No Knowledge of Misrepresentations Sample Clauses

No Knowledge of Misrepresentations. The Buyer and the Merger Sub are acquiring the Company based on the independent judgment of the Buyer and the Merger Sub as to the future prospects of the Company and not based on any projections or forecasts obtained from the Company, the stockholders of the Company or any of their respective affiliates, employees, agents, directors, officers or representatives.
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No Knowledge of Misrepresentations. The Specified Cytec Representatives have no actual knowledge that the representations and warranties of any Sterling Party made in this Agreement are not true.
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No Knowledge of Misrepresentations. The Specified Sterling Representatives have no actual knowledge that the representations and warranties of any Cytec Party made in this Agreement or any Ancillary Agreement are not true.
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No Knowledge of Misrepresentations. During the course of Buyer's due diligence investigation of the Business or otherwise, Buyer has not been made aware of any information which if true, would result in any of the representations and warranties of Sellers made in Article 3 being untrue in any material respect. Notwithstanding the foregoing, the representation set forth in this Section 4.5 shall not in any way limit Buyer's right to indemnification under Section 9.3.
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No Knowledge of Misrepresentations. As of the Cutoff Time, Buyer had no knowledge that any of the representations or warranties of Seller and the Press Sellers in this Agreement were not true and correct in all material respects.
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No Knowledge of Misrepresentations. None of the employees, agents or representatives of Buyer or any of its Affiliates has knowledge of any breach of, or inaccuracy in, any of the representations and warranties of the Company and/or the Sellers set forth in this Agreement.
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No Knowledge of Misrepresentations. Buyer has no Knowledge that any representation or warranty of Sellers in this Agreement is not true and correct in all material respects as of the date given that has not been discussed with Sellers by Buyer’s counsel.
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No Knowledge of Misrepresentations. Purchaser has no actual knowledge of any misrepresentation by Shareholder or Xx. Xxxxxxx in this Agreement or of any breach by Shareholder or Xx. Xxxxxxx of any of Shareholder's or Xx. Xxxxxxx'x respective representations and warranties contained herein or in any other agreement or certificate executed in connection herewith, which could give rise to a claim for indemnification under Section 8.1.
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Related to No Knowledge of Misrepresentations

  • No Knowledge The Company has no knowledge of any event which would be more likely than not to have the effect of causing such Registration Statement to be suspended or otherwise ineffective.

  • No Misrepresentations The reports and other submittals by Seller to Buyer under this Agreement are not false or misleading in any material respect.

  • No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.

  • No Misrepresentation The representations and warranties of the Company contained in this Agreement, any schedule, annex or exhibit hereto and any agreement, instrument or certificate furnished by the Company to the Investors pursuant to this Agreement, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Schedules; Knowledge Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement.

  • Misrepresentations Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

  • Purchaser’s Knowledge The Purchaser has sufficient knowledge, understanding, and experience, either independently or together with his, her or its purchaser representative(s), in financial and business matters, and of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems, to understand the terms of this Purchase Agreement and the Offering Materials, and such knowledge, understanding, and experience enables the Purchaser to evaluate the merits and risks of purchasing the Tokens.

  • Knowledge of Offering You acknowledge that it is your responsibility to examine the Registration Statement, the Prospectus, or the Offering Circular, as the case may be, any amendment or supplement thereto relating to the Offering, any Preliminary Prospectus or Preliminary Offering Circular, and the material, if any, incorporated by reference therein, any Issuer Free Writing Prospectus, any Supplemental Materials, and any ABS Underwriter Derived Information, and you will familiarize yourself with the terms of the Securities, any applicable Indenture, and the other terms of the Offering thereof which are to be reflected in the Prospectus or the Offering Circular, as the case may be, and the applicable AAU and Underwriting Agreement. The Manager is authorized, with the advice of counsel for the Underwriters, to approve on your behalf any amendments or supplements to the documents described in the preceding sentence.

  • Seller’s Knowledge Whenever a representation is qualified by the phrase “to the best of Seller’s knowledge”, or by words of similar import, the accuracy of such representation shall be based solely on the actual (as opposed to constructive or imputed) knowledge of the Designated Seller Representative, without independent investigation or inquiry. Purchaser acknowledges that the Designated Seller Representative is named solely for the purpose of defining the scope of Seller’s knowledge and not for the purpose of imposing any liability on or creating any duties running from the Designated Seller Representative to Purchaser and Purchaser agrees that no Designated Seller Representative shall have any liability under this Agreement or in connection with the transactions contemplated hereby.

  • No Fraud or Misrepresentation To the best of the Seller’s knowledge, each Receivable that was originated by a Dealer was sold by the Dealer to the Seller and by the Seller to the Purchaser without any fraud or misrepresentation on the part of such Dealer or the Seller, respectively.

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