Misstatements or Omissions. No representation or warranty made by the Buyer in this Agreement, and no statement contained in any certificate or Schedule furnished or to be furnished by the Buyer to the Sellers and/or the Shareholders pursuant hereto, contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make such representation or warranty or such statement not misleading.
Misstatements or Omissions. To advise the Underwriters promptly of the happening of any event known to any of the Ferrellgas Parties within the period during which a prospectus relating to the Units is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, which event could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and to advise the Underwriters promptly if, during such period, it shall become necessary to amend or supplement the Prospectus to cause the Prospectus to comply with the requirements of the Act, and, in each case, during such time, subject to Section 4(f) hereof, to prepare and furnish, at their expense, to the Underwriters promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change or to effect such compliance;
Misstatements or Omissions. No representations or warranties by WPS Ltd. in any of the Transaction Documents contain or will contain any untrue statement of material fact, or omit or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.
Misstatements or Omissions. To the best of Contributor's knowledge, no representation, warranty or statement of Contributor in this Agreement or in any certificate, exhibit or schedule furnished or to be furnished to the Company pursuant to this Agreement or in 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 therein misleading. To the best of Contributor's knowledge, all such representations, warranties or statements of Contributor are based upon current, accurate and complete information as of the time of their making and there has been no adverse material change in such information subsequent thereto.
Misstatements or Omissions. None of the representations or warranties made by Wheeling Downs and Sportsystems in this Agreement or in any documents, instruments or certificates furnished pursuant hereto or in connection with the transactions contemplated hereby contains any untrue statement of fact, or omits to state any fact necessary to make the statements or facts contained therein not misleading.
Misstatements or Omissions. No representations or warranties by -------------------------- any of Sellers or any of the Companies in the Transaction Documents, or in connection with the transactions contemplated thereby, contains or will contain any untrue statement of a material fact, or omits or will omit to
Misstatements or Omissions. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) each Registration Statement (as of the effective date of such Registration Statement), any amendment thereof (as of the effective date thereof) or supplement thereto (as of its date), (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) any related Prospectus (including any preliminary Prospectus) or issuer free writing prospectus and any amendment thereof or supplement thereto, as of its date, (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, not misleading; provided, however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to any Holder that is furnished in writing to the Company by or on behalf of such Holder specifically for inclusion therein or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto.
Misstatements or Omissions. No representations or warranties by such Bowex Xxxreholder contain or will contain any untrue statement of material fact, or omit or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.
Misstatements or Omissions. To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder pursuant to Item 7 of Form S-3 expressly for use therein (the “Selling Stockholder Information”), such Registration Statement, Preliminary Prospectus, Issuer Free Writing Prospectus and Time of Sale Information did, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will, when they become effective or are filed with the Commission, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Selling Stockholder Information conforms in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder. It being understood and agreed upon that the “Selling Stockholder Information” shall only consist of the name of such Selling Stockholder, the number of offered shares and the address and other information with respect to such Selling Stockholder (excluding percentages) which appear in the Registration Statement or any Prospectus in the table (and corresponding footnotes) under the caption “Selling Stockholders”;
Misstatements or Omissions. No representations or warranties by -------------------------- Microgy in any of the Transaction Documents or any materials describing Microgy or, the Microgy Subsidiaries, the business thereof or the Principal Microgy Shareholders furnished by such Persons to EPC for use in connection with the Additional Share Exchange contain or will contain, any untrue statement of material fact, or omit or will omit to state any material fact necessary to make the statements or facts contained therein not misleading provided; however, that as to financial projections and other forward-looking statements, it is represented only that the same were prepared in good faith and on a reasonable basis and since the date of preparation thereof nothing has come to the attention of Microgy or the Indemnifying Principal Microgy Shareholders to cause any of them to believe that there has been any change in the facts and assumptions upon which such information was based. Microgy has disclosed to EPC all material events, conditions and facts affecting the Microgy Exchange Shares, the assets, the earnings and the condition (financial or otherwise) of Microgy and the Microgy Subsidiaries.
