Common use of Material Misstatements or Omissions Clause in Contracts

Material Misstatements or Omissions. No representations or warranties by the Company in this Agreement or any Ancillary Agreement to which it is a party or in any document, written information, exhibit, statement, certificate or schedule heretofore or hereinafter furnished by the Company or any of its Representatives to Parent or Sub pursuant hereto, or in connection with the transactions contemplated by this Agreement or by such Ancillary Agreements contains or will contain any untrue statement of a material fact, or 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: Merger Agreement (Hanover Compressor Coc), Merger Agreement (Essential Therapeutics Inc)

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Material Misstatements or Omissions. No To the knowledge of the Company, no representations or warranties by the Company in this Agreement or any Ancillary Agreement to which it is a party or in any document, written information, exhibit, statement, certificate the schedules or schedule heretofore exhibit hereto or hereinafter furnished by the Company or any of its Representatives to Parent or Sub pursuant hereto, or in connection with the transactions contemplated by this Agreement or by such Ancillary Agreements thereto contains or will contain any untrue statement of a material fact, or 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: Merger Agreement (Network Appliance Inc)

Material Misstatements or Omissions. No representations or ----------------------------------- warranties by the Company in this Agreement or any Ancillary Agreement to which it is a party or in any document, written information, exhibit, statement, certificate or schedule heretofore or hereinafter furnished by the Company or any of its Representatives to Parent or Sub pursuant hereto, or in connection with the transactions contemplated by this Agreement or by such Ancillary Agreements contains or will contain any untrue statement of a material fact, or 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: Merger Agreement (Microcide Pharmaceuticals Inc)

Material Misstatements or Omissions. No To the knowledge of the Company, no representations or warranties by the Company in this Agreement or any Ancillary Agreement to which it is a party or in any document, written information, exhibit, statement, certificate the schedules or schedule heretofore exhibit hereto or hereinafter furnished by the Company or any of its Representatives to Parent or Sub pursuant hereto, or in connection with the transactions contemplated by this Agreement or by such Ancillary Agreements thereto contains or will contain any untrue statement of a material fact, or 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: Merger Agreement (Varian Medical Systems Inc)

Material Misstatements or Omissions. No representations or warranties by the Company in this Agreement or any Ancillary Agreement to which it is a party or in any document, written information, exhibit, statement, certificate or schedule heretofore or hereinafter furnished by the Company or any of its Representatives to Parent or Sub pursuant hereto, or in connection with the transactions contemplated by this Agreement or by such Ancillary Agreements contains or will contain any untrue statement of a material fact, or 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: Merger Agreement (Next Level Communications Inc)

Material Misstatements or Omissions. No representations or warranties by the Company Parent in this Agreement or any Ancillary Agreement to which it is a party or in any document, written information, exhibit, statement, certificate or schedule heretofore or hereinafter furnished by the Company Parent or any of its Representatives to Parent or Sub the Company pursuant hereto, or in connection with the transactions contemplated by this Agreement or by such Ancillary Agreements contains or will contain any untrue statement of a material fact, or 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: Merger Agreement (Hanover Compressor Coc)

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Material Misstatements or Omissions. No representations or warranties by Xxxxxx or the Company Stockholders in this Agreement or any Ancillary Agreement to which it either is a party or in any document, written information, exhibit, statement, certificate or schedule heretofore or hereinafter furnished by Xxxxxx or the Company or any of its Representatives Stockholders to Parent Unidigital or Sub pursuant heretoto this Agreement, or in connection with the transactions contemplated by this Agreement or by such Ancillary Agreements contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained therein herein or therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Merger Agreement (Unidigital Inc)

Material Misstatements or Omissions. No representations or warranties by the Company in this Agreement or Agreement, nor any Ancillary Agreement to which it is a party or in any Agreement, document, written information, exhibit, statement, certificate or schedule heretofore or hereinafter furnished by the Company or any of its Representatives to Parent Tegal or Sub any of its Representatives pursuant hereto, or in connection with the transactions contemplated by this Agreement hereby or by such the Ancillary Agreements Agreements, contains or will contain any untrue statement of a material fact, or 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: Formation and Contribution Agreement (Tegal Corp /De/)

Material Misstatements or Omissions. No representations or warranties by the Company in this Agreement or any Ancillary Agreement to which it is a party or in any document, written information, exhibit, statement, certificate or schedule heretofore or hereinafter furnished by the Company or any of its Representatives to Parent or Merger Sub pursuant hereto, or in connection with the transactions contemplated by this Agreement or by such Ancillary Agreements contains or will contain any untrue statement of a material fact, or 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: Merger Agreement (Tegal Corp /De/)

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