No Material Omissions. None of the representations and warranties in this Section 3.01 omits any matter the omission of which makes any of such representations and warranties misleading in any material respect.
No Material Omissions. Each of the Rights Offering Materials and Other Materials, including any amendments or supplements thereto and including documents incorporated by reference therein, as from the first day of the Subscription Period until and including the Settlement Date, (i) conform and (if amended or supplemented, as amended or supplemented) will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder and the Exchange Act, as applicable, and (ii) do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which they are made.
No Material Omissions. To the best knowledge of SEI Holdings, there are no factors or circumstances that are material to the SETM Business or the SETM Business Assets, or the continued ownership or operation thereof, that have not been disclosed to VRI in this Agreement or in the SEI Holdings Disclosure Schedule or to representatives of VRI prior to the date hereof. EXCEPT AS PROVIDED SPECIFICALLY IN THIS AGREEMENT, SEI HOLDINGS MAKES NO REPRESENTATIONS OR WARRANTIES IN THIS AGREEMENT OR ANY INSTRUMENT, EXHIBIT, SCHEDULE OR DOCUMENT DELIVERED IN CONNECTION HEREWITH OR REFERRED TO HEREIN AS TO ANY FINANCIAL PROJECTIONS, ESTIMATES TO COMPLETE TRANSACTIONS, VALUES AT RISK, TRANSACTION LOSS PROJECTIONS, OR SIMILAR PREDICTIVE INFORMATION, AND VRI SPECIFICALLY ACKNOWLEDGES THAT IT IS NOT SEEKING OR RELYING ON ANY SUCH REPRESENTATIONS OR WARRANTIES.
No Material Omissions. The representations, warranties and statements made by Parent and Buyer in this Agreement and in the Schedules and Exhibit attached hereto do not contain any untrue statement of a material fact and, when taken together, do not omit any statement of a material fact necessary to make such representations, warranties and statements, in light of the circumstances under which they are made, not misleading.
No Material Omissions. None of the representations and warranties in this Section 3.01 omits any matter the omission of which makes any of such representations and warranties misleading in any material respect; provided, that notwithstanding the foregoing, the Borrower shall not be deemed to make any representation or warranty except as expressly set forth in this Agreement.
No Material Omissions. Each of the Offer Materials and Other Materials, including any amendments or supplements thereto and including documents incorporated by reference in the Registration Statement or Prospectus, prior to the expiration and closing of the Exchange Offers, (i) will (if amended or supplemented, as amended or supplemented) conform in all material respects to the requirements of the Securities Act and the Exchange Act, as applicable and (ii) do not and (if amended or supplemented, as amended or supplemented) will not, prior to the expiration and closing of the Exchange Offer, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which they are made.
No Material Omissions. Neither this Agreement (including the Schedules and Exhibits) nor any other certificate, statement, document or other information furnished to Buyer by or on behalf of Seller pursuant to or in connection with the transaction contemplated by this Agreement contains any material misstatement of fact, or omits to state a fact necessary in order to make the representations, warranties and other statements herein or therein contained not misleading.
No Material Omissions. No representation or warranty by Purchaser contained herein or in any writing furnished pursuant hereto to Seller contains any untrue statement of fact or omits to state any material fact required to make the statements herein or therein contained not misleading.
No Material Omissions. Neither this Agreement, the Common Stock, nor any information document or certificate furnished to the Buyer by or on behalf of the Company contains any untrue statement of a material fact, and none of this Agreement, or such other documents and certificates omits to state a material fact necessary in order to make the statements contained herein or therein not misleading.
No Material Omissions. To Seller’s knowledge and to the Knowledge of the Company, the Company and Seller have advised Purchaser of all matters involving the Company’s financial condition that management of the Company or management of Seller reasonably expect might have a Material Adverse Effect.
