Common use of Material Misstatements or Omissions Clause in Contracts

Material Misstatements or Omissions. No representation or warranty by Seller or the Corporation in this Agreement, or in any document, exhibit, statement, certificate, document or schedule furnished to Buyer pursuant to this Agreement, or in connection with the transactions contemplated by this Agreement, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Wilson Greatbatch Technologies Inc), Stock Purchase Agreement (Rent Way Inc)

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Material Misstatements or Omissions. No representation representations or warranty warranties by Seller or any of the Corporation Sellers in this Agreement, or in nor any document, exhibit, statementappendix, certificate, document certificate or schedule heretofore or hereinafter furnished to Buyer pursuant to this Agreementhereto, or in connection with the transactions contemplated by this Agreementhereby, including without limitation the Disclosure Schedule, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Bekins Co /New/), Stock Purchase Agreement (Bekins Co /New/)

Material Misstatements or Omissions. No representation To the knowledge of Buyer, no representations or warranty warranties by Seller or the Corporation Buyer in this Agreement, or in nor any document, exhibit, statement, certificate, document certificate or schedule furnished or to Buyer be furnished to the Stockholder pursuant to this Agreementhereto, or in connection with the transactions contemplated by this Agreementhereby, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Stock Exchange (Compass Knowledge Holdings Inc), Merger Agreement (Helpmate Robotics Inc)

Material Misstatements or Omissions. No representation representations or warranty warranties by Seller or the Corporation Buyer in this Agreement, or in any document, exhibit, statement, certificate, document or schedule furnished to Buyer Seller pursuant to this Agreement, or in connection with the transactions transaction contemplated by this Agreement, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Wilson Greatbatch Technologies Inc), Stock Purchase Agreement (Rent Way Inc)

Material Misstatements or Omissions. No representation To Seller’s knowledge, no representations or warranty warranties by Seller or the Corporation in this Agreement, or in nor any document, exhibit, statement, certificate, document certificate or schedule furnished to Buyer Purchaser pursuant to this Agreementhereto, contains, or in connection with the transactions contemplated respect to other documents to be delivered by this AgreementSeller at Closing, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedemissions Inc)

Material Misstatements or Omissions. No representation representations or warranty warranties by Seller or the Corporation Purchasers in this Agreement, or in nor any document, exhibit, statement, certificate, document certificate or schedule furnished to Buyer the Sellers pursuant to this Agreementhereto, or in connection with including, without limitation, the transactions contemplated by this AgreementDisclosure Schedule, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.

Appears in 1 contract

Samples: Purchase Agreement (Accuride Corp)

Material Misstatements or Omissions. No representation representations or warranty warranties by Seller or the Corporation in this Agreement, or in nor any document, exhibit, statement, certificate, document certificate or schedule heretofore or hereinafter furnished to Buyer pursuant to this Agreementhereto, or in connection with the transactions contemplated by this Agreementhereby, including without limitation the Disclosure Schedule, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact known to Seller necessary to make the material statements or facts contained therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eco Soil Systems Inc)

Material Misstatements or Omissions. No representation or warranty by None of the information contained in the representations and warranties of Seller or the Corporation set forth in this Agreement, Agreement or in any documentof the certificates, exhibitlists, statementdocuments, certificateexhibits, document or schedule furnished other instruments delivered or to be delivered to Buyer pursuant to this Agreement, or in connection with the transactions as contemplated by this Agreementany provision hereof, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any a material fact necessary to make the statements contained herein or facts contained therein not misleading.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Material Misstatements or Omissions. No representation representations or warranty ----------------------------------- warranties by Seller or the Corporation Sellers in this Agreement, or in nor any document, exhibit, statement, certificate, document certificate or schedule furnished to Buyer pursuant to this Agreementhereto, or in connection with the transactions contemplated by this Agreementhereby, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (McLeod Inc)

Material Misstatements or Omissions. No representation or warranty by Seller or the Corporation of Buyer made in this Agreement, Agreement or in any document, exhibit, statement, certificate, document Schedule or schedule Closing certificate furnished or to be furnished to Buyer pursuant to this Agreement, Seller by or in connection with the transactions contemplated by this Agreementon behalf of Buyer, contains (or will contain at the Closing Date when furnished contain) any untrue statement of a material fact, or intentionally omits (or will omit then omit) to state any a material fact necessary in order to make the statements or statement of facts contained made therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transmation Inc)

Material Misstatements or Omissions. No representation representations or warranty ----------------------------------- warranties by Seller or the Corporation in this Agreement, or in nor any document, exhibit, statement, certificate, document certificate or schedule furnished to Buyer Purchaser by Seller pursuant to this Agreement, or in connection with the transactions contemplated by this Agreement, hereto contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mercury General Corp)

Material Misstatements or Omissions. No representation representations or warranty warranties by Seller or the Corporation Purchasers in this Agreement, or in nor any document, exhibit, statement, certificate, document certificate or schedule furnished to Buyer Seller pursuant to this Agreement, or in connection with the transactions contemplated by this Agreementhereto, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or of facts contained therein not misleading.

Appears in 1 contract

Samples: Asset and Stock Purchase and Sale and Assumption of Liabilities Agreement (Pacificamerica Money Center Inc)

Material Misstatements or Omissions. No representation representations or warranty warranties by Seller or the Corporation in this Agreement, or in nor any document, exhibit, statement, certificate, document certificate or schedule heretofore or hereinafter furnished to Buyer by Seller pursuant to this Agreementhereto, or in connection with the transactions contemplated by this Agreementhereby, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Vestin Realty Mortgage II, Inc)

Material Misstatements or Omissions. No representation or warranty furnished by Seller or the Corporation Buyer in this Agreement, or Agreement and in any document, exhibit, statement, certificate, agreement or document or schedule furnished to by Buyer pursuant to this Agreement, or in connection with the transactions contemplated by this Agreement, contains or will contain at the Closing Date any untrue statement of a material fact, fact or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained herein or therein not misleadingmisleading in view of the circumstances under which they are made.

Appears in 1 contract

Samples: Asset Purchase Agreement (Biomerica Inc)

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Material Misstatements or Omissions. No representation representations or warranty warranties by Seller or the Corporation in this Agreement, or in nor any documentappendix, exhibit, statement, certificate, document certificate or schedule heretofore or hereinafter furnished to Buyer pursuant to this Agreement, or in connection with including without limitation the transactions contemplated by this AgreementDisclosure Schedule, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tessera Technologies Inc)

Material Misstatements or Omissions. No representation representation, warranty or warranty by Seller statement of the Sellers or the Corporation Shareholders in this Agreement, Agreement or in any document, exhibitinformation, statement, certificate, document exhibit or schedule furnished to Buyer pursuant to under this Agreement, Agreement or in connection with the transactions contemplated by this Agreementhereby, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any a material fact necessary to make the statements or facts contained therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Choicetel Communications Inc /Mn/)

Material Misstatements or Omissions. No representation representations or warranty warranties by Seller or the Corporation in this Agreement, or in nor any document, exhibitExhibit, statement, certificate, document certificate or schedule Schedule furnished or to be furnished to Buyer Purchaser pursuant to this Agreementhereto, or in connection with the transactions contemplated by this Agreementhereby, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Source Information Management Co)

Material Misstatements or Omissions. No representation representations or warranty warranties by any Seller or the Corporation in this Agreement, or in nor any document, exhibit, statement, certificate, document certificate or schedule heretofore or hereinafter furnished to Buyer by any Seller pursuant to this Agreementhereto, or in connection with the transactions contemplated by this Agreementhereby, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Apartment Investment & Management Co)

Material Misstatements or Omissions. No representation or ----------------------------------- warranty by Seller or the Corporation contained in this Agreement, Agreement or in any document, exhibit, statement, certificate, document certificate or schedule furnished to Buyer by Seller pursuant to this Agreement, or in connection with the transactions contemplated by this Agreement, hereto contains or will contain at the Closing Date any untrue statement of a material fact, fact or intentionally omits or will omit to state any a material fact necessary to make the statements or facts statement of fact contained therein not misleading.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ascent Entertainment Group Inc)

Material Misstatements or Omissions. No representation representations or warranty warranties by Seller or the Corporation Purchaser in this Agreement, or in nor any document, exhibitExhibit, statement, certificate, document certificate or schedule Schedule furnished or to be furnished to Buyer Seller pursuant to this Agreementhereto, or in connection with the transactions contemplated by this Agreementhereby, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Source Information Management Co)

Material Misstatements or Omissions. No representation or warranty furnished by Seller or the Corporation Members in this Agreement, or the Disclosure Schedules, and in any document, exhibit, statement, certificate, agreement or document or schedule furnished to Buyer by Seller pursuant to this Agreement, or in connection with the transactions contemplated by this Agreement, contains or will contain at the Closing Date any untrue statement of a material fact, fact or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained herein or therein not misleadingmisleading in view of the circumstances under which they are made.

Appears in 1 contract

Samples: Asset Purchase Agreement (Biomerica Inc)

Material Misstatements or Omissions. No representation representations or warranty warranties by Seller or the Corporation Sellers in this Agreement, or in nor any document, exhibit, statement, certificate, document certificate or schedule heretofore or hereafter furnished to Buyer the Purchaser pursuant to this Agreementhereto, or in connection with the transactions contemplated by this Agreementhereby, including without limitation the Disclosure Schedule, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ocular Sciences Inc /De/)

Material Misstatements or Omissions. No representation To the knowledge of Buyer, no representations or warranty warranties by Seller or the Corporation Buyer in this Agreement, or in nor any document, exhibit, statement, certificate, document certificate or schedule furnished or to Buyer be furnished to the Stockholders pursuant to this Agreementhereto, or in connection with the transactions contemplated by this Agreementhereby, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Compass Knowledge Holdings Inc)

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