading when taken together in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company or any Company Stockholder contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or any document other document, certificate or other instrument delivered in connection herewithto or to be delivered by or on behalf of the Company or any Company Stockholder pursuant to this Agreement, 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 herein or therein not misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreement, including any Agreement and no statement contained in any certificate, list, exhibit or other instrument specified or referred to in this Agreement, including, without limitation, the Company Disclosure Letter or any document delivered in connection herewithSchedules, contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary to make the statements contained herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains any untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading.

Disclosure. No representation representation, warranty or warranty covenant made by the Company contained in this Agreement, including any statement contained Agreement or in the Company Disclosure Letter or any document delivered in connection herewith, contains any an untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, in order required to be stated herein or therein or necessary to make the statements contained herein or therein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including and no information in any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Schedule to this Agreement contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein information contained therein not misleading.

Disclosure. No representation representation, warranty or warranty statement made in this Warrant, any Financing Agreement, or any agreement, certificate, statement or document furnished by or on behalf of the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, herewith or therewith contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company or Sub contained in this Agreement (including the Disclosure Schedules and the exhibits referred to in this Agreement, including any statement contained in the Company Disclosure Letter ) contains or any document delivered in connection herewith, contains will contain any untrue statement of a material fact fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was made, in order required to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty statement by the Company contained in this Agreement, including or in any written statement contained in or certificate furnished to the Company Disclosure Letter Investors pursuant to this Agreement or any document delivered in connection herewiththe transactions contemplated hereby, contains any untrue statement of a material fact or or, when taken together, omits to state any a material fact necessarynecessary to make the statements made herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained or the Company Subsidiaries in this Agreement, including any the Company Disclosure Letter, and no statement contained in the Company Disclosure Letter SEC Reports and the Company Statutory Financial Statements contains or any document delivered in connection herewith, contains 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 made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any statement contained in Agreement and no certificate furnished or to be furnished to the Company Disclosure Letter or any document delivered in connection herewith, Investor at the Closing contains any untrue statement of a material fact or or, to the Company’s knowledge, omits to state any a material fact necessary, necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including Agreement or in any statement contained in the Company Disclosure Letter certificate furnished pursuant to this Agreement nor any information furnished pursuant to Section 6.3 or any document delivered in connection herewith, other section of this Agreement contains or will contain any untrue statement of a material fact 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 herein or therein not misleading.

Disclosure. No representation representation, warranty or warranty statement by the Company contained in this Agreement, including or in any written statement contained in or certificate furnished to the Company Disclosure Letter or any document delivered in connection herewithInvestors pursuant to this Agreement, contains any untrue statement of a material fact or or, when taken together, omits to state any a material fact necessarynecessary to make the statements made herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading. However, as to any projections furnished to the Investors, such projections were prepared in good faith by the Company, but the Company makes no representation or warranty that it will be able to achieve such projections.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter or any document delivered in connection herewithSchedule, contains any untrue statement of a material fact or omits 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 herein or therein, when read together in their entirety, not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Agreement contains any untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, necessary in order to make the statements contained herein or therein not misleadingmisleading or omits to state a material fact necessary in order to provide Investor with full and proper information as to the business, financial condition, assets, liabilities, and results of operation of the Company and the value of the properties or the ownership of the Company.

Disclosure. No representation or warranty made by the Company Acquiror or its Subsidiaries contained in this Agreement, including any and no statement contained in the Acquiror Disclosure Schedules or in any certificate furnished to Company Disclosure Letter or pursuant to any document delivered in connection herewith, provision of this Agreement contains any untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty statements by the Company contained in this Agreement, including its exhibits and schedules, or any statement contained in of the certificates or documents, required to be delivered by the Company Disclosure Letter or any document delivered in connection herewith, contains to the Investors under this Agreement contain any untrue statement of a material fact or omits (when read together with all such other statements) to state any a material fact necessary, necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No To the Company's knowledge, no representation or warranty by the Company or the Company Subsidiaries contained in or made in any certificate delivered pursuant to this Agreement, including any statement contained in the Company Disclosure Letter Agreement contains or any document delivered in connection herewith, contains 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 made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreement, including any statement contained Agreement or in the Company Disclosure Letter or any document delivered in connection herewith, contains any an untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, in order required to be stated herein or therein or necessary to make the statements contained herein or therein not misleading.. The representations and warranties of the Company contained herein, disregarding all qualifications and exemptions contained therein relating to materiality or a Company Material Adverse Effect, are true

Disclosure. No To the Knowledge of the Company, no representation or warranty made by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Agreement contains any an untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, in order required to be stated herein or therein or necessary to make the statements contained herein or therein not misleading.

Disclosure. No representation or warranty or other statement made by the Company contained or any of the Company Representatives in this Agreement, including any statement contained in the Company Disclosure Letter Letter, the certificates delivered pursuant to this Agreement or any document delivered in connection herewith, the Company Ancillary Agreements contains any untrue statement of a material fact or omits to state any material fact necessarynecessary in order to make the statements contained herein and therein, in light of the circumstances under which it was such statements were made, in order to make the statements herein not misleading. The Company has made available true, correct, complete and, where applicable, executed copies of each document that is listed in the Company Disclosure Letter.

Disclosure. No representation or warranty made by the Company contained in this Agreement, including Agreement or in any statement contained in the Company Disclosure Letter Schedule annexed hereto contains or any document delivered in connection herewith, contains will contain any untrue statement of a material fact fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was made, in order required to make the statements herein or therein contained not misleading.

Disclosure. No representation representation, warranty or warranty statement made by the Company contained Target and/or the Sellers in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewithfurnished or to be furnished to the Company pursuant to this Agreement, contains or will contain any untrue statement of a material fact fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was made, in order necessary to make the statements contained herein not misleading.

Disclosure. No representation or warranty by the of Company contained in this Agreement, including nor any statement contained in statement, certificate or other document furnished or to be furnished by Company pursuant hereto, nor the Company Disclosure Letter or any document delivered in connection herewithexhibits and schedules hereto, contains any untrue statement of a material fact fact, or omits to state any a material fact necessaryrequired to be stated therein or necessary to make the statements therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by of the Company contained set forth in this AgreementAgreement contains, including any statement contained in or will contain as of the Company Disclosure Letter or any document delivered in connection herewithClosing Date, contains any untrue statement of a material fact or or, to the knowledge of the Company, omits to state any a material fact necessary, in light of the circumstances under which it was made, necessary in order to make the statements contained herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter Schedule or any document delivered in connection herewith, Closing Document contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty statement made by the Company contained in this AgreementAgreement or any agreement, certificate, statement or document furnished by or on behalf of the Company in connection herewith or therewith, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Offering Memorandum (as defined below) contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or any document other agreement or certificate delivered in connection herewithor to be delivered by or on behalf of the Company pursuant to the express terms of this Agreement, 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 herein or therein not misleading.

Disclosure. No representation representation, warranty or warranty by the Company contained statement made in this Agreement, including any Related Agreement, or any agreement, certificate, statement contained in or document furnished by or on behalf of the Company Disclosure Letter or any document delivered of its Subsidiaries in connection herewith, herewith or therewith contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No To the Knowledge of the Company, no representation or warranty by the Company contained set forth in this Agreement, including any statement contained Agreement (taking into account the information provided in the Company Disclosure Letter or any document delivered in connection herewith, Schedule) contains any untrue statement of a material Material fact or omits to state any material Material fact necessarynecessary in order to make such representations and warranties, in light of the circumstances under which it was they are made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, Agreement (including any statement contained in the Company Disclosure Letter Letter) contains or any document delivered in connection herewith, contains 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 made, in order to make the statements herein or therein, taken as a whole, not misleadingmisleading in any material respect. There is no fact known to the Company which would reasonably be expected to have a Company Material Adverse Effect which has not been set forth in the Company SEC Filings or in this Agreement (including the Company Disclosure Letter).

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Agreement contains any untrue statement of a material fact or omits to state any a material fact necessary, necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreementany of the Transaction Documents, including or in any statement contained in exhibit, schedule or other document delivered by the Company Disclosure Letter pursuant thereto or any document delivered in connection herewithwith the transactions contemplated thereby, contains or will contain any untrue statement of a material fact fact, or omits or will omit to state any a material fact necessary, necessary to make the statements contained therein not misleading in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty covenant made by the Company contained or Signal in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Exhibit attached hereto contains any an untrue statement of a material fact. Except as set forth herein or in the Company Disclosure Letter, neither the Company nor Signal know of any fact or omits circumstance which is reasonably likely to state any have a material fact necessaryadverse effect on the assets, in light liabilities, results of operations, financial condition, business or prospects of the circumstances under which it was made, in order to make the statements herein not misleadingCompany.

Disclosure. No representation or warranty by the Company contained or the Members, as applicable, in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewithSchedule, contains any untrue statement of a material fact or omits to state any material fact necessary, necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which it was such statements were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty or other statement made by Shareholder or the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains any untrue statement of Agreement omits to state a material fact or omits necessary to state make any material fact necessaryof them, in light of the circumstances under in which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreement, Agreement (including any statement contained the information and material provided in or pursuant to the Company Disclosure Letter or any document delivered in connection herewith, Letter) contains any an untrue statement of a material fact or omits to state any a material fact necessarynecessary to make the statements contained herein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company or the Merger Sub contained in this Agreement, including any statement contained in the Company Disclosure Letter Letter, or any document delivered in connection herewith, Closing Document contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains any material untrue statement of a material fact or omits to state any a material fact necessarynecessary to make the statements herein or therein, in light of the circumstances under in which it was madethey were made and when such documents are read together in their entirety, in order to make the statements herein not misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreement, including any statement contained Agreement or in the Company Disclosure Letter or any document delivered in connection herewith, contains any an untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, in order required to make the statements be stated herein not misleading.or

Disclosure. No representation None of the representations or warranty by warranties of the Company or the Shareholders contained in this AgreementAgreement or the Schedules and Exhibits hereto, including or in any statement contained in the Company Disclosure Letter certificate furnished or any document delivered in connection herewithto be furnished pursuant hereto, contains any untrue statement of a material fact that was untrue when made or omits to state any material fact necessary, in light of the circumstances under which it was made, in order necessary to make the statements of fact contained herein or therein not misleadingmisleading in any material respect.

Disclosure. No representation representation, warranty or warranty by the Company contained statement made in this Agreement, including any Related Agreement, or any agreement, certificate, schedule, statement contained in or document furnished by or on behalf of the Company Disclosure Letter or any document delivered in connection herewith, herewith or therewith contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter Agreement or any document delivered in connection herewith, Schedule or Exhibit hereto contains 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 made, is necessary in order to make the statements contained herein or therein, not misleadingmisleading in light of the circumstances in which they were made. There is no fact known to the Company relating to the business, affairs, operations, condition or prospects of the Company which materially adversely affects the same and which has not been disclosed to News Corp by the Company.

Disclosure. No representation or warranty made by the Company contained in this Agreement, including Agreement or in its SEC Filings or in any statement contained in the Company Disclosure Letter writing furnished or any document delivered to be furnished pursuant to or in connection herewith, with this Agreement knowingly contains or will contain any untrue statement of a material fact fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was made, in order required to make the statements herein or therein contained not misleading.

Disclosure. No representation representation, warranty or warranty statement made by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Agreement contains any untrue statement of a material fact fact, or omits to state any a material fact necessaryrequired to be stated herein or necessary to make the statements contained herein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading. All representations and warranties as to the Company shall be deemed to include the Company and all of its Affiliates.

Disclosure. No representation or warranty by the Company contained in this Agreement, including the Transaction Agreements or in any statement contained in or certificate signed by any officer of the Company Disclosure Letter furnished or any document delivered in connection herewith, to be furnished to the Purchaser pursuant to this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessaryrequired to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which it was they are made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter Schedule or any document delivered in connection herewith, Closing Document contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty statement made by the Company contained or any Subsidiary in this AgreementAgreement or the Related Agreements, including or in any agreement, certificate, statement contained in the Company Disclosure Letter or any document required to be delivered in connection herewithpursuant hereto, contains any untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, necessary in order to make the statements herein contained in this Agreement or the Related Agreements or in such other agreement, certificate, statement or document not misleadingmisleading in light of the circumstances in which they were made.

Disclosure. No representation representation, warranty, or warranty by the Company contained statement made in this Agreement, including the other Financing Agreements, any statement contained in Related Agreement, or any agreement, instrument, certificate, statement, or document furnished by or on behalf of the Company Disclosure Letter or any document delivered in connection herewith, herewith or therewith contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation None of the representations or warranty warranties made by the Company contained in this Agreement, including any statement contained herein or in the Company Disclosure Letter Schedule or in any document delivered in connection herewithcertificate furnished by the Company pursuant to this Agreement, contains any untrue statement of a material fact fact, or omits to state any material fact necessarynecessary in order to make the statements contained herein or therein, in the light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreement, including nor any statement contained document, written information, financial statement, certificate, or exhibit prepared and furnished or to be prepared and furnished by Company or its Representatives under this Agreement, when read together in the Company Disclosure Letter or any document delivered in connection herewiththeir entirety, contains any untrue statement of a material fact fact, or omits to state any a material fact necessarynecessary to make the statements or facts contained herein or therein not misleading, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter or any document delivered in connection herewithSchedule, contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary to make the statement contained herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation None of the representations or warranty warranties made by the Company contained in this Agreement, including any statement contained herein or in the Company Disclosure Letter Schedule or any document delivered in connection herewithexhibit hereto, contains and no certificate furnished by the Company pursuant to this Agreement contain, any untrue statement of a material fact fact, or omits to state any material fact necessarynecessary in order to make the statements contained herein or therein, in the light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or any document delivered in connection herewithAncillary Agreement, 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 herein or therein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter SEC Reports or any certificate or other document delivered in connection herewith, furnished or to be furnished to the Warrantholders pursuant to this Agreement contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty covenant made by the Company contained in this Agreement, including any statement contained in Exhibits or the Company Disclosure Letter or any document delivered in connection herewith, contains any an untrue statement of a material fact or omits to state any a material fact necessaryrequired to be stated herein or therein or necessary to make the statements contained herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty statement made in this ---------- Warrant or Credit Agreement, or any other agreement, certificate, instrument, statement or document furnished by or on behalf of the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, herewith or therewith contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty statement made by the Company contained in this Agreement, including any statement contained or in the Company Disclosure Letter schedules or any document delivered in connection herewithexhibits attached hereto, contains or will contain any untrue statement of a material fact fact, or omits or will omit to state any material a fact necessaryrequired to be stated herein or therein or necessary to make the statements contained herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by ---------- the Company contained in this Agreement, including any Agreement and no statement contained in any certificate delivered by the Company Disclosure Letter to Acquisition or any document delivered in connection herewith, Parent pursuant to this Agreement contains any untrue statement of a material fact or omits to state any a material fact necessary, necessary to make the statements contained herein or therein not misleading when taken together in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty statement by the Company contained in this Agreement or in any statement or certificate furnished or to be furnished to the Purchaser pursuant to this Agreement, including any statement contained in the Company Disclosure Letter when taken together, contains, or any document delivered in connection herewith, contains will contain any untrue statement of a material fact fact, or be misleading, or, when taken together, omits or will omit to state any a material fact necessarynecessary to make the statements made herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by of the Company contained in herein contains as of the date of this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains Agreement any untrue statement of a material fact or omits to state any a material fact necessary, necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty None of the representations and warranties by Company in this Agreement and no statement on the part of Company contained in this Agreement, including any statement contained in the Company Disclosure Letter contains or any document delivered in connection herewith, contains will contain as to the applicable representation and warranty any untrue statement of a material fact or omits or will omit to state any material fact necessarynecessary in order to make any of the statements herein or therein, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or in any document delivered in connection herewithcertificate, list or other writing furnished to Buyer pursuant to any provision of this Agreement contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or any document other document, certificate or other instrument delivered in connection herewithto or to be delivered by or on behalf of the Company pursuant to this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or any document other document, certificate or other instrument delivered in connection herewithto or to be delivered by or on behalf of the Company pursuant to this Agreement, 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 herein or therein not misleading.

Disclosure. No representation or warranty by of the Company ---------- contained in this AgreementAgreement or in any written certificate furnished or to be furnished to Lockheed Xxxxxx pursuant hereto or thereby, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewithwhen read together, contains any untrue statement of a material fact or omits to state any a material fact necessary, necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.