Common use of Material Misstatements or Omissions Clause in Contracts

Material Misstatements or Omissions. No representation or warranty made by Seller in any Seller Agreement, and no written statement or exhibit that has been furnished to Purchaser pursuant hereto or thereto, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Java Group Inc /Cn), Asset Purchase Agreement (Java Group Inc /Cn), Asset Purchase Agreement (Environmental Plus Inc /Tx/)

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Material Misstatements or Omissions. No representation or warranty made by Seller in this Agreement or in any Seller Agreement, and no written statement Ancillary Agreement or exhibit that has been furnished to Purchaser pursuant hereto in any schedule thereto or theretohereto, contains or will contain any untrue statement of a material fact, or, to the Knowledge of Seller, omits or omits will omit to state a material fact necessary to make the statements statement of fact contained herein or therein not misleading.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Streamline Health Solutions Inc.), Asset Purchase Agreement (Streamline Health Solutions Inc.), Asset Purchase Agreement (Sifco Industries Inc)

Material Misstatements or Omissions. No representation representations or warranty made warranties by Seller in this Agreement nor any Seller Agreementdocument, and no written statement exhibit, certificate or exhibit that has been schedule furnished to Purchaser Buyer in connection herewith or pursuant hereto or theretohereto, 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 or facts contained herein or therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Songzai International Holding Group Inc), Securities Purchase Agreement (Sino Clean Energy Inc), Stock Purchase Agreement (Basic Care Networks Inc)

Material Misstatements or Omissions. No representation or warranty expressly made by the Seller in any Seller Agreement, and no written statement this Agreement or exhibit that has been furnished to Purchaser pursuant hereto or thereto, in the Disclosure Schedule contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements statement of facts contained herein or therein therein, in light of the circumstances in which they were made, not materially misleading.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Corel Corp), Stock Purchase Agreement (Corel Corp)

Material Misstatements or Omissions. No representation or warranty made None of the representations and warranties by Seller in any Seller Agreement, and no written statement or exhibit that has been furnished to Purchaser pursuant hereto or thereto, this Agreement contains any untrue statement of a material fact, or omits to state a any material fact necessary to make the statements or facts contained herein or therein not misleading.

Appears in 2 contracts

Samples: Asset Purchase Agreement (NewAge, Inc.), Purchase Agreement (Genesee Corp)

Material Misstatements or Omissions. No representation or warranty made by of the Seller in this Agreement nor in any Seller Agreement, and no written statement or exhibit that has been furnished to Purchaser pursuant hereto or thereto, document set forth in paragraph 3.2 contains any untrue statement of a material fact, or omits to state a any material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they were made, not misleading.

Appears in 2 contracts

Samples: Convertible Debenture Purchase Agreement (Fronteer Financial Holdings LTD), Convertible Debenture Purchase Agreement (Heng Fung Holdings Co LTD)

Material Misstatements or Omissions. No representation or warranty made None of the representations and warranties by Seller SELLER in any Seller Agreement, and no written statement or exhibit that has been furnished to Purchaser pursuant hereto or thereto, this Agreement contains any untrue statement of a material fact, or omits to state a any material fact necessary to make the statements or facts contained herein or therein not misleading.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (New York Regional Rail Corp), Stock and Asset Purchase Agreement (New York Regional Rail Corp)

Material Misstatements or Omissions. No representation representations or warranty made warranties by Seller in any Seller this Agreement, and no written statement nor in any of the Agreement Documents, contain or exhibit that has been furnished to Purchaser pursuant hereto or thereto, contains will contain any untrue statement of a material fact, or omits omit or will omit to state a any material fact necessary to make the statements or facts contained herein or therein not misleading.

Appears in 2 contracts

Samples: Asset Acquisition Agreement (Applied Intelligence Group Inc), Asset Acquisition Agreement (Netplex Group Inc)

Material Misstatements or Omissions. No representation or warranty made None of the representations and warranties by Seller in any Seller Agreement, and no written statement or exhibit that has been furnished to Purchaser pursuant hereto or thereto, contains this Agreement contain any untrue statement of a material fact, or omits to state a any material fact necessary to make the statements or facts contained herein or therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Greatbatch, Inc.)

Material Misstatements or Omissions. No representation or warranty made of Seller in this Agreement, or in any exhibit, document, statement, certificate or schedule furnished or to be furnished by Seller pursuant hereto, or in any Seller Agreement, and no written statement or exhibit that has been furnished to Purchaser pursuant hereto or theretoconnection with the transactions contemplated hereby, 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 or facts contained herein or therein not misleading.

Appears in 1 contract

Samples: Stock Purchase and Option Agreement (Entreport Inc)

Material Misstatements or Omissions. No representation or warranty made by Seller in any Seller this Agreement, and no written statement or in any document, statement, certificate, exhibit that has been or schedule furnished to Purchaser pursuant hereto thereto, or theretoin connection with the transaction contemplated hereby, contains any untrue statement of a material factfact required to be stated therein or necessary in order to provide Purchaser with proper information as to Seller, Seller's Assets or omits to state a material fact necessary to make the statements contained herein or therein not misleadingaffairs of Seller.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Us Wireless Online Inc)

Material Misstatements or Omissions. No representation or warranty made by Seller in this Agreement or any Seller Agreementdocument, and no written statement statement, certificate, schedule, or exhibit that has been furnished or to be furnished to Purchaser Parent by or on behalf of Seller pursuant hereto contains, or theretowill when furnished contain, contains any untrue statement of a material fact, or omits omits, or will then omit to state state, a material fact necessary to make the statements statement of facts contained herein or therein not misleading.

Appears in 1 contract

Samples: Merger Agreement (Civista Bancshares, Inc.)

Material Misstatements or Omissions. No representation or warranty made by Seller Buyer or Parent contained in any Seller Agreementthis Agreement or the schedules attached hereto, and no written statement document or exhibit that has been certificate furnished or to be furnished to Purchaser pursuant hereto Seller in connection herewith or theretowith the transactions contemplated hereby, contains any an untrue statement of a material fact, fact or omits to state a material fact necessary to make the statements of fact contained herein or therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Creative Computers Inc)

Material Misstatements or Omissions. No representation representation, warranty ----------------------------------- or warranty made by Seller statement of SELLER in this Agreement or in any Seller Agreementdocument, and no written statement certificate or exhibit that has been furnished to Purchaser pursuant hereto under this Agreement or theretoin connection with the transactions contemplated hereby, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements or facts contained herein or therein not misleading, as of the time when made.

Appears in 1 contract

Samples: Asset Purchase Agreement (Infocure Corp)

Material Misstatements or Omissions. No representation or warranty made by Seller Purchaser in this Agreement or in any Seller Agreement, and no written statement Ancillary Agreement or exhibit that has been furnished to Purchaser pursuant hereto in any schedule thereto or theretohereto, contains or will contain any untrue statement of a material fact, or, to the knowledge of Purchaser, omits or omits will omit to state a material fact necessary to make the statements statement of fact contained herein or therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sifco Industries Inc)

Material Misstatements or Omissions. No representation or warranty made ------------------------------------ by Seller in any Seller Agreement, and no written statement this Agreement contains or exhibit that has been furnished to Purchaser pursuant hereto or thereto, 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 or facts contained herein or therein not misleading.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Black Dome Energy Corp)

Material Misstatements or Omissions. No representation or warranty of Seller made in this Agreement or any Exhibit hereto, nor any Schedule, certificate or instrument furnished or to be furnished to Buyer by or on behalf of Seller in any Seller pursuant to this Agreement, and no written statement contains (or exhibit that has been furnished to Purchaser pursuant hereto or thereto, contains will contain when furnished) any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Navisite Inc)

Material Misstatements or Omissions. No representation To each Seller’s knowledge, no representations or warranty made warranties by Seller Sellers in any Seller this Agreement, and no written statement nor any document, exhibit, statement, certificate or exhibit that has been schedule furnished to Purchaser pursuant hereto hereto, contains, or theretowith respect to other documents to be delivered by Sellers at Closing, contains will contain any untrue statement of a material fact, or omits to state a any material fact necessary to make the statements or facts contained herein or therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedemissions Inc)

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Material Misstatements or Omissions. No To the knowledge of Seller, no representation or warranty made by Seller in any Seller Agreement, and no written statement this Agreement or exhibit that has been furnished to Purchaser pursuant hereto or theretothe Disclosure Schedule, 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 or facts contained herein or therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (GPS Industries, Inc.)

Material Misstatements or Omissions. No representation representations or warranty made warranties by Seller in any Seller this Agreement, and no written statement or exhibit that has been furnished to Purchaser pursuant hereto or theretoincluding without limitation the Seller Disclosure Schedule, 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 or facts contained herein or therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Phoenix Technologies LTD)

Material Misstatements or Omissions. No representation representations or warranty made warranties by the Seller in any Seller this Agreement, and no written statement nor any document, exhibit, statement, certificate or exhibit that has been schedule furnished by the Seller to Purchaser the Buyer pursuant hereto contains or thereto, 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 or facts contained herein or therein and the circumstances in which they are made not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (All American Sportpark Inc)

Material Misstatements or Omissions. No representation or warranty made by ----------------------------------- Seller in any Seller Agreement, and no written statement or exhibit that has been furnished to Purchaser pursuant hereto or thereto, this Agreement contains any untrue statement of a material fact, or omits to state state, a material fact necessary to make the statements any statement of facts contained herein or therein not materially misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Autoweb Com Inc)

Material Misstatements or Omissions. No representation or warranty made by Seller or Owners contained in any Seller Agreementthis Agreement or the schedules attached hereto, and no written statement document or exhibit that has been certificate furnished or to be furnished to Purchaser pursuant hereto Buyer in connection herewith or theretowith the transactions contemplated hereby, contains any an untrue statement of a material fact, fact or omits to state a material fact necessary to make the statements of fact contained herein or therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Creative Computers Inc)

Material Misstatements or Omissions. No representation representations or warranty made warranties ----------------------------------- by Seller in any Seller Agreement, this Agreement and no written statement the Ancillary Agreements contains or exhibit that has been furnished to Purchaser pursuant hereto or thereto, 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 or facts contained herein or therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Snowball Com Inc)

Material Misstatements or Omissions. No representation representations or warranty made warranties by Seller in any Seller this Agreement, and no written statement nor any Ancillary Agreement, exhibit or exhibit that has been furnished certificate heretofore or hereinafter delivered to Purchaser Buyer pursuant hereto or theretohereto, including without limitation the Disclosure Schedules, 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 or facts contained herein or therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sigmatel Inc)

Material Misstatements or Omissions. No representation or warranty made by Seller in any Seller Agreement, and no written statement hereunder contains or exhibit that has been furnished to Purchaser pursuant hereto or thereto, contains will contain any untrue statement of a material fact, or omits to state a or will omit any material fact necessary to make the statements or facts contained herein or therein not misleading. Seller has disclosed to Buyer all events, conditions and facts known to Seller materially affecting the Assets or the Real Property.

Appears in 1 contract

Samples: Distribution Center Transfer Agreement (Ralphs Grocery Co /De/)

Material Misstatements or Omissions. No representation representations or warranty made warranties by Seller in this Agreement (including the Disclosure Schedule) or any Ancillary Agreement to which Seller Agreement, and no written statement is a party contains or exhibit that has been furnished to Purchaser pursuant hereto or thereto, 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 or facts contained herein or therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Enzo Biochem Inc)

Material Misstatements or Omissions. No representation or warranty made by Seller in any Seller Agreement, this Agreement and no document, written statement statement, certificate or exhibit that has been schedule furnished to Purchaser by Seller pursuant hereto hereto, or theretoin connection with the transactions contemplated hereby, 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 or facts contained herein or therein not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intracel Corp)

Material Misstatements or Omissions. No representation or warranty made by Seller in this Agreement or in any Seller Agreementrelated agreement, and no written statement schedule, exhibit, statement, certificate, chart, list, letter, compilation or exhibit that has been other document furnished or to be furnished to Purchaser Buyer or its counsel or advisers pursuant hereto to this Agreement or theretoany related agreement, or in connection with the transactions contemplated under this Agreement or any related agreement (each a "Furnished Document") 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 of fact contained herein or therein not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Myers Industries Inc)

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