Common use of Material Misstatements or Omissions Clause in Contracts

Material Misstatements or Omissions. The statements, representations and warranties of the Company contained in this Agreement (including the exhibits and schedules hereto) and in any certificate furnished or to be furnished by or on behalf of the Company pursuant hereto, or in connection with the transactions contemplated hereby, taken together, do not contain and will not contain any untrue statement of a material fact and do not or will not omit to state a material fact necessary to make the statements or facts contained herein or therein, in light of the circumstances made, not misleading.

Appears in 2 contracts

Samples: Acquisition Agreement (Quadramed Corp), Acquisition Agreement (Whisenhunt Investments Inc)

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Material Misstatements or Omissions. The statementsTo the Company's knowledge, no representations and or warranties of by the Company contained in this Agreement (including the exhibits and schedules hereto) and in Agreement, nor any document, exhibit, statement, certificate or schedule heretofore or hereafter furnished or to be furnished by or on behalf of the Company Buyer pursuant hereto, or in connection with the transactions contemplated hereby, taken togetherincluding without limitation the Schedules, do not contain and contains or will not contain any untrue statement of a material fact and do not fact, or omits or will not omit to state a any material fact necessary to make the statements or facts contained herein or therein, in light of the circumstances made, therein not misleading.

Appears in 2 contracts

Samples: Merger Agreement (Core Mark International Inc), Merger Agreement (Fleming Companies Inc /Ok/)

Material Misstatements or Omissions. The statements, representations and warranties of No representation or warranty by Sellers or the Company contained Corporation in this Agreement (including the exhibits and schedules hereto) and Agreement, or in any certificate document, exhibit, statement, certificate, document or schedule furnished or to be furnished by or on behalf of the Company Buyer pursuant heretoto this Agreement, or in connection with the transactions contemplated herebyby this Agreement, taken together, do not contains or will contain and will not contain at the Closing Date any untrue statement of a material fact and do not fact, or intentionally omits or will not omit to state a any material fact necessary to make the statements or facts contained herein or therein, in light of the circumstances made, therein not misleading.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Rent Way Inc), Stock Purchase Agreement (Rent Way Inc)

Material Misstatements or Omissions. The statements, representations and warranties of No representation or warranty by the Purchasers to the Company contained in this Agreement (including the exhibits and schedules hereto) and or in any certificate furnished or to be furnished by or on behalf of the Company pursuant hereto, other documents or in connection with the transactions agreements contemplated hereby, taken together, do not contain and by this Agreement contains or will not contain any untrue statement of a material fact and do not fact, or omits or will not omit to state a material fact necessary to make the statements or facts contained herein or thereintherein not misleading. All representations, in light covenants and warranties made by or on behalf of the circumstances made, not misleadingPurchasers in this Agreement will be deemed to have been relied upon by the Company (notwithstanding any investigation by the Company).

Appears in 1 contract

Samples: Note Purchase Agreement (Oneita Industries Inc)

Material Misstatements or Omissions. The statements, No representations and or warranties of by the Company contained in this Agreement (including the exhibits and schedules hereto) and in Agreement, nor any document, exhibit, statement, certificate or schedule or other injunction furnished or to be furnished by to Purchaser (or on behalf of the Company its members) pursuant hereto, or in connection with the transactions contemplated hereby, taken together, do not contain and contains or will not contain any untrue statement of a material fact and do not fact, or omits or will not omit to state a any material fact necessary to make the statements or facts contained herein or therein, in light of the circumstances made, therein not misleading.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Province Healthcare Co)

Material Misstatements or Omissions. The statements, representations and warranties of No representation or ----------------------------------- warranty by the Company contained or the Seller in this Agreement (including the exhibits and schedules hereto) and Agreement, or in any document, exhibit, statement, certificate or schedule heretofore or hereinafter furnished or made available to be furnished by or on behalf of the Company Buyer pursuant hereto, to this Agreement or in connection with the transactions contemplated herebyby this Agreement, taken togetherincluding, do not contain and without limitation, the Disclosure Schedules, contains or will not contain any untrue statement of a material fact and do not fact, or omits or will not omit to state a any material fact necessary to make the statements or facts contained herein or therein, in light of the circumstances made, therein not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Harlyn Products Inc)

Material Misstatements or Omissions. The statements, No representations and or warranties of ----------------------------------- by the Company contained Parent or Sub in this Agreement (including the exhibits and schedules hereto) and in nor any document, exhibit, statement, certificate of schedule heretofore or hereafter furnished or to be furnished by or on behalf of the Company or the Shareholder pursuant hereto, or in connection with the transactions contemplated hereby, taken together, do not contain and will not contain contains any untrue statement of a material fact and do not fact, or will not omit omits to state a any material fact necessary to make the statements or facts contained herein or therein, in light of the circumstances made, therein not misleading.

Appears in 1 contract

Samples: Merger Agreement (Semotus Solutions Inc)

Material Misstatements or Omissions. The statements, No representations and or warranties of ----------------------------------- by the Company contained or the Shareholder in this Agreement (including Agreement, nor any document, exhibit, statement, certificate or schedule heretofore or hereafter furnished to the exhibits Parent and schedules hereto) and in any certificate furnished or to be furnished by or on behalf of the Company Sub pursuant hereto, or in connection with the transactions contemplated hereby, taken togetherincluding without limitation the Disclosure Schedule, do not contain and will not contain contains any untrue statement of a material fact and do not fact, or will not omit omits to state a any material fact necessary to make the statements or facts contained herein or therein, in light of the circumstances made, therein not misleading.

Appears in 1 contract

Samples: Merger Agreement (Semotus Solutions Inc)

Material Misstatements or Omissions. The statements, representations and warranties of No representation or warranty by ----------------------------------- Keve or the Company contained in this Agreement (including the exhibits and schedules hereto) and in Agreement, nor any document, exhibit, statement, certificate or schedule heretofore or hereinafter furnished or to be furnished by or on behalf of the Company Buyer pursuant hereto, or in connection with the transactions contemplated hereby, taken togetherincluding without limitation the Disclosure Schedule, do not contain and contains or will not contain any untrue statement of a material fact and do not fact, or omits or will not omit to state a any material fact necessary to make the statements or facts contained herein or therein, in light of the circumstances made, therein not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (View Tech Inc)

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Material Misstatements or Omissions. The statements, representations and warranties of No representation or warranty by the Company contained in this Agreement (including or in the exhibits respective schedules related thereto, and schedules hereto) and in any no document or certificate furnished or to be furnished by or on behalf of the Company pursuant hereto, or to Buyer in connection herewith or with the transactions contemplated hereby, taken together, do not contain and will not contain any contains an untrue statement of a material fact and do not or will not omit omits to state a material fact necessary to make the statements or facts of fact contained herein or therein, in light of the circumstances made, therein not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ross Technology Inc)

Material Misstatements or Omissions. The statements, No representations and or warranties of by the Company contained or BSL in this Agreement (including the exhibits and schedules hereto) and in nor any certificate document, exhibit, statement, certificate, schedule or other information furnished or to be furnished by to Purchaser (or on behalf of the Company its members) pursuant hereto, or in connection with the transactions contemplated hereby, taken together, do not contain and contains or will not contain any untrue statement of a material fact and do not fact, or omits or will not omit to state a any material fact necessary to make the statements or facts contained herein or therein, in light of the circumstances made, therein not misleading.

Appears in 1 contract

Samples: Merger Agreement (Province Healthcare Co)

Material Misstatements or Omissions. The statements, No representations and or warranties of by the Company contained in this Agreement (including the exhibits Agreement, nor any exhibit, certificate or schedule furnished to Parent and schedules hereto) and in any certificate furnished or to be furnished by or on behalf of the Company Sub pursuant hereto, or in connection with including without limitation the transactions contemplated herebyDisclosure Schedules, taken together, do not contain and will not contain contains any untrue statement of a material fact and do not fact, or will not omit omits to state a any material fact necessary to make the statements or facts contained herein or therein, in light therein not misleading. To the best of the circumstances madeCompany's knowledge, not misleadingthe Company has disclosed all events, conditions and facts materially affecting the business, prospects and financial condition of the Company.

Appears in 1 contract

Samples: Merger Agreement (Semotus Solutions Inc)

Material Misstatements or Omissions. The statements, representations and warranties of No representation or warranty by the Company or the Subsidiaries contained in this Agreement (including or the exhibits Schedules attached hereto, and schedules hereto) and in any no document or certificate furnished or to be furnished by or on behalf of the Company pursuant hereto, or made available to Buyer in connection herewith or with the transactions contemplated hereby, taken together, do not contain and will not contain any contains an untrue statement of a material fact and do not or will not omit omits to state a material fact necessary to make the statements or facts of fact contained herein or therein, in light of the circumstances made, therein not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Inspection Laboratories Inc)

Material Misstatements or Omissions. The statements, representations and warranties To the Knowledge of the Company contained Shareholder and the Company, no representations or warranties by the Shareholder in this Agreement (including the exhibits and schedules hereto) and in Agreement, nor any document, exhibit, statement, certificate or schedule furnished or to be furnished by or on behalf of to the Company Acquiring Companies pursuant hereto, or in connection with the transactions contemplated hereby, taken together, do not contain and will not contain contains any untrue statement of a material fact and do not fact, or will not omit omits to state a any material fact necessary to make the statements or facts contained herein or therein, in light of the circumstances made, therein not misleading.

Appears in 1 contract

Samples: Merger Agreement (Paincare Holdings Inc)

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