Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 109 contracts
Samples: Stock Purchase Agreement (Nature's Miracle Holding Inc.), Membership Interest Purchase Agreement (TOYO Co., LTD), Asset Purchase Agreement (Safe & Green Development Corp)
Full Disclosure. No representation or warranty made by Seller Buyer in this Agreement and no statement contained or in the Disclosure Schedules to this Agreement or any certificate certificate, document, or other document instrument furnished or to be furnished to by Buyer pursuant to this Agreement hereto contains or will contain any untrue statement of a material fact, or omits or will omit to state a any material fact necessary and required to make the statements contained therein, in light of the circumstances in which they are made, any statement made herein or therein not misleading.
Appears in 22 contracts
Samples: Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (Paxson Communications Corp)
Full Disclosure. No representation or warranty made by Seller in this Agreement and no statement contained or in the Disclosure Schedules to this Agreement or any certificate certificate, document, or other document instrument furnished or to be furnished to Buyer by Seller pursuant to this Agreement hereto contains or will contain any untrue statement of a material fact, or omits or will omit to state a any material fact necessary and required to make the statements contained therein, in light of the circumstances in which they are made, any statement made herein or therein not misleading.
Appears in 16 contracts
Samples: Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (Paxson Communications Corp)
Full Disclosure. No representation or warranty by Seller Sellers in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 13 contracts
Samples: Membership Interest Purchase Agreement (1606 Corp.), Membership Interest Purchase Agreement (1606 Corp.), Asset Purchase Agreement (Cadiz Inc)
Full Disclosure. No representation or warranty by Seller the Vendor in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer the Purchaser pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 13 contracts
Samples: Asset Purchase Agreement (Enertopia Corp.), Asset Purchase Agreement (Dynamic Innovative Solutions LTD), Asset Purchase and Joint Venture Agreement (Privacy & Value Inc.)
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 11 contracts
Samples: Asset Purchase Agreement (Code Chain New Continent LTD), Asset Purchase Agreement (Code Chain New Continent LTD), Asset Purchase Agreement (Code Chain New Continent LTD)
Full Disclosure. No representation or warranty by Seller the Company in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 10 contracts
Samples: Option Agreement, Merger Agreement (Tenax Therapeutics, Inc.), Stock Purchase Agreement (MedMen Enterprises, Inc.)
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, fact or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 10 contracts
Samples: Asset Purchase Agreement (SilverSun Technologies, Inc.), Asset Purchase Agreement (Go Green Global Technologies Corp.), Asset Purchase Agreement (SilverSun Technologies, Inc.)
Full Disclosure. No representation or warranty by any Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 8 contracts
Samples: Membership Interest Purchase Agreement (Aaon, Inc.), Stock Purchase Agreement (Solitron Devices Inc), Membership Interest Purchase Agreement (Aaon, Inc.)
Full Disclosure. No representation or warranty by of the Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate agreement, document or other document furnished scheduled executed or to be furnished to Buyer pursuant to delivered in connection with this Agreement contains any untrue statement of a material fact, fact or omits to state a any material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not makes any such representation or warranty misleading.
Appears in 8 contracts
Samples: Share Purchase Agreement (Star Alliance International Corp.), Acquisition Agreement (Integrated Cannabis Solutions, Inc.), Acquisition Agreement (Integrated Cannabis Solutions, Inc.)
Full Disclosure. No representation or warranty by Seller Buyer contained in --------------- this Agreement and no statement contained in (including the Disclosure Schedules to this Agreement hereto) or in any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a any material fact necessary to make the statements contained thereinnecessary, in light of the circumstances in under which they are it was or will be made, in order to make the statements herein or therein not misleading.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Nm Licensing LLC), Asset Purchase Agreement (Nm Licensing LLC), Asset Purchase Agreement (Nm Licensing LLC)
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules or any Schedule or Exhibit to this Agreement Agreement, or any statement, list, document or certificate or other document furnished or to be furnished to Buyer by Seller pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact required to be stated therein or necessary to make the statements contained therein, therein not misleading or necessary in light order to provide a prospective purchaser of the circumstances in which they are made, not misleadingAssets and CATV Systems with complete and proper information as to such assets and business.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Northland Cable Properties Four LTD Partnership), Asset Purchase Agreement (Northland Cable Properties Five LTD Partnership), Asset Purchase Agreement (Northland Cable Properties Seven Limited Partnership)
Full Disclosure. No representation or warranty None of the representations and warranties made by Seller in this Agreement and no statement contained Agreement, or made in the Disclosure Schedules to this Agreement or any certificate or other document memorandum furnished or to be furnished to Buyer pursuant to this Agreement by Seller, contains or will contain any untrue statement of a material fact, or omits to state a material fact fact, necessary to make the statements contained therein, made not misleading. All representations and warranties of Seller included in light this Agreement and in any written statements delivered to Buyer under this Agreement will be true and correct as of the circumstances in which they are made, not misleadingClosing Date as if made on that date.
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Modern Medical Modalities Corp), Agreement for Purchase and Sale of Stock (Modern Medical Modalities Corp), Purchase and Sale of Stock Agreement (Modern Medical Modalities Corp)
Full Disclosure. No representation or warranty by Seller contained in --------------- this Agreement and no statement contained (including the schedules hereto), or in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a any material fact necessary to make the statements contained thereinnecessary, in light of the circumstances in under which they are it was or will be made, in order to make the statements herein or therein made not misleading.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Nm Licensing LLC), Asset Purchase Agreement (Nm Licensing LLC), Asset Purchase Agreement (Nm Licensing LLC)
Full Disclosure. No representation or warranty by Seller Buyer in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, fact or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Nukkleus Inc.), Asset Purchase Agreement (VDC Corp LTD), Asset Purchase Agreement (VDC Corp LTD)
Full Disclosure. No representation or warranty by Seller Buyer contained in this Agreement and no statement contained in (including the Disclosure Schedules to this Agreement hereto) or in any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a any material fact necessary to make the statements contained thereinnecessary, in light of the circumstances in under which they are it was or will be made, in order to make the statements herein or therein not misleading.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Chancellor Media Corp of Los Angeles), Asset Purchase Agreement (Chancellor Media Corp of Los Angeles), Stock Purchase Agreement (Ml Media Partners Lp)
Full Disclosure. No representation or warranty by Seller of the Buyer in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate agreement, document or other document furnished scheduled executed or to be furnished to Buyer pursuant to delivered in connection with this Agreement contains any untrue statement of a material fact, fact or omits to state a any material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not makes any such representation or warranty misleading.
Appears in 5 contracts
Samples: Share Purchase Agreement (Star Alliance International Corp.), Acquisition Agreement (Integrated Cannabis Solutions, Inc.), Acquisition Agreement (Integrated Cannabis Solutions, Inc.)
Full Disclosure. No To the best knowledge of the Seller, no representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Healing Co Inc.), Asset Purchase Agreement (Stran & Company, Inc.), Credit Agreement (Healing Co Inc.)
Full Disclosure. No representation representation, warranty, covenant or warranty agreement made by the Seller in this Agreement and no statement contained or in the Disclosure Schedules to this Agreement or any certificate statement, certificate, instrument or other document or item furnished or delivered or to be furnished or delivered to the Buyer pursuant to this Agreement or in connection with the transactions covered by this Agreement contains or will contain any untrue false or misleading statement of a material fact, or omits to state a omit any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances in which they are made, therein not false or misleading.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Janus Resources, Inc.), Asset Purchase Agreement (Janus Resources, Inc.), Asset Purchase Agreement (Janus Resources, Inc.)
Full Disclosure. No To the best knowledge of the Buyer, no representation or warranty by Seller Buyer in this Agreement and no statement contained in the Disclosure Schedules any schedule to this Agreement or any certificate or other document furnished or to be furnished to Buyer the Seller or the Stockholders pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Healing Co Inc.), Credit Agreement (Healing Co Inc.), Asset Purchase Agreement (1847 Goedeker Inc.)
Full Disclosure. No representation or warranty of the Seller contained in this Agreement, the Seller Disclosure Schedule or in any agreement, document or certificate delivered by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer Acquiror pursuant to this Agreement (a) contains or at the Closing will contain any untrue statement of a material fact, fact or (b) omits or at the Closing will omit to state a material fact necessary to make the statements contained herein or therein, as applicable, in light of the circumstances in under which they are such statements were or will be made, not misleading.
Appears in 4 contracts
Samples: Merger Agreement (Renasant Corp), Merger Agreement (Peoples Holding Co), Merger Agreement (Heritage Financial Holding)
Full Disclosure. No representation Neither the representations or warranty warranties made by Seller in this Agreement and no statement contained or in the Disclosure Schedules to this Agreement or any certificate Schedule hereto, nor any certificate, report, statement, memorandum or other document furnished or required to be furnished to Buyer pursuant to this Agreement hereto contains any untrue statement of a material factfact or, or omits to state a material fact necessary in order to make the statements contained therein, therein or herein not misleading in light of the circumstances in which they are were made, not misleading.
Appears in 4 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Vesta Insurance Group Inc), Stock and Asset Purchase Agreement (Standard Management Corp)
Full Disclosure. No representation or warranty by of Seller in this Agreement and no Agreement, nor any statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer Purchaser pursuant to this Agreement Agreement, or in connection with the transactions contemplated by this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, herein or therein not misleading.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Media 100 Inc), Asset Purchase Agreement (Pinnacle Systems Inc), Asset Purchase Agreement (Winstar Communications Inc)
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Schedules, the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Eightco Holdings Inc.), Asset Contribution Agreement (Vinco Ventures, Inc.), Asset Purchase Agreement (Global Technologies LTD)
Full Disclosure. No representation or warranty by of Seller in this Agreement (including the Schedules attached hereto) and no statement of Seller contained in the Disclosure Schedules to any document or certificate contemplated by this Agreement Agreement, considered as a whole with all other representations, warranties and statements, contains or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary to make the statements contained thereinnecessary, in light of the circumstances in under which they are it was made, in order to make the statements herein or therein not misleading.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Elite Pharmaceuticals Inc /Nv/), Asset Purchase Agreement (Elite Pharmaceuticals Inc /Nv/), Asset Purchase Agreement (Elite Pharmaceuticals Inc /Nv/)
Full Disclosure. No representation or warranty by Seller --------------- contained in this Agreement and no statement contained in (including the Disclosure Schedules to this Agreement hereto) or in any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a any material fact necessary to make the statements contained thereinnecessary, in light of the circumstances in under which they are it was or will be made, in order to make the statements herein or therein not misleading.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Nm Licensing LLC), Asset Purchase Agreement (Nm Licensing LLC), Asset Purchase Agreement (Nm Licensing LLC)
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the any Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant Schedule to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 4 contracts
Samples: Asset Purchase Agreement (VDC Corp LTD), Asset Purchase Agreement (VDC Corp LTD), Asset Purchase Agreement (VDC Corp LTD)
Full Disclosure. No To the best of Seller’s knowledge, no representation or warranty by of Seller contained in this Agreement and no statement contained or in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement Schedule contains any untrue statement of a material fact, fact or omits to state a material fact required to be stated therein or necessary to make the statements contained thereinmade, in light of the circumstances context in which they are made, not materially false or misleading.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Metalico Inc), Asset Purchase Agreement (Metalico Inc), Asset Purchase Agreement (Metalico Inc)
Full Disclosure. No representation or warranty by the Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement contains or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains will contain any untrue statement of a material fact, or omits or will omit to state a any material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, herein or therein not misleading.
Appears in 4 contracts
Samples: Share Purchase Agreement (Scor), Share Purchase Agreement (Patinex Ag), Share Purchase Agreement (Patinex Ag)
Full Disclosure. No representation or warranty by Seller Sellers in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer Buyers pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sebring Software, Inc.), Asset Purchase Agreement (Sebring Software, Inc.)
Full Disclosure. No representation or warranty by Seller or Parent in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 3 contracts
Samples: Asset Purchase Agreement (CUI Global, Inc.), Asset Purchase Agreement (Bel Fuse Inc /Nj), Asset Purchase Agreement (CUI Global, Inc.)
Full Disclosure. No representation or warranty by Seller the Buyer Parties in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer Seller pursuant to this Agreement contains any untrue statement of a material fact, fact or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.)
Full Disclosure. No representation or warranty statement by Seller contained in this Agreement and no statement contained in Agreement, or the Disclosure Schedules to this Agreement attached exhibits or schedules or any written statement or certificate or other document furnished or to be furnished to Buyer Purchaser pursuant to this Agreement or in connection with the transactions contemplated hereby when read together contains any untrue statement of a material fact, fact or omits to state a any material fact necessary to make the statements contained thereintherein or herein, in light view of the circumstances in under which they are were made, not misleading.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Evoke Pharma Inc), Asset Purchase Agreement (Evoke Pharma Inc), Asset Purchase Agreement (Evoke Pharma Inc)
Full Disclosure. No representation or warranty by Seller Sellers or the Company in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Information Analysis Inc), Share Purchase Agreement (Xenetic Biosciences, Inc.), Share Purchase Agreement (Xenetic Biosciences, Inc.)
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Grown Rogue International Inc.), Asset Purchase Agreement (NuZee, Inc.), Asset Purchase Agreement (Asure Software Inc)
Full Disclosure. No representation or warranty by Seller the Company or Sellers in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, fact or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Veroni Brands Corp.), Stock Purchase Agreement (Creatd, Inc.), Stock Purchase Agreement (Creatd, Inc.)
Full Disclosure. No representation or warranty by a Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 3 contracts
Samples: Stock Purchase Agreement (LZG International, Inc.), Asset Purchase Agreement (NewAge, Inc.), Asset Purchase Agreement (Super League Gaming, Inc.)
Full Disclosure. No representation or warranty by Seller contained in this Agreement Agreement, and no statement contained in the Disclosure Schedules to this Agreement any certificate, schedule or any certificate or other document furnished or to be exhibit furnished to Buyer pursuant to this Agreement by Seller in connection with the transactions contemplated hereby contains any untrue statement of a material fact, fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances in which they are made, herein or therein not misleading.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Cafepress Inc.), Asset Purchase Agreement (Cafepress Inc.)
Full Disclosure. No representation or warranty by the Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, fact or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.)
Full Disclosure. No representation or warranty by Seller Buyer in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer Seller pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Super League Gaming, Inc.), Asset Purchase Agreement (Trex Co Inc), Asset Purchase Agreement (TransBiotec, Inc.)
Full Disclosure. No representation or warranty by Seller the Purchaser contained in this Agreement or the other documents contemplated hereby and no statement contained in the Disclosure Schedules to this Agreement or any certificate document, certificate, or other document writing furnished or to be furnished by or on behalf of the Purchaser to Buyer the Seller, EnStructure, the Parent or any of its representatives pursuant to this Agreement the provisions hereof contains or will contain any untrue statement of a material fact, fact or omits omit or will omit to state a any material fact necessary to make the statements contained thereinnecessary, in light of the circumstances in under which they are it was made, in order to make the statements herein or therein not misleading.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Infrasource Services Inc), Asset Purchase Agreement (Infrasource Services Inc), Asset Purchase Agreement (Infrasource Services Inc)
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to or in connection with this Agreement contains any untrue statement of a material fact, or intentionally omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Trans Lux Corp), Asset Purchase Agreement (Trans Lux Corp)
Full Disclosure. No representation None of the representations or warranty warranties furnished by Seller in this Agreement Agreement, including the Schedules and no statement contained in the Disclosure Schedules Exhibits to this Agreement or and any certificate or other document or instrument furnished or to be furnished by Seller to Buyer pursuant to or in connection with this Agreement Agreement, contains or will contain any untrue statement of a material fact, or omits will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances in which they are made, herein or therein not misleading.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Sequiam Corp), Asset Purchase Agreement (Sequiam Corp), Asset Purchase Agreement (Sequiam Corp)
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 3 contracts
Samples: Asset Purchase Agreement (LandStar, Inc.), Asset Purchase Agreement (Starflick.com), Asset Purchase Agreement
Full Disclosure. No representation or warranty by Seller Buyer in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer Seller pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Home Bancshares Inc), Purchase Agreement (Foundation Healthcare, Inc.), Asset Purchase Agreement (Avant Diagnostics, Inc)
Full Disclosure. No representation or warranty None of the representations and warranties made by Seller Sellers in this Agreement and no statement contained (including the Schedules hereto) or in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished delivered to Buyer by or on behalf of any Seller pursuant to this Agreement Section 7.1, contains any untrue statement of a material fact, or omits to state a any material fact necessary to make the statements contained thereinany of them, in light of the circumstances in which they are it was made, not misleading.
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase Agreement (Stonemor Partners Lp), Asset Purchase Agreement (Stonemor Partners Lp)
Full Disclosure. No representation or warranty by the Owners and the Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement Schedule or any certificate or other document furnished or to be furnished to the Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Avalon GloboCare Corp.), Membership Interest Purchase Agreement (Avalon GloboCare Corp.)
Full Disclosure. No representation or warranty by Seller or the Members in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.), Membership Interest Purchase Agreement
Full Disclosure. No representation or warranty by Seller or Company in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Share Purchase Agreement (Elegance Brands, Inc.), Share Purchase Agreement (Elegance Brands, Inc.)
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant Schedule to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Helios & Matheson Analytics Inc.)
Full Disclosure. No representation or warranty by Seller Buyer and Merger Sub in this Agreement and no statement contained in the Buyer Disclosure Schedules Schedule to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Organogenesis Holdings Inc.)
Full Disclosure. No representation or warranty by Seller of Buyer contained in this Agreement, and none of the statements or information concerning Buyer contained in this Agreement and no statement contained in the Disclosure Schedules to this Agreement and Exhibits, contains or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains will contain any untrue statement of a material factfact nor will such representations, warranties, covenants or omits to state statements taken as a whole omit a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances in under which they are were made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Bad Toys Inc), Asset Purchase Agreement (Central Wireless Inc)
Full Disclosure. No representation or warranty by Seller Buyer in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer Seller pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Stock Purchase Agreement (R F Industries LTD), Share Purchase Agreement (Liberated Syndication Inc.)
Full Disclosure. No representation or warranty of the Seller contained in this Agreement, the Seller Disclosure Schedule or in any agreement, document or certificate delivered by Seller in this Agreement and no statement contained in the Disclosure Schedules or Seller Sub to this Agreement or any certificate or other document furnished or to be furnished to Buyer Acquiror pursuant to this Agreement (i) contains or at the Closing will contain any untrue statement of a material fact, fact or (ii) omits or at the Closing will omit to state a material fact necessary to make the statements contained herein or therein, as applicable, in light of the circumstances in under which they are such statements were or will be made, not misleading.
Appears in 2 contracts
Samples: Merger Agreement (Renasant Corp), Merger Agreement (First M&f Corp/MS)
Full Disclosure. No representation or warranty by Seller in this --------------- Agreement and no statement contained in the any Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant Schedule to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Portacom Wireless Inc/), Asset Purchase Agreement (Portacom Wireless Inc/)
Full Disclosure. No representation or warranty by the Company or by any Seller Party in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Stock Purchase Agreement (ProPhase Labs, Inc.), Stock Purchase Agreement (ProPhase Labs, Inc.)
Full Disclosure. No representation or warranty by a Seller in this Agreement and no statement contained in the Seller Disclosure Schedules to this Agreement Schedule or any certificate or other document furnished or to be furnished to Buyer Purchaser Representative or any of its Representatives pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Full Disclosure. No To Seller’s Knowledge, no representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Splash Beverage Group, Inc.), Stock Purchase Agreement (Synalloy Corp)
Full Disclosure. No representation or warranty made by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer Investor pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, herein or therein not misleading.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Access Health Alternatives Inc), Stock Purchase Agreement (Brun Luigi)
Full Disclosure. No To the best knowledge of the Buyer, no representation or warranty by Seller Buyer in this Agreement and no statement contained in the Disclosure Schedules any schedule to this Agreement or any certificate or other document furnished or to be furnished to Buyer the Seller or the Stockholder pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Stran & Company, Inc.), Asset Purchase Agreement (Stran & Company, Inc.)
Full Disclosure. No representation or warranty by Seller Buyer --------------- contained in this Agreement and no statement contained (including the Schedules hereto) or in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a any material fact necessary to make the statements contained thereinnecessary, in light of the circumstances in under which they are it was or will be made, in order to make the statements herein or therein not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nm Licensing LLC), Asset Purchase Agreement (Nm Licensing LLC)
Full Disclosure. No representation or warranty by Seller Vendor in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to Purchaser under this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Share Purchase Agreement (Flora Growth Corp.), Asset Purchase Agreement
Full Disclosure. No representation or warranty made by Seller the Sellers or the Company contained in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document schedule furnished or to be furnished by the Company or the Sellers to Buyer in, or pursuant to the provisions of, this Agreement Agreement, including without limitation the Seller Disclosure Schedule, contains or shall contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary to make the statements contained thereinnecessary, in the light of the circumstances in under which they are it was made, in order to make statements herein or therein not misleading.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Registry Inc), Stock Purchase Agreement (Zefer Corp)
Full Disclosure. No representation or warranty by Seller --------------- contained in this Agreement and no statement contained (including the Schedules hereto) or in the Seller's Disclosure Schedules to this Agreement Letter or in any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a any material fact necessary to make the statements contained thereinnecessary, in light of the circumstances in under which they are it was or will be made, in order to make the statements herein or therein not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nm Licensing LLC), Asset Purchase Agreement (Nm Licensing LLC)
Full Disclosure. No representation or warranty by such Seller Party in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished to or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they that are made, not misleading.
Appears in 2 contracts
Samples: Stock Purchase Agreement (ProPhase Labs, Inc.), Stock Purchase Agreement (ProPhase Labs, Inc.)
Full Disclosure. No representation or warranty by Seller or either of the Companies contained in this Agreement and no statement contained (including the Schedules hereto) or in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a any material fact necessary to make the statements contained thereinnecessary, in light of the circumstances in under which they are it was or will be made, in order to make the statements herein or therein not misleading.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Chancellor Media Corp of Los Angeles), Stock Purchase Agreement (Ml Media Partners Lp)
Full Disclosure. No representation or warranty by of Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement contains or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances in which they are made, herein or therein not misleading.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Interco Inc), Stock Purchase Agreement (Armstrong World Industries Inc)
Full Disclosure. No representation or warranty by any Seller Party in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Vertex Energy Inc.), Asset Purchase Agreement (Vertex Energy Inc.)
Full Disclosure. No representation or warranty by any Seller in this Agreement Agreement, the certificates of the Secretary or Assistant Secretary of Sellers required by Section 7.02(i) and Section 7.02(j), and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Uncommon Giving Corp)
Full Disclosure. No representation or warranty by the Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ability Inc.), Stock Purchase Agreement (Ability Inc.)
Full Disclosure. No representation or warranty None of the representations and warranties made by Seller in this Agreement and no statement contained in (including the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement Agreement) contains any untrue statement of a material fact, or omits to state a material fact necessary to make prevent the statements contained therein, in light of the circumstances in which they are made, not from being misleading.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (BBM Holdings, Inc.), Purchase and Sale Agreement (Lightspace Corp)
Full Disclosure. No representation or warranty by of the Seller made in this Agreement and no or in any ancillary agreement, nor any written statement contained in furnished to the Disclosure Schedules Purchaser pursuant to this Agreement or any certificate ancillary agreement or other document furnished in connection with the transactions contemplated thereby, contains or to be furnished to Buyer pursuant to this Agreement contains will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained therein, statement in light question not misleading. Each of the circumstances in which they are madeschedules attached hereto is a true, not misleadingcomplete and accurate list or description, as appropriate, of the items purported to be listed or described on that schedule.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Unit Corp), Stock Purchase Agreement (Advance Paradigm Inc)
Full Disclosure. No representation or warranty or other statement made by the Seller in this Agreement and no statement contained or otherwise in connection with the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement transactions contemplated herein contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained thereinany of them, in light of the circumstances in which they are it was made, not misleading.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Cardio Vascular Medical Device Corp), Purchase and Sale Agreement (Cardio Vascular Medical Device Corp)
Full Disclosure. No representation or warranty by Seller of the Buyer in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate agreement, document or other document furnished schedule executed or to be furnished to Buyer pursuant to delivered in connection with this Agreement contains any untrue statement of a material fact, fact or omits to state a any material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not makes any such representation or warranty misleading.
Appears in 2 contracts
Samples: Acquisition Agreement (Integrated Cannabis Solutions, Inc.), Acquisition Agreement (Integrated Cannabis Solutions, Inc.)
Full Disclosure. No representation or warranty by Seller the Purchaser in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to the Vendors under this Agreement contains or will contain any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, fact or omits to state a material fact necessary to make the statements contained therein, in light of considering the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (reAlpha Tech Corp.), Stock Purchase Agreement (reAlpha Tech Corp.)
Full Disclosure. No representation or warranty by Seller Buyer in this Agreement and no statement contained in the Buyer Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer Seller or the other Restricted Parties pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Kintara Therapeutics, Inc.), Asset Purchase Agreement (CohBar, Inc.)
Full Disclosure. No To Seller’s knowledge no representation or warranty by Seller in this Agreement and to Seller’s knowledge, no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary that has had or could reasonably be expected to make the statements contained therein, result in light of the circumstances in which they are made, not misleadinga Material Adverse Effect on Buyer.
Appears in 2 contracts
Samples: Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.)
Full Disclosure. No representation or warranty by the Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate document or other document writing furnished or to be furnished to the Buyer pursuant to this Agreement contains the provisions hereof, when considered with all other such documents or writings, contain or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary in order to make the statements contained therein, in light of the circumstances in which they are made, made herein or therein not misleading.
Appears in 2 contracts
Samples: Share Purchase Agreement (Box Ships Inc.), Share Purchase Agreement (Paragon Shipping Inc.)
Full Disclosure. No representation or warranty by Seller Buyer in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate Transaction Documents, or in any certificate, exhibit, schedule, or other document furnished or to be furnished to by Buyer pursuant to this Agreement hereto or thereto, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, therein not misleading.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Clancy Systems International Inc /Co/), Stock Purchase Agreement (Clancy Systems International Inc /Co/)
Full Disclosure. No representation or warranty by the Seller in this Agreement and no statement contained in the Disclosure Schedules schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer the Purchaser pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading..
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Monterey Capital Acquisition Corp), Purchase Agreement (Monterey Capital Acquisition Corp)
Full Disclosure. No representation or warranty by None of the representations and warranties of Seller made in this Agreement and no statement contained in Agreement, the Disclosure Schedules Schedule, any exhibit or schedule attached to this Agreement Agreement, or any certificate delivered by or other document furnished or to be furnished on behalf of Seller to Buyer pursuant to this Agreement Agreement, contains any untrue statement of a material factfact or, or to Seller's knowledge, omits to state a material fact necessary to make the statements contained therein, in the light of the circumstances in under which they are were made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Microdyne Corp), Purchase Agreement (Microdyne Corp)
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer Purchaser pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Purchase Agreement (LIVE VENTURES Inc), Purchase Agreement (LIVE VENTURES Inc)
Full Disclosure. No representation or warranty made by any of the Seller Parties in this Agreement and no statement contained (including any Schedule or Exhibit hereto), any other Transaction Document or in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to delivered in accordance with this Agreement Agreement, contains any untrue statement of a material fact, fact or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, herein not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Buckeye Ventures, Inc.)
Full Disclosure. No representation or warranty by Seller Buyer contained in --------------- this Agreement and no statement contained (including the Schedules hereto) or in the Buyer's Disclosure Schedules to this Agreement Letter or in any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a any material fact necessary to make the statements contained thereinnecessary, in light of the circumstances in under which they are it was or will be made, in order to make the statements herein or therein not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nm Licensing LLC), Asset Purchase Agreement (Nm Licensing LLC)
Full Disclosure. No representation To Seller's knowledge, no representation, covenant or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement statement, Schedule or any certificate or other document furnished or to be Exhibit furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, omits or omits will omit to state a material fact necessary to make the statements contained thereinany representations, in light covenants and/or warranties of the circumstances in which they are made, Seller under this Agreement not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Action Industries Inc), Asset Purchase Agreement (Action Industries Inc)
Full Disclosure. No representation or warranty by Seller Parties in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Intellinetics, Inc.), Stock Purchase Agreement (Beauty Health Co)
Full Disclosure. No representation or warranty by Seller contained in this Agreement and no statement contained in Agreement, any of the other Agreements or the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement Schedule contains any untrue statement statements of a material fact, fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances in which they are made, herein or therein not misleading. All copies of all writings furnished to Buyer by Seller hereunder are true and complete.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Digital River Inc /De), Asset Purchase Agreement (Calico Commerce Inc/)
Full Disclosure. No representation or warranty by the such Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Buyer by such Seller pursuant to this Agreement contains contains, or will contain, any untrue statement of a material fact, or omits omits, or will omit, to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Pacific Software, Inc.), Stock Purchase Agreement (Pacific Software, Inc.)
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (SolarMax Technology, Inc.), Asset Purchase Agreement (Ecoark Holdings, Inc.)
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer Purchaser pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (STRATA Skin Sciences, Inc.), Asset Purchase Agreement (Ra Medical Systems, Inc.)
Full Disclosure. No representation or warranty made by Seller Buyer in this Agreement and no statement contained or in the Disclosure Schedules to this Agreement any Buyer closing document contains or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements contained therein, herein or therein not misleading in the light of the circumstances in which they are were made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Kreido Biofuels, Inc.), Asset Purchase Agreement (Four Rivers Bioenergy Inc.)
Full Disclosure. No representation or warranty by Seller the Sellers in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Edison Nation, Inc.), Stock Purchase Agreement (Ceco Environmental Corp)
Full Disclosure. No representation or warranty by of Seller contained in this Agreement, and none of the statements or information concerning Seller and/or the Assets contained in this Agreement and no statement contained in the Disclosure Exhibits and Schedules to this Agreement hereto, contains or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains will contain any untrue statement of a material factfact nor will such representations, warranties, covenants or omits to state statements taken as a whole omit a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances in under which they are were made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Bad Toys Inc), Asset Purchase Agreement (Central Wireless Inc)
Full Disclosure. No several and not joint representation or warranty by each Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Stock Purchase Agreement (ParcelPal Logistics Inc.), Stock Purchase Agreement
Full Disclosure. No representation or warranty by the Seller in this Agreement and no statement contained in the Disclosure Schedules schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer the Purchaser pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Monterey Capital Acquisition Corp), Stock Purchase Agreement (Monterey Capital Acquisition Corp)
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Digirad Corp), Asset Purchase Agreement (Digirad Corp)
Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement contains or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary to make the statements contained therein, any statement herein or therein not materially misleading. The parties agree that any item disclosed in light of the circumstances in which they are made, not misleadingany Schedule to this Agreement shall be deemed to have been disclosed on all Schedules to this Agreement wherein such disclosure may have been required.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Chock Full O Nuts Corp), Asset Purchase Agreement (CSL Lighting Manufacturing Inc)
Full Disclosure. No representation or warranty by Seller Buyer contained in this Agreement and no statement contained in Agreement, any of the other Agreements or the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement Schedule contains any untrue statement statements of a material fact, fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances in which they are made, herein or therein not misleading. All copies of all writings furnished to Seller by Buyer hereunder are true and complete.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Digital River Inc /De), Asset Purchase Agreement (Calico Commerce Inc/)
Full Disclosure. No representation or warranty by of Seller in this Agreement and no statement contained or in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or Schedule omits to state a material fact necessary to make any of the statements contained representations or warranties herein or therein, in light of the circumstances in which they are were made, not misleading.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Icu Medical Inc/De), Asset Purchase Agreement (Icu Medical Inc/De)