Nature of Disclosure. The Sellers have not during the negotiations hereof, in this Agreement or its Appendices or during the due diligence review referred to in Article 4 of this Agreement omitted to disclose any adverse facts or circumstances that would materially affect the Company’s standing or its operations.
Nature of Disclosure. Neither the Warranties nor any certificates or documents furnished or to be furnished to the Purchaser by the Sellers or the Company, contain or will contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading. There is no fact known to the Sellers which may now or in the future materially and adversely affect the Business or the operations of the Company as contemplated in the material heretofore disclosed by the Sellers to the Purchaser.
Nature of Disclosure. Neither the specification of any dollar amount in any representation or warranty nor the mere inclusion of any item in any Disclosure Letter as an exception to a representation or warranty shall be deemed an admission by a Party that such item represents an exception or material fact, event or circumstance or that such item is reasonably likely to result in a MHPS Material Adverse Effect or Buyer Material Adverse Effect, as the case may be.
Nature of Disclosure. Nothing in the Schedules will be deemed to disclose an exception to a representation or warranty made in this Agreement unless the Schedule identifies the item as an exception to such representation or warranty. A disclosure made by SRI in any section of this Agreement or any Schedule will expressly not be deemed to constitute an admission by SRI, or otherwise imply, that any such matter is material or creates a measure for materially for the purposes of this Agreement.
Nature of Disclosure. Nothing in the Schedules will be deemed adequate to disclose an exception to a representation or warranty made in this Agreement unless the Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. The listing of an item on one Schedule will be deemed to be a listing on any other Schedule and to apply to any other representation and warranty of the Company in this Agreement to the extent that an appropriate cross-reference is made to such other Schedule, representation or warranty. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item will not be deemed adequate to disclose an exception to a representation or warranty made in this Agreement (unless the representation or warranty pertains to the existence of the document or other item itself). No reference to or disclosure of any item or other matter in the Schedules shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in the Schedules. No disclosure in the Schedules relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred.
Nature of Disclosure. Neither this Agreement, any certificates or documents furnished or to be furnished to Purchaser by or on behalf of Vendor or the Company hereunder or in contemplation of this transaction nor any other information given in writing or made available by or on behalf of Vendor or the Company to Purchaser or its representatives in the course of the negotiations leading to this Agreement or in the course of any due diligence or other investigation carried out by or on behalf of Purchaser prior to entering into this Agreement, contain or will contain any untrue, inaccurate or incomplete statement of a material fact or omit to state any material fact relevant for the statements therein and are not misleading. There is no fact, matter, event or circumstance known to Vendor but not disclosed in writing to Purchaser which could reasonably be expected to adversely affect the Business or the operations of the Company or the disclosure of which might reasonably affect the willingness of Purchaser to purchase the Participation or the price at or terms upon which Purchaser would be willing to purchase the Participation.
Nature of Disclosure. Neither this Agreement nor any certificates or documents furnished or to be furnished to Purchaser by or on behalf of Sellers or any of the Group Companies hereunder or in contemplation of this transaction, contain or will contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein and are, in the light of the circumstances in which they are made, not misleading.
Nature of Disclosure. Nothing in the Disclosure Schedules will be deemed to disclose an exception to a representation or warranty made in this Agreement unless the Disclosure Schedule identifies the item as an exception to such representation or warranty. A disclosure made by Sellers in any section of this Agreement or any Disclosure Schedule will expressly not be deemed to constitute an admission by Sellers, or otherwise imply, that any such matter is material or creates a measure for materiality for the purposes of this Agreement.
Nature of Disclosure. To the Sellers' and Option Sellers' Best Knowledge neither the representations, warranties nor any certificates or documents furnished to the Purchaser by the respective Sellers, the Option Sellers or the Company, contained any untrue statement of a material fact or in a misleading way omitted to state any material fact. There is no fact known to the Managing Sellers which may now or in the future materially and adversely affect the Business or the operations of the Company.
Nature of Disclosure. Nothing in the Schedules will be deemed to disclose an exception to a representation or warranty made in this Agreement unless the Schedule identifies the item as an exception to such representation or warranty. Any matter or item disclosed in any section of this Agreement or any Schedule shall be deemed to be disclosed with respect to all other Sections of this Agreement and all other parts of the Schedules only to the extent such disclosure’s application or relevance to a representation or warranty in any other section of this Agreement is readily apparent on its face. A disclosure made by the Company in any section of this Agreement or any Schedule will expressly not be deemed to constitute an admission by the Company or any Executing Shareholder, or otherwise imply, that any such matter is material or creates a measure for materially for the purposes of this Agreement.
