Common use of Representations Complete Clause in Contracts

Representations Complete. None of the representations or warranties made by Purchaser herein or in any Schedule hereto, or in any certificate furnished by Purchaser 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.

Appears in 11 contracts

Samples: Merger Agreement (Sl Industries Inc), Merger Agreement (Fox & Hound Restaurant Group), Merger Agreement (Safenet Inc)

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Representations Complete. None of the representations or warranties made by Purchaser herein or Buyer, nor any statement made in any Schedule hereto, document or in any certificate furnished by Purchaser Buyer 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 they were made, not misleading.

Appears in 5 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Salem Media Group, Inc. /De/), Asset Purchase Agreement (Salem Media Group, Inc. /De/)

Representations Complete. None of the representations or warranties made by the Purchaser herein or in any Schedule hereto, or in any certificate furnished by the Purchaser 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Jupiter Communications Inc), Stock Purchase Agreement (Liveperson Inc)

Representations Complete. None of the representations or warranties made by Purchaser Buyer herein or in any Schedule hereto, or in any certificate furnished by Purchaser Buyer 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Fiberstars Inc /Ca/), Asset Purchase Agreement (Fiberstars Inc /Ca/)

Representations Complete. None of the representations or warranties made by Purchaser Seller herein or in any Schedule hereto, or in any certificate furnished by Purchaser Seller 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Fiberstars Inc /Ca/), Asset Purchase Agreement (Fiberstars Inc /Ca/)

Representations Complete. None of the representations or warranties made by Purchaser herein or in any Schedule hereto, Transaction Document or in any certificate or other instrument furnished by Purchaser pursuant to this AgreementAgreement or any Transaction Document, when all such documents are read together in their entirety, contains or will contain upon the consummation as of the Offer Closing any untrue statement of a material fact, or omits or will omit upon the consummation as 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.

Appears in 1 contract

Samples: Asset Purchase Agreement

Representations Complete. None of the representations or warranties made by Purchaser any Seller herein or in any Schedule exhibit or schedule hereto, including the Seller Disclosure Letter, or in any certificate furnished by Purchaser any Seller 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Idx Systems Corp)

Representations Complete. None of the representations or warranties made by Purchaser herein or in any Schedule schedule hereto, including the Purchaser Disclosure Schedule, or in any certificate furnished by Purchaser 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landec Corp \Ca\)

Representations Complete. None To the knowledge of Purchaser, none of the representations or warranties made by Purchaser herein or in herein, nor any Schedule hereto, or statement made in any certificate furnished by Purchaser 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.

Appears in 1 contract

Samples: Asset Purchase Agreement

Representations Complete. None of the representations or warranties ------------------------ made by Purchaser Buyer herein or in any Schedule hereto, or in any certificate furnished by Purchaser Buyer 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.,

Appears in 1 contract

Samples: Asset Purchase Agreement (Synopsys Inc)

Representations Complete. None of the representations or warranties made by Purchaser herein or in any Schedule hereto, attachment hereto or in any certificate furnished by Purchaser 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.. SECTION 7

Appears in 1 contract

Samples: Stock Purchase Agreement (Business Resource Group)

Representations Complete. None of the representations representations, warranties or warranties statements made by Purchaser Acquiror herein or in any Schedule hereto, including the Acquiror Disclosure Letter, or in any certificate furnished by Purchaser Acquiror 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Quintus Corp)

Representations Complete. None of the representations or warranties made by Purchaser Acquiror herein or in any Schedule or Exhibit hereto, or in any certificate furnished by Purchaser Acquiror pursuant to this AgreementAgreement in connection with the transactions contemplated hereby, when all such documents are read together in their entirety, contains contain, 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.

Appears in 1 contract

Samples: Merger Agreement (Active Network Inc)

Representations Complete. None of the representations or ------------------------ warranties made by Purchaser Buyer herein or in any Schedule hereto, including the Buyer Disclosure Schedule, or in any certificate furnished by Purchaser the Parent 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Prosofttraining Com)

Representations Complete. None of the representations or warranties ------------------------ made by Purchaser Seller or the Shareholder herein or in any Schedule hereto, including the Seller Disclosure Schedule, or in any certificate furnished by Purchaser Seller 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Microtune Inc)

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Representations Complete. None of the representations or warranties made by Purchaser Seller herein or in any Schedule heretothe Disclosure Schedule, or in any certificate furnished by Purchaser Seller pursuant to this Agreement, when all such documents are read together in their entiretytaken as a whole, 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Glenayre Technologies Inc)

Representations Complete. None of the representations or warranties made by Purchaser the Seller herein or in any Schedule hereto, exhibit or schedule hereto or in any agreement or certificate entered into or furnished by Purchaser the Seller 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.

Appears in 1 contract

Samples: Intellectual Property Purchase Agreement (Firma Holdings Corp.)

Representations Complete. None of No representation or warranty by the representations or warranties Sellers contained herein, nor any statement made by Purchaser herein or in any Schedule heretoor certificate furnished by, or in any certificate furnished by Purchaser on behalf of, the Sellers pursuant to this Agreement, when all such documents are read together in their its entirety, contains contains, or will contain upon the consummation of the Offer contain, 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 herein, or therein, in the light of the circumstances under which made, not misleadingfalse or misleading in any material respect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sunsource Inc)

Representations Complete. 22.1 None of the representations or warranties made by Purchaser the Seller herein or in any Schedule Appendix or Annex hereto, or in any certificate furnished by Purchaser the Seller pursuant to this AgreementAgreement or any written statement furnished to the Purchaser pursuant hereto or in connection with the transactions contemplated hereby, 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.

Appears in 1 contract

Samples: Agreement for the Sale and Purchase of Shares (G Iii Apparel Group LTD /De/)

Representations Complete. None of the representations or warranties made by Purchaser herein (as modified by the Purchaser Disclosure Letter) in this Agreement, and none of the statements made in the Purchaser Disclosure Letter or in any Schedule heretoexhibit, schedule or in any certificate furnished by Purchaser 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.

Appears in 1 contract

Samples: Share Exchange Agreement (Trans-India Acquisition Corp)

Representations Complete. None of the representations or warranties made by Purchaser the Sellers herein or in any Schedule hereto, Ancillary Agreements or in any certificate or other instrument furnished by Purchaser any Seller pursuant to this AgreementAgreement or any Ancillary Agreements, when all such documents are read together in their entirety, contains or will contain upon the consummation as of the Offer Closing any untrue statement of a material fact, or omits or will omit upon the consummation as 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 are made, not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Frontier Oilfield Services Inc)

Representations Complete. None of the representations or warranties made by Purchaser Seller herein or in any Exhibit or Schedule hereto, hereto or in any certificate furnished by Purchaser Seller 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, 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 and therein, in the light of the circumstances under which such statements were made, not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cheetah Mobile Inc.)

Representations Complete. None of the representations or warranties made by Purchaser herein or the Purchaser, nor any statement made in any Schedule heretoexhibit, schedule, or in any certificate furnished by the Purchaser 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 manual 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.

Appears in 1 contract

Samples: Purchase and Sale of Assets (La Jolla Fresh Squeezed Coffee Co Inc)

Representations Complete. None of the representations or ------------------------ warranties made by Purchaser herein Seller or any Stockholder in this Agreement or in any Schedule attachment hereto, including the Seller Disclosure Letter, or in any certificate furnished by Purchaser Seller 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 they were made, not misleading.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Phoenix Technologies LTD)

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