Common use of Material Misstatements or Omissions Clause in Contracts

Material Misstatements or Omissions. No representation or warranty of Seller or of Member made in this Agreement, nor any Schedule, document, statement, certificate or other information furnished or to be furnished to Buyer by or on behalf of Seller or Member pursuant hereto or in connection with the transactions contemplated hereby, contains (or will when furnished contain) any untrue statement of a material fact, or omits (or will then omit) to state a material fact necessary in order to make the statement of facts made therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trex Co Inc)

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Material Misstatements or Omissions. No representation or warranty of Seller or of Member made by the Buyer in this AgreementAgreement or any schedule, nor any Scheduleexhibit, documentcertificate, statement, certificate or other information document furnished or to be furnished by the Buyer to Buyer by or on behalf of Seller or Member pursuant hereto or in connection with the transactions contemplated hereby, to this Agreement contains (or will when furnished contain) contain any untrue statement of a material fact, fact or omits (or will then omit) omit to state a material fact necessary in order to make the statement statements made therein, in light of facts made therein the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Share Purchase Agreement (Ambi Inc)

Material Misstatements or Omissions. No representation or warranty of Seller or of Member Purchaser made in this Agreement, nor any Schedule, document, statement, certificate or other information furnished or to be furnished to Buyer Seller or any Seller by or on behalf of Seller or Member Purchaser pursuant hereto or in connection with the transactions Transactions contemplated hereby, contains (or will when furnished contain) any untrue statement of a material fact, or omits (or will then omit) to state a material fact necessary in order to make the statement of facts made therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (White River Energy Corp.)

Material Misstatements or Omissions. No representation representations or warranty of warranties by any Seller or of Member made in this AgreementAgreement or in any document, nor any Schedulewritten information, documentexhibit, statement, certificate or other information schedule heretofore or hereinafter furnished by any Seller or to be furnished any of its Representatives to Buyer by or on behalf any of Seller or Member its Representatives pursuant hereto hereto, or in connection with the transactions contemplated hereby, by this Agreement contains (or will when furnished contain) contain any untrue statement of a material fact, or omits (or will then omit) omit to state a any material fact necessary in order to make the statement of statements or facts made contained therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Guitar Center Inc)

Material Misstatements or Omissions. No representation or warranty of Seller or of Member either Shareholder made in this Agreement, nor any Schedule, document, statement, certificate or other information furnished or to be furnished to Buyer by or on behalf of Seller or Member either Shareholder pursuant hereto or in connection with the transactions contemplated hereby, contains (or will when furnished contain) any untrue statement of a material fact, or omits (or will then omit) to state a material fact necessary in order to make the statement of facts made therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transcat Inc)

Material Misstatements or Omissions. No representation or warranty of any of the Seller or of Member Parties made in this Agreement, nor any Schedule, document, statement, certificate or other information furnished or to be furnished to Buyer by or on behalf of any of the Seller or Member Parties pursuant hereto or in connection with the transactions contemplated hereby, contains (or will when furnished contain) any untrue statement of a material fact, or omits (or will then omit) to state a material fact necessary in order to make the statement of facts made therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transcat Inc)

Material Misstatements or Omissions. No representation or warranty of Seller or of Member Buyer made in this AgreementAgreement or any Exhibit hereto, nor any Schedule, document, statement, certificate or other information instrument furnished or to be furnished to Buyer Seller by or on behalf of Seller or Member Buyer pursuant hereto or in connection with the transactions contemplated herebyto this Agreement, contains (or will contain when furnished containfurnished) any untrue statement of a material fact, or omits (or will then omit) to state a material fact necessary in order to make the statement of facts made therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Navisite Inc)

Material Misstatements or Omissions. No representation or warranty of Seller or of Member Buyer made in this Agreement, nor any Schedule, document, statement, certificate or other information furnished or to be furnished to Buyer Seller or any Member by or on behalf of Seller or Member Buyer pursuant hereto or in connection with the transactions contemplated hereby, contains (or will when furnished contain) any untrue statement of a material fact, or omits (or will then omit) to state a material fact necessary in order to make the statement of facts made therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trex Co Inc)

Material Misstatements or Omissions. No To Seller’s and the Companies’ Knowledge, no representation or warranty of by Seller or of Member made in this Agreement, nor Agreement and no statement contained in the Disclosure Schedules or any Schedule, document, statement, certificate or other information document furnished or to be furnished to Buyer by or on behalf Parent or any of Seller or Member their Representatives pursuant hereto or in connection with the transactions contemplated hereby, to this Agreement contains (or will when furnished contain) any untrue statement of a material fact, or omits (or will then omit) to state a material fact necessary in order to make the statement statements contained therein, in light of facts made therein the circumstances in which they are made, not misleading.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (LiveXLive Media, Inc.)

Material Misstatements or Omissions. No representation or warranty of Seller or of Member made in this Agreement, nor any Schedule, documentdocuments, statement, certificate or other information furnished or to be furnished to Buyer Purchaser by or on behalf of Seller or Member AWG pursuant hereto or in connection with the transactions contemplated hereby, contains (or will when furnished contain) any untrue statement of a material fact, or omits (or will then omit) to state a material fact necessary in order to make the statement of facts made therein not misleading.

Appears in 1 contract

Samples: Purchase Agreement (Awg LTD)

Material Misstatements or Omissions. No representation or warranty of Seller Shareholders or of Member Seller made in this Agreement, nor any Schedule, document, statement, certificate or other information furnished or to be furnished to Buyer by or on behalf of Shareholders or Seller or Member pursuant hereto or in connection with the transactions contemplated hereby, contains (or will when furnished contain) any untrue statement of a material fact, or omits (or will then omit) to state a material fact necessary in order to make the statement of facts made therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transcat Inc)

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Material Misstatements or Omissions. No representation or warranty of made by Seller or of Member made in this AgreementAgreement or in any related agreement, nor any Scheduleschedule, document, statement, exhibit or certificate or other information furnished or to be furnished to Buyer by or on behalf of Seller its counsel or Member advisers pursuant hereto to this Agreement or any related agreement, or in connection with the transactions contemplated hereby, under this Agreement or any related agreement (each a "Furnished Document") contains (or will when furnished contain) contain any untrue statement of a material fact, or omits (or will then omit) omit to state a material fact necessary in order to make the statement statements of facts made fact contained therein not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Myers Industries Inc)

Material Misstatements or Omissions. No representation or warranty of Seller or of Member Buyer made in this Agreement, nor any Schedule, document, statement, certificate or other information furnished or to be furnished to Buyer Seller or either Shareholder by or on behalf of Seller or Member Buyer pursuant hereto or in connection with the transactions contemplated hereby, contains (or will when furnished contain) any untrue statement of a material fact, or omits (or will then omit) to state a material fact necessary in order to make the statement of facts made therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transcat Inc)

Material Misstatements or Omissions. No representation or warranty of Seller or of Member Shareholders made in this Agreement, nor any Schedule, document, statement, certificate or other information furnished or to be furnished to Buyer by or on behalf of Seller or Member Shareholders pursuant hereto or in connection with the transactions contemplated hereby, contains (or will when furnished contain) any untrue statement of a material fact, or omits (or will then omit) to state a material fact necessary in order to make the statement of facts made therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transcat Inc)

Material Misstatements or Omissions. No representation or warranty of Seller or of Member Buyer made in this Agreement, nor any Schedule, document, statement, certificate or other information furnished or to be furnished to Buyer Shareholders or Seller by or on behalf of Seller or Member Buyer pursuant hereto or in connection with the transactions contemplated hereby, contains (or will when furnished contain) any untrue statement of a material fact, or omits (or will then omit) to state a material fact necessary in order to make the statement of facts made therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transcat Inc)

Material Misstatements or Omissions. No representation or warranty of Seller or of Member Buyer made in this Agreement, nor any Schedule, document, statement, certificate or other information furnished or to be furnished to Buyer Seller or Shareholders by or on behalf of Seller or Member Buyer pursuant hereto or in connection with the transactions contemplated hereby, contains (or will when furnished contain) any untrue statement of a material fact, or omits (or will then omit) to state a material fact necessary in order to make the statement of facts made therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transcat Inc)

Material Misstatements or Omissions. No representation or warranty of Seller or of Member Buyer made in this Agreement, nor any Schedule, document, statement, certificate or other information furnished or to be furnished to Buyer any of the Seller Parties by or on behalf of Seller or Member Buyer pursuant hereto or in connection with the transactions contemplated hereby, contains (or will when furnished contain) any untrue statement of a material fact, or omits (or will then omit) to state a material fact necessary in order to make the statement of facts made therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transcat Inc)

Material Misstatements or Omissions. No representation or warranty of Seller by Shareholder or of Member made Sellers in this Agreement, nor or in any Scheduledocument, documentexhibit, statement, certificate certificate, document or other information furnished or to be schedule furnished to Buyer by or on behalf of Seller or Member pursuant hereto to this Agreement, or in connection with the transactions contemplated herebyby this Agreement, contains (or will when furnished contain) contain at the Closing Date any untrue statement of a material fact, or intentionally omits (or will then omit) omit to state a any material fact necessary in order to make the statement of statements or facts made contained therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rent Way Inc)

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