Common use of Representations Complete Clause in Contracts

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or (as modified by the Disclosure Schedule) in this Agreement, and none of the statements made in any Schedule heretoexhibit, including the Company Disclosure Schedule, schedule or in any certificate furnished by the Company pursuant to this AgreementAgreement contains, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time, any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or and warranties made by the Sellers or the Company herein or herein, nor any statement made in any Exhibit, Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact required to be stated therein, or necessary in order to make the statements contained herein or thereinmade, in the light of the circumstances under which they were made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure ScheduleLetter, or in any certificate furnished delivered by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company Acquiror herein or in any Schedule hereto, including the Company Acquiror Disclosure Schedule, or in any certificate furnished by the Company Acquiror pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure ScheduleLetter, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Closing any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, Letter when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, or the Company SEC Documents, when all such documents are read together in their entirety, contains or will shall contain upon at the consummation of the Offer Closing any untrue statement of a material fact, or omits or will shall omit upon at the consummation of the Offer Closing to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or ------------------------ warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, or the Company SEC Documents, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure ScheduleLetter, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, Agreement contains or will contain upon at the consummation of the Offer Closing any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not false or misleading.

Representations Complete. None of the representations or warranties ------------------------ made by the Company herein or (as modified by the Disclosure Letter), nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, schedule or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure ScheduleLetter, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein in this Agreement, the Related Agreements or in any Schedule heretoexhibit or schedule hereto or thereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreementthereto, when all such documents are read together taking into account the disclosures set forth in their entiretythe SEC Documents, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not false or misleading.

Representations Complete. None of the representations or warranties made by the Company herein or (as modified by the Disclosure Schedule) in this Agreement, and none of the statements made in any Schedule heretoexhibit, including the Company Disclosure Schedule, schedule or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, Agreement contains or will contain upon the consummation of the Offer any untrue statement of a material fact, fact or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including (as modified by the Company Disclosure Schedule) in this Agreement, or and none of the statements made in any exhibit, schedule or certificate furnished by the Company pursuant to this AgreementAgreement contains, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time, any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including (as modified by the Company Disclosure Schedule) in this Agreement, or and none of the statements made in any exhibit, schedule or certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entiretycontains, contains or will contain upon at the consummation of the Offer Closing, any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure ScheduleLetter, or in any certificate furnished delivered by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or ------------------------ warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None To the knowledge of the Company, none of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure ScheduleLetter, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or the Shareholders (as modified by the Disclosure Schedule) in this Agreement and none of the statements made in any Schedule heretoexhibit, including the Company Disclosure Schedule, schedule or in any certificate furnished by the Company or the Shareholders pursuant to this Agreement, when all such documents are read together in their entirety, Agreement contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Shareholders or the Company herein or in any Company Disclosure Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Shareholders or the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Closing Date any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing Date to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None Without limiting in any way any representations or warranties made by the Shareholders, none of the representations or warranties made by the Company herein or in any Schedule hereto, including Shareholders (as modified by the Company Disclosure Schedule), or nor any statement made in any Schedule or certificate furnished by the Company any Shareholder pursuant to this Agreement, when all such documents are read together in their entirety, Agreement contains or will contain upon at the consummation of the Offer Closing, any untrue statement of a material fact, fact or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or (as modified by the Company Schedules), nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, schedule or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, Agreement contains as of the date of this Agreement or will contain upon at the consummation of the Offer Effective Time, any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Seller and the Company herein or in any Exhibit or Schedule hereto, including the Company Disclosure ScheduleLetter, or in any certificate furnished delivered by the Seller and/or the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein (as qualified by the Disclosure Schedule) or in any Schedule exhibit hereto, including the Company Disclosure Schedule, or in any certificate written statement furnished to Purchaser by the Company pursuant to this Agreementhereto or in connection with the transactions contemplated hereby, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Closing Date any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing Date to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company or the Company Shareholder herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or ------------------------ warranties made by the Company herein or in any Schedule schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, or the Company SEC Documents, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule Ancillary Agreement or schedule or exhibit hereto, including the Company Disclosure Schedule, or in any certificate or other document furnished by the Company pursuant to this Agreement, when all such documents are read together Agreement or in their entiretyconnection with the transactions contemplated hereby, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer omits, to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company or Seller herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished delivered by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein in this Agreement or in any Schedule attachment hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Closing any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Representations Complete. None of the representations or and warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure ScheduleSchedules, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Closing any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company and the US Subsidiary herein or in any Exhibit or Schedule hereto, including the Company Disclosure ScheduleLetter, or in any certificate furnished by the Company pursuant to this AgreementAgreement or the other Transaction Documents, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule Schedule, attached hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company or any of its subsidiaries pursuant to this Agreement, when all such documents are read together in their entiretyor the SEC Documents, contains or will contain upon at the consummation of the Offer Closing Date any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing Date to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None To the Company’s knowledge, none of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure ScheduleLetter, or in any certificate furnished Company Closing Certificate delivered by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or Company, nor any statement made in any Schedule heretolist or other statement separately certified by the Company, including the Company Disclosure Schedule, Exhibit or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material factfact at the Effective Time, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company or Company Shareholders herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company Corporation herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company Corporation pursuant to this Agreement, or the SEC Reports, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading. The Corporation has not provided Purchaser any material non-public information.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Disclosure Letter, in any Company Disclosure Schedule, SEC Filing or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.. Table of Contents ARTICLE IV

Representations Complete. None of the representations or --------------- warranties made by the Company herein or the Shareholders (as modified by the Disclosure Schedule), nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company or the Shareholders pursuant to this Agreement, when all such documents are read together in their entirety, Agreement contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties ------------------------ made by the Company herein or (as modified by the Disclosure Schedules) in this Section 3, nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, schedule or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, Agreement contains or will contain upon at the consummation of the Offer Closing, any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished delivered by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, or the Company SEC Documents, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Exhibit or Schedule hereto, including the Company Disclosure ScheduleSchedules, or in any certificate furnished Ancillary Document delivered by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company or the Company Stockholders herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure ScheduleLetter, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Closing any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule Ancillary Agreement or schedule or exhibit hereto, including the Company Disclosure Schedule, or in any certificate or other document furnished by the Company pursuant to this Agreement, when all such documents are read together Agreement or in their entiretyconnection with the transactions contemplated hereby, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, fact or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished delivered by the any Acquired Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Indemnifying Shareholders (as modified by the Company Disclosure Schedule), or nor any statement made in any Schedule or certificate furnished by the Company or of the Indemnifying Shareholders pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Closing Date, any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing Date to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Closing any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None To the Knowledge of the Company, none of the representations or warranties made by the Company herein or (as modified by the Disclosure Schedule) in this Agreement, and none of the statements made in any Schedule heretoexhibit, including the Company Disclosure Schedule, schedule or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read taken together in their entiretyas a whole, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not false or misleading.

Representations Complete. (a) None of the representations or warranties made by the Company herein in this Agreement or any ancillary agreements, nor any statement made in any Section of the Disclosure Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this AgreementAgreement or any ancillary agreement at the Closing, when all such documents are read together in their entiretytaken together, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any exhibit or Schedule hereto, including the Company Sellers’ Disclosure ScheduleLetter, or in any certificate furnished by the Sellers’ Agent or the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Closing any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or --------------- -------- warranties made by the Company herein or in any Schedule schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or (as modified by the Disclosure Schedule) in this Agreement, and none of the statements made in any Schedule heretoexhibit, including the Company Disclosure Schedule, schedule or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, fact or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule Ancillary Agreement or schedule or exhibit hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entiretycontains, contains or will contain upon at the consummation of the Offer Effective Time, any untrue statement of a material fact, or omits omits, or will omit upon at the consummation of the Offer Effective Time, to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, hereto or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including (as modified by the Company Disclosure ScheduleSchedules), or nor any statement made in any schedule or certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None To the knowledge of the Company, none of the representations or warranties made by the Company herein or in any Schedule exhibit or schedules hereto, including the Company Disclosure ScheduleLetter, or in any certificate furnished delivered by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Disclosure Letter, in any Company Disclosure Schedule, SEC Filing or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein Company, nor any statement made in the Disclosure Schedule or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material factfact at the Effective Time, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleadingmisleading at the Effective Time.

Representations Complete. None To the Knowledge of the Company, none of the representations or warranties made by the Company herein or in any Schedule hereto, including this Agreement (as modified by the Company Disclosure Schedule), or and none of the statements made in any exhibit, schedule or certificate furnished by the Company pursuant to this AgreementAgreement contains, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Closing, any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company or any of the Target Companies pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleadingmisleading in any material respect.

Representations Complete. None To the Securities Act Knowledge of the Company, none of the representations or warranties made by the Company herein in this Agreement or any Related Agreement, nor any statement made in any Company Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entiretytaken together, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Representations Complete. None of the representations or warranties made by the Stockholders or the Company herein or in any Company Disclosure Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Closing Date any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing Date to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure ScheduleLetter, or in any 36- certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the any Company Party herein or in any Schedule or Exhibit hereto, including the Company Disclosure Schedule, or in any certificate furnished by the any Company Party pursuant to this AgreementAgreement or any written statement furnished to Parent pursuant hereto or in connection with the Contemplated Transactions, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Exhibit or Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein Companies in this Agreement or any Ancillary Agreement, nor any statement made in any the Disclosure Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company Companies pursuant to this Agreement or any Ancillary Agreement, when all such documents are read together in their entiretytaken together, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Representations Complete. None of the representations or warranties made by the Company and the Seller herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company or the Seller pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon on the consummation of the Offer Closing Date any untrue statement of a material fact, or or, in the case of the Disclosure Schedule, omits or will omit upon on the consummation of the Offer Closing Date to state any material fact necessary in order required to make the statements contained herein or be stated therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Company Disclosure Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or ------------------------ warranties made herein by the Company herein or in any Schedule hereto, including and the Shareholders (as modified by the Company Disclosure Schedule), or nor any statement made in any schedule or certificate furnished by the Company or the Shareholders pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time, any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Representations Complete. None of the representations or warranties ------------------------ made by the Company herein or Company, nor any statement made in any Schedule heretolist or other statement separately certified by the Company, including the Company Disclosure Schedule, Exhibits or in any certificate certificates furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material factfact at the Effective Time, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None To the Company’s Knowledge, none of the representations or warranties (read in conjunction with the Company Disclosure Schedule) made by the Company herein in this Agreement or any Related Agreement, nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, Schedule or in any certificate furnished by the Company pursuant to this Agreement or any Related Agreement, when all such documents are read together in their entiretytaken together, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements such representations and warranties contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, or the Company SEC Documents, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they are made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or the Selling Securityholders (as modified by the Disclosure Schedule hereunder), nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, schedule or in any certificate furnished by the Company or the Selling Securityholders pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Closing, any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing, to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Exhibit or Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure ScheduleSchedule or exhibit hereto, or in any and no certificate furnished by the Company pursuant to this AgreementAgreement contain, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time, any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Closing any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Closing to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule schedule hereto, including the Company Disclosure ScheduleSchedules, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under and time at which made, not misleading.

Representations Complete. None of the representations or ------------------------ warranties made by the Company herein or in any Exhibit or Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company Members herein or in any Schedule schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company Members pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleadingmisleading in any material respect.

Representations Complete. None of the representations or warranties ------------------------ made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or and warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure ScheduleLetter, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon or, to the consummation Knowledge of the Offer Company, omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule schedule hereto, including the Company Disclosure ScheduleSchedules, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under and time at which made, not misleading.

Representations Complete. None To the Company's knowledge, none of the ------------------------ representations or warranties made by the Company herein or (as modified by the Company Schedules), nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, fact or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or Company, nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, Exhibit or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material factfact at the Effective Time, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure ScheduleSchedules, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties ------------------------- made by the Company herein or the Shareholders (as modified by the Disclosure Schedule), nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company or the Shareholders pursuant to this Agreement, when all such documents are read together in their entirety, Agreement contains or will contain upon at the consummation of the Offer Effective Time any untrue statement of a material fact, or omits or will omit upon at the consummation of the Offer Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or (as modified by the Company's Schedules), nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, Agreement contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or ------------------------ warranties made by the Company or Shareholders herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or any Shareholder (as modified by the Disclosure Schedule), nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company or any Shareholder pursuant to this Agreement, when all such documents are read together in their entirety, Agreement contains or will contain upon at the consummation of the Offer Closing, any untrue statement of a material fact, fact or to their knowledge omits or will omit upon at the consummation of the Offer Closing to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None To the knowledge of the Company, as of the Agreement Date, none of the representations or warranties made by the Company herein or in any Schedule exhibit or schedule hereto, including the Company Disclosure ScheduleLetter, or in any certificate furnished delivered by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company herein or Company, nor any statement made in any Schedule heretolist or other statement separately certified by the Company, including the Company Disclosure Schedule, Exhibits or in any certificate certificates furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material factfact at the Effective Time, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.