No Misleading Statements or Omissions. Neither this Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to DIGITAL in connection herewith contains any materially misleading statement, or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading.
No Misleading Statements or Omissions. No representation or warranty made by ELC in this Agreement, and no statement made by or on behalf of ELC in any certificate, document, exhibit or schedule expressly required to be furnished hereunder, contains or will contain any untrue statement of a fact or omits or will omit to state any fact necessary to make such representation or warranty or statement, in light of the circumstances under which such representation, warranty or statement was made, not misleading to a prospective purchaser of capital stock of ELC.
No Misleading Statements or Omissions. No representation or warranty of the Company herein or in the Company Financial Information, or any Schedule hereto, and no written statement or certificate furnished or to be furnished by or on behalf of the Company to the Buyer pursuant hereto or in connection with the transactions contemplated hereby, will contain as of the date hereof and on the Closing Date, any untrue statement of a material fact or will omit to state a material fact necessary in light of the circumstances to make the statements contained herein or therein not misleading.
No Misleading Statements or Omissions. Neither the Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to Jutland in connection herewith, contains any materially misleading statement, or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading.
No Misleading Statements or Omissions. Neither this Agreement nor any schedule or document attached hereto or presented to Nugget or Newco by GoHealth.md or to GoHealth.md by Nugget or Newco in connection with this Agreement or the Merger, contain or contained any materially misleading statement, or omits any material fact of statement necessary to make the other statements or facts therein set forth not materially misleading.
7.1 Validity of this Agreement. By Closing, all corporate and other proceedings required to be taken by Nugget, Newco and GoHealth.md in order to enter into and to carry out this Agreement shall have been duly and properly taken. Upon execution, this Agreement shall constitute the valid, binding and enforceable obligations of the Constituent Parties and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the GoHealth.md Shareholders and upon the successors and assigns of Nugget, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or effecting generally the enforcement of creditors rights. The execution and delivery of this Agreement and these stated terms shall not result in the breach of any of the terms or conditions of, or constitute a default under or violate the Constituent Parties' Articles of Incorporation and Bylaws thereto or any similar document of undertaking, oral or written, to which the Constituent Parties are a party to or is bound or may be affected by, nor will such execution, delivery and carrying out violate any order, writ, injunction, decree, law, rule or regulation of any court, regulatory agency or other governmental body; and the business now conducted by the Constituent Parties can continue to be so conducted after completion of the transaction contemplated hereby, with GoHealth.md as a wholly-owned subsidiary of Nugget.
No Misleading Statements or Omissions. Neither this Agreement nor any Exhibit, Schedule or Documents attached hereto or presented to FLEX and FLEX Holdings by OASIS or to OASIS by FLEX and FLEX Holdings in connection herewith, contains any materially misleading statement, or omits any fact of statement necessary to make the other statements or facts therein set forth not materially misleading.
No Misleading Statements or Omissions. None of the information furnished by HWWI for purposes of or in connection with this Agreement or with any transaction contemplated hereby, including without limitation the information contained in this Agreement and the Exhibits and Schedules hereto, in any financial statement or in any other document attached hereto or presented to the Seller and/or PIP in connection herewith, and no currently effective filing made by HWWI under the Securities Act, the Exchange Act, the rules and regulations of the SEC or the securities laws and regulations of any state, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
No Misleading Statements or Omissions. Neither this Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to AMC by the Sellers in connection herewith, contains any materially misleading statement, or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading.
No Misleading Statements or Omissions. Neither this Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to MDU or the Sellers in connection herewith contains any materially misleading statement, or omits any fact or statement necessary to make the other statements or facts herein set forth not materially misleading.
No Misleading Statements or Omissions. Neither the Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to CytRx in connection herewith contains any materially misleading statement, or omits any fact or statement necessary to make the other statements of fact therein set forth not materially misleading.
