No Undisclosed Facts Sample Clauses

No Undisclosed Facts. No representation or warranty by the Vendor or the Covenantor contained in this Agreement or in any exhibit, schedule, written statement, certificate or other document delivered or to be delivered by the Vendor pursuant to this Agreement or in connection with the consummation of the transactions contemplated hereby contains or will contain any untrue statement of a material fact, or omits or will omit to state any material facts known to the Vendor necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.
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No Undisclosed Facts. To the Knowledge of the Principals and each Seller, there are no facts which may materially affect Holdco or the Shares or the Company Shares or the ability of Buyer to wind up Holdco under the voluntary dissolution procedures of the Business Corporations Act (Ontario) or amalgamate Holdco on or following the Closing Date.
Sample 1
No Undisclosed Facts. In the course of the conduct of the purchase investigations made by the Purchaser and its representatives and agents neither the Dion Group and the Dick Group nor any of the Corporations have made any untrue statement of fact or omitted to state a fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which such statement was made.
Sample 1
No Undisclosed Facts. There are no facts which may materially affect Cimex or its shares or the ability to amalgamate Cimex with any other corporation prior to Closing which have not been previously disclosed to Parent. There are no facts which may materially affect 1291480 or its shares or the ability to amalgamate 1291480 with any other corporation prior to Closing which have not been previously disclosed to Parent. There are no facts which may materially affect 166482 or its shares or the ability to amalgamate 166482 with any other corporation prior to Closing which have not been previously disclosed to Parent.
Sample 1
No Undisclosed Facts. Except as set forth in Schedule 5.14, there are no facts which may adversely affect either of the Acquired Companies or the Purchased Shares or the ability of the Purchaser to wind-up the Acquired Companies under the voluntary dissolution procedures of the Business Corporations Act (Ontario) or to amalgamate the Acquired Companies following the Closing Time.
Sample 1
No Undisclosed Facts. There are no facts concerning Holdco which may materially affect Holdco or the Purchased Shares or the ability to wind up Holdco under the voluntary dissolution procedures of the Business Corporations Act (Canada) or to amalgamate Holdco with the Purchaser at or immediately following the Closing Time.
Sample 1

Related to No Undisclosed Facts

  • No Undisclosed Liabilities The Company has no liabilities or obligations which are material, individually or in the aggregate, which are not disclosed in the Reports and Other Written Information, other than those incurred in the ordinary course of the Company's businesses since December 31, 2000 and which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company's financial condition.

  • No Undisclosed Contracts There is no Contract or document required by the Securities Act or by the Rules and Regulations to be described in the Registration Statement, the Time of Sale Disclosure Package or in the Final Prospectus or to be filed as an exhibit to the Registration Statements which is not so described or filed therein as required; and all descriptions of any such Contracts or documents contained in the Registration Statement, the Time of Sale Disclosure Package and in the Final Prospectus are accurate and complete descriptions of such documents in all material respects. Other than as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, no such Contract has been suspended or terminated for convenience or default by the Company or any subsidiary party thereto or any of the other parties thereto, and neither the Company nor any of its subsidiaries has received notice, and the Company has no knowledge, of any such pending or threatened suspension or termination.

  • No Undisclosed Liabilities, etc As of the date hereof, there are no liabilities of the Company or any of its Subsidiaries that would be required by GAAP to be reflected on the face of the balance sheet, except (i) liabilities reflected or reserved against in the financial statements contained in the Company Reports or in the Draft 10-Q, (ii) liabilities incurred since December 31, 2016 in the ordinary course of business and (iii) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • No Undisclosed Liabilities or Events To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

  • No Undisclosed Relationships No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package.

  • No Undisclosed Material Liabilities There are no liabilities of the Company or any Subsidiary of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than:

  • No Undisclosed Material Information The sale of the Offered Securities by such Selling Stockholder pursuant to this Agreement is not prompted by any material information concerning the Company or any of its subsidiaries that is not set forth the General Disclosure Package.

  • No Material Undisclosed Liabilities The Borrower does not have on the Effective Date any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material, except as referred to or reflected or provided for in the audited financial statements as at March 31, 2016 referred to above and the footnotes thereto and unaudited financial statements for the six-month period ended September 30, 2016.

  • No Untrue Statements No representation or warranty by the Purchaser in this Agreement or in any writing furnished or to be furnished pursuant hereto, contains or will contain any untrue statement of a material fact, or omits, or will omit to state any material fact required to make the statements herein or therein contained not misleading.

  • No Untrue Information Neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading;

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