Common use of No Misrepresentation Clause in Contracts

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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this AgreementAgreement or any of the other Documents, any schedule, annex or exhibit hereto and or thereto or any agreement, instrument or certificate furnished by the Company to the Investors Holder pursuant to this Agreement, do not contain Agreement contains any untrue statement of a material fact or omit omits 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, therein not misleading.

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 Investor 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this AgreementAgreement or any of the other Documents, any schedule, annex or exhibit hereto and or thereto or any agreement, instrument or certificate furnished by the Company to the Investors Buyer pursuant to this Agreement, do not contain Agreement contains any untrue statement of a material fact or omit omits 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, therein not misleading.

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

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, any schedule, annex or exhibit hereto and or any agreement, instrument or certificate furnished by the Company to the Investors Buyer pursuant to this Agreement, do not contain contains any untrue statement of a material fact or omit omits 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, any schedule, annex or exhibit hereto and or any agreement, instrument or certificate furnished by the Company to the Investors Investor pursuant to this Agreement, do not contain contains any untrue statement of a material fact or omit omits 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this AgreementAgreement or any of the other Documents, any schedule, annex or exhibit hereto and or thereto or any agreement, instrument or certificate furnished by the Company to the Investors Purchaser pursuant to this Agreement, do not contain Agreement contains any untrue statement of a material fact or omit omits 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, therein not misleading.

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 Lenders 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, any schedule, annex or exhibit hereto and or any agreement, instrument or certificate furnished by the Company to the Investors pursuant to this Agreement, do not contain contains any untrue statement of a material fact or omit omits 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.

No Misrepresentation. The representations and warranties of the Company Investor contained in this Agreement, any schedule, annex or exhibit hereto and any agreement, instrument or certificate furnished by the Company Investor to the Investors Company 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.

No Misrepresentation. The representations and warranties of No representation, warranty or statement by the Company contained in this Agreement, any scheduleother Transaction Document, annex or exhibit hereto and in any agreementExhibit, instrument Schedule, Appendix, statement or certificate furnished by the Company to the Investors Investor pursuant to this Agreementany Transaction Document, do not contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements thereinmade herein, in the light of the circumstances under which they were made, true, accurate and not misleadingmisleading in any material respect.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, any schedule, annex or exhibit hereto and or any agreement, instrument or certificate furnished by the Company to the Investors Buyer pursuant to this Agreement, do not contain contains any untrue statement of a material fact or omit omits 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.

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.

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 Investor 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.

No Misrepresentation. The representations and warranties of the Company contained in this Agreement, any schedule, annex No disclosure made against a representation or exhibit hereto and any agreement, instrument or certificate furnished warranty by the Company to the Investors pursuant to in this Agreement, do not contain Agreement (including exhibits and/or schedules thereto) contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements thereinmade herein, in light of the circumstances under which they were made, not misleading.

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

No Misrepresentation. The representations and warranties of the Company (when read in conjunction with the Disclosure Letter) 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 Agreementhereto, 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, any schedule, annex or exhibit hereto and or any agreement, instrument or certificate furnished by the Company to the Investors pursuant to this Agreement, do not contain contains any untrue statement of a material fact or omit omits 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.

No Misrepresentation. The representations and warranties No representation or warranty 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 contains any untrue statement of a material fact or omit omits 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.

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 Agreementhereto, 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, any schedule, annex or exhibit hereto and or any agreement, instrument or certificate furnished by the Company to the Investors Buyer pursuant to this Agreement, do not contain contains any untrue statement of a material fact or omit omits 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, therein not misleading.

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

No Misrepresentation. The representations and warranties No representation or warranty of the --------------------- Company contained in this Agreement, any schedule, annex or exhibit hereto and or any agreement, instrument or certificate furnished by the Company to the Investors Investor pursuant to this Agreement, do not contain contains any untrue statement of a material fact or omit omits 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, Agreement or any schedule, annex other Transaction Document or exhibit in the Disclosure Schedule hereto and or in any agreement, certificate or other instrument or certificate furnished by the Company to the Investors pursuant to this Agreement, do not contain Purchaser in connection herewith contains any untrue statement of a material fact or omit omits 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, contained herein or therein not misleading.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, Agreement or in any schedule, annex schedule hereto or exhibit hereto and in any agreement, certificate or other instrument or certificate furnished by the Company to the Investors Purchaser pursuant to this Agreementthe terms hereof, do not contain contains any untrue statement of a material fact or omit omits 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, contained herein or therein not misleading.

No Misrepresentation. The Except as set forth in the Disclosure Schedule, 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 Investor 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, any schedule, annex or exhibit hereto and or any agreement, instrument or certificate furnished by the Company to the Investors pursuant to this Agreement, do not contain contains any untrue statement of a material fact or omit omits 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. ARTICLE V Covenant of the Investor

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this AgreementAgreement or any of the other Transaction Agreements, any schedule, annex or exhibit hereto and or thereto or any agreement, instrument or certificate furnished by the Company to the Investors Purchaser pursuant to this Agreement, do not contain Agreement contains any untrue statement of a material fact or omit omits 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, therein not misleading.

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 Investor 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, Agreement or in any schedule, annex schedule hereto or exhibit hereto and in any agreement, certificate or other instrument or certificate furnished by the Company to the Investors Purchaser pursuant to this Agreementthe terms hereof, do not contain contains any untrue statement of a material fact or omit omits 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, contained herein or therein not misleading.

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.. 18

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, any schedule, annex or exhibit hereto and or any agreement, instrument or certificate furnished by the Company to the Investors pursuant to this Agreement, do not contain contains any untrue statement of a material fact or omit omits 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. ARTICLE V Covenant of the Investor The Investor covenants and agrees with the Company as follows:

No Misrepresentation. The representations and warranties No representation or warranty of the Company or any Shareholder contained in this Agreement, Agreement or any schedule, annex other Transaction Document or exhibit in any Schedule hereto and or thereto or in any agreement, certificate or other instrument or certificate furnished by the Company to Purchaser pursuant to the Investors pursuant to this Agreement, do not contain terms hereof or thereof contains any untrue statement of a material fact or omit omits 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, contained herein or therein not misleading.

No Misrepresentation. The representations and warranties of the Company -------------------- Investor contained in this Agreement, any schedule, annex or exhibit hereto and any agreement, instrument or certificate furnished by the Company Investor to the Investors Company 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.

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

No Misrepresentation. The representations and warranties No representation or warranty -------------------- of the Company or the Shareholder contained in this Agreement, Agreement or in any schedule, annex schedule hereto or exhibit hereto and in any agreement, certificate or other agreement or instrument or certificate furnished by the Company or the Shareholder to the Investors Purchaser pursuant to this Agreement, do not contain the terms hereof contains any untrue statement of a material fact or omit omits 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, contained herein or therein not misleading.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, Agreement or any schedule, annex or exhibit hereto and or thereto or any agreement, instrument or certificate furnished by the Company to the Investors Purchaser pursuant to this Agreement, do not contain Agreement contains any untrue statement of a material fact or omit omits 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, therein not misleading.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, any schedule, annex or exhibit hereto and or any agreement, instrument or certificate furnished by the Company to the Investors Buyer or Xxxxx pursuant to this Agreement, do not contain contains any untrue statement of a material fact or omit omits 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.

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 Investor pursuant to this Agreement, do not knowingly contain any untrue statement of a material fact or knowingly 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.

No Misrepresentation. The representations and warranties of the Company contained in this Agreement, any schedule, annex No representation or exhibit hereto and any agreement, instrument or certificate furnished warranty by the Company to or the Investors pursuant Stockholders in this agreement (including the schedules and exhibits to this Agreement, do not contain agreement) contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, contained in light this agreement (including the schedules and exhibits to this agreement) not misleading. All of the circumstances under which they were made, not misleadingrepresentations and warranties of the Company and the Stockholders shall be true as of the Effective Time.

No Misrepresentation. The representations and warranties No representation or warranty of the Company Companies contained in this AgreementAgreement or in any schedule hereto or in any certificate or other instrument furnished, any scheduleor to be furnished, annex or exhibit hereto and any agreement, instrument or certificate furnished by the Company Companies to the Investors Purchaser pursuant to this Agreementthe terms hereof, do not contain contains, or will contain, any untrue statement of a material fact fact, or omit omits, or will 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, contained herein or therein not misleading.

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 Investor 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. ARTICLE V Covenants of the Investor

No Misrepresentation. The Except as set forth in the Disclosure Schedule, 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, any schedule, annex or exhibit hereto and or any agreement, instrument or certificate furnished by the Company to the Investors pursuant to this Agreement, do not contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or 17 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Misrepresentation. The representations and warranties of the Company contained in this Agreement, any schedule, annex or exhibit hereto Agreement and any agreement, instrument or certificate furnished by each other Transaction Document to which the Company to the Investors pursuant to this Agreement, is a party 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, Agreement or in any schedule, annex schedule hereto or exhibit hereto and in any agreement, certificate or other instrument or certificate furnished by the Company to the Investors Purchaser pursuant to this Agreementthe terms hereof, do not contain contains any untrue statement of a material fact or omit omits 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, contained herein or therein not misleading.

No Misrepresentation. The representations and warranties of the Company contained in this Agreement, any schedule, annex schedule 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.

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 as amended by the Company to the Investors pursuant to this Agreement, Disclosure Schedule 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, any schedule, annex or exhibit hereto and or any agreement, instrument or certificate furnished by the Company to the Investors Investor pursuant to this Agreement, do not contain contains any untrue statement of a material fact FORM OF or omit omits 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.

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

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

No Misrepresentation. The representations and warranties of the Company contained in this Agreement, any schedule, annex or exhibit hereto and any a ny 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this AgreementAgreement or any of the other Documents, any schedule, annex or exhibit hereto and or thereto or any agreement, instrument or certificate furnished by the Company to the Investors Holder pursuant to this Agreement, do not contain Agreement contains any untrue statement of a material fact or omit omits 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, therein not misleading.. O.

No Misrepresentation. The representations and warranties No representation or warranty of the -------------------- Company contained in this Agreement, Agreement (including the schedules hereto) or in any schedule, annex or exhibit hereto and any agreement, instrument or certificate Transaction Document furnished by the Company to the Investors Purchaser pursuant to this Agreement, do not the terms hereof contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

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 Lenders 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, any schedule, annex or exhibit hereto and or any agreement, instrument or certificate furnished by the Company to the Investors Investor pursuant to this Agreement, do not contain contains 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.or

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, Agreement or in any schedule, annex schedule hereto or exhibit hereto and in any agreement, certificate or other instrument or certificate furnished by the Company to the Investors Shareholders pursuant to this Agreementthe terms hereof, do not contain contains any untrue statement of a material fact or omit omits 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, contained herein or therein not misleading.

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

No Misrepresentation. The representations and warranties of the Company contained set forth in this Agreement, Agreement or any schedule, annex or exhibit hereto and any agreement, instrument or certificate furnished by of the Company to the Investors pursuant to this Agreement, Transaction Documents 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, contained herein or therein in light of the circumstances under in which they were made, not misleadingmisleading as of the Closing Date.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, any schedule, annex or exhibit hereto and or any agreement, instrument or certificate furnished by the Company to the Investors Buyer pursuant to this Agreement, do not contain contains any untrue statement of a material fact or omit omits 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. IV.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, Agreement or in any schedule, annex Schedule hereto or exhibit hereto and in any agreement, certificate or other instrument or certificate furnished by the Company to the Investors Purchaser pursuant to this Agreementthe terms hereof, do not contain contains any untrue statement of a material fact or omit omits 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, contained herein or therein not misleading.

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, when taken as a whole, 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this AgreementAgreement or any of the other Transaction Documents, any schedule, annex or exhibit hereto and or thereto or any agreement, instrument or certificate furnished by the Company to the Investors Purchaser pursuant to this Agreement, do not contain Agreement contains any untrue statement of a material fact or omit omits 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, therein not misleading.

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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, any schedule, annex or exhibit hereto and or any agreement, instrument or certificate furnished by the Company to the Investors such Purchasers pursuant to this Agreement, do not contain contains any untrue statement of a material fact or omit omits 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.

No Misrepresentation. The representations and warranties No representation or warranty of the Company or the Sellers contained in this Agreement, Agreement or in any schedule, annex schedule hereto or exhibit hereto and in any agreement, certificate or other instrument or certificate furnished by the Company and/or the Sellers to the Investors Company pursuant to this Agreementthe terms hereof, do not contain contains any untrue statement of a material fact or omit omits 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, contained herein or therein not misleading.

No Misrepresentation. The representations and warranties No representation or warranty of the Company contained in this Agreement, Agreement or the Loan Documents or any schedule, annex or exhibit hereto and or thereto or any agreement, instrument or certificate furnished by the Company to the Investors Lender pursuant to this Agreement, do not contain Agreement contains any untrue statement of a material fact or omit omits 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, therein not misleading.