Common use of Representations Complete Clause in Contracts

Representations Complete. None of the representations or warranties made by the Company, Indemnitors or the Stockholders (as modified by the Disclosure Schedule), nor any statement made in any Schedule or certificate furnished by the Company, Indemnitors or the Stockholders pursuant to this Agreement, taken together, contains or will contain at the Closing, any untrue statement of a material fact, or omits or will omit at the 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 3 contracts

Samples: Stock Purchase Agreement (Gametech International Inc), Stock Purchase Agreement (Novothy Gerald R), Stock Purchase Agreement (Gametech International Inc)

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Representations Complete. None of the representations or warranties made by the Company, Indemnitors Company herein or the Stockholders (as modified by the Disclosure Schedule), nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, or certificate furnished by the Company, Indemnitors or the Stockholders Company pursuant to this Agreement, taken togetherwhen all such documents are read together in their entirety, contains or will contain at the Closing, Effective Time any untrue statement of a material fact, or omits or will omit at the Closing 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 3 contracts

Samples: Merger Agreement (Embarcadero Technologies Inc), Merger Agreement (Embarcadero Technologies Inc), Merger Agreement (QRS Corp)

Representations Complete. None of the The representations or warranties made by the Company, Indemnitors or the Stockholders Company (as modified by the Disclosure Schedule)) in this Agreement, nor any statement and the statements made in any Schedule exhibit, schedule or certificate furnished by the Company, Indemnitors or the Stockholders Company pursuant to this Agreement, when taken togetheras a whole, contains do not contain, or will not contain at the ClosingEffective Time, any untrue statement of a material fact, or omits omit or will omit at the Closing 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 2 contracts

Samples: Merger Agreement (Scansoft Inc), Agreement and Plan of Merger (Scansoft Inc)

Representations Complete. None of the representations or warranties made by the Company, Indemnitors Company herein or the Stockholders (as modified by the Disclosure Schedule), nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, or certificate furnished by the Company, Indemnitors or the Stockholders Company pursuant to this Agreement, taken togetherwhen all such documents are read together in their entirety, contains or will contain at the Closing, Closing Date any untrue statement of a material fact, or omits or will omit at the 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: Agreement and Plan of Reorganization (QRS Corp), Merger Agreement (Phone Com Inc)

Representations Complete. None of the representations or warranties made by the Company, Indemnitors or Company (subject to the Stockholders (as modified by the Disclosure Schedulequalifications and exceptions expressed therein), nor any statement made in any Schedule or certificate furnished by the Company, Indemnitors or the Stockholders Company pursuant to this Agreement, taken together, Agreement contains or will contain at the ClosingEffective Time, any untrue statement of a material fact, or omits or will omit at the Closing 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: Agreement and Plan of Reorganization (Electronic Transmission Corp /De/)

Representations Complete. None of the representations or warranties made by Company herein or in any Schedule, including in the Company, Indemnitors or the Stockholders (as modified by the Company Disclosure Schedule), nor any statement made in any Schedule or certificate furnished by the Company, Indemnitors or the Stockholders Company pursuant to this Agreement, taken togetherwhen all such documents are read together in their entirety, contains or will contain at the Closing, Effective Time any untrue statement of a material fact, or omits or will omit at the Closing 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 (Omega Research Inc)

Representations Complete. None of the representations or and warranties made by the Company, Indemnitors Company and the Seller herein or the Stockholders (as modified by the Disclosure Schedule), nor any statement made in any Schedule hereto, or in any certificate furnished by the Company, Indemnitors Company or the Stockholders Seller pursuant to this Agreement, taken togetherwhen all such documents are read together in their entirety, contains or will contain at the Closing, Closing any untrue statement of a material fact, or omits or will omit at the 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: Acquisition Agreement (Covad Communications Group Inc)

Representations Complete. None of the representations or warranties made by the Company, Indemnitors Company herein or the Stockholders (as modified by the Disclosure Schedule), nor any statement made in any Schedule exhibit or schedule hereto, including the Company Disclosure Letter, or in any certificate furnished by the Company, Indemnitors or the Stockholders Company pursuant to this Agreement, taken togetherwhen all such documents are read together in their entirety, contains or will contain at the Closing, any untrue statement of a material fact, or omits or will omit at the 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: Agreement and Plan of Reorganization (Synaptics Inc)

Representations Complete. None of the representations or warranties made by the Company, Indemnitors or the Stockholders Company (as modified by the Disclosure Schedule)) in this Agreement, nor any statement and none of the statements made in any Schedule exhibit, schedule or certificate furnished by the Company, Indemnitors or the Stockholders Company pursuant to this Agreement, taken togetheras a whole, contains contains, or will contain at the ClosingEffective Time, any untrue statement of a material fact, or omits or will omit at the Closing 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: Agreement and Plan of Reorganization (Brocade Communications Systems Inc)

Representations Complete. None of the representations or warranties made by the Company, Indemnitors or Company in the Stockholders (as modified by the Company Disclosure Schedule), nor any statement made in any Schedule or certificate furnished by the Company, Indemnitors or the Stockholders Company pursuant to this Agreement, taken togetherwhen all such documents are read together in their entirety, contains or will contain at the Closing, Effective Time any untrue statement of a material fact, or omits or will omit at the Closing 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 (Synergy 2000 Inc)

Representations Complete. None of the representations or warranties made by the Company, Indemnitors Company herein or the Stockholders (as modified by in the Disclosure Schedule), nor any statement made in any Schedule or certificate furnished by the Company, Indemnitors or the Stockholders Company pursuant to this AgreementAgreement or in the Company SEC Reports, taken togetherwhen all such documents are read together in their entirety, contains or will contain at the Closing, Effective Time of Merger any untrue statement of a material fact, or omits or will omit at the Closing Effective Time of Merger 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: Merger Agreement (Brady Corp)

Representations Complete. None of the representations or warranties made by the Company, Indemnitors or the Stockholders Company (as modified by the Disclosure Schedule)) in this Agreement, nor any statement made Related Agreement or in any Schedule exhibit, schedule or certificate furnished by the Company, Indemnitors or the Stockholders Company pursuant to this AgreementAgreement or a Related Agreement contains, taken together, contains or will contain at the ClosingEffective Time, any untrue statement of a material fact, or omits or will omit at the Closing 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: Agreement and Plan of Reorganization (Documentum Inc)

Representations Complete. None of the representations or warranties made by the Company, Indemnitors Shareholders and the Principals herein or in the Stockholders (as modified by the Company Disclosure Schedule), nor any statement made in any Schedule or certificate furnished by the Company, Indemnitors or Shareholders and the Stockholders Principals pursuant to this Agreement, taken togetherwhen all such documents are read together in their entirety, contains or will contain at the Closing, Effective Time any untrue statement of a material fact, or omits or will omit at the Closing 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 (Change Technology Partners Inc)

Representations Complete. None of the representations or warranties made by the Company, Indemnitors Company herein or the Stockholders (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, Indemnitors or the Stockholders Company pursuant to this Agreement, taken togetherwhen all such documents are read together in their entirety, contains or will contain at upon the Closing, consummation of the Merger any untrue statement of a material fact, or omits or will omit at upon the Closing consummation of the Merger 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 (Vicinity Corp)

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Representations Complete. None of the representations or warranties made by the Company, Indemnitors Company herein or the Stockholders (as modified by the Disclosure Schedule), nor any statement made in any Schedule or certificate furnished by the Company, Indemnitors or the Stockholders pursuant to this Agreement, taken together, Exhibit hereto contains or will contain at the Closing, Effective Time any untrue statement of a material fact, or omits or will omit at the Closing to state Effective Time 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: Merger Agreement (Boardwalk Casino Inc)

Representations Complete. None of the representations or warranties made by the Company, Indemnitors Company or the Stockholders (as modified by the Disclosure Schedule), nor any statement made Founders herein or in any Company Disclosure Schedule hereto, or certificate furnished by the Company, Indemnitors Founders or the Stockholders Company pursuant to this Agreement, taken togetherwhen all such documents are read together in their entirety, contains or will contain at the Closing, Effective Time any untrue statement of a material fact, or omits or will omit at the Closing 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 (About Com Inc)

Representations Complete. None of the representations or warranties made by the Company, Indemnitors Shareholders and the Principal herein or in the Stockholders (as modified by the Company Disclosure Schedule), nor any statement made in any Schedule or certificate furnished by the Company, Indemnitors or Shareholders and the Stockholders Principal pursuant to this Agreement, taken togetherwhen all such documents are read together in their entirety, contains or will contain at the Closing, Effective Time any untrue statement of a material fact, or omits or will omit at the Closing 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 (Synergy 2000 Inc)

Representations Complete. None of the representations or warranties made by the Company, Indemnitors Company herein or the Stockholders (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, Indemnitors or the Stockholders Company pursuant to this Agreement, taken togetherwhen all such documents are read together in their entirety, contains or will contain at the Closing, any untrue statement of a material fact, or omits or will omit at the 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: Merger Agreement (BNS Holding, Inc.)

Representations Complete. None of the representations No representation or warranties warranty made by the Company, Indemnitors or the Stockholders (as modified by the Disclosure Schedule), nor any statement made in any the Disclosure Schedule or certificate furnished by the Company, Indemnitors or the Stockholders Company pursuant to this Agreement, taken together, Agreement or any Related Agreements contains or will contain at the Closingcontain, any untrue statement of a material fact, fact or omits or will omit at the 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, therein not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Atrix Laboratories Inc)

Representations Complete. None of the representations or warranties made by the Company, Indemnitors or the Stockholders Company (as modified by the Disclosure Schedule)) in this Agreement, nor any statement and none of the statements made in any Schedule exhibit, schedule or certificate furnished by or on behalf of the Company, Indemnitors or the Stockholders Company pursuant to this Agreement, when taken togetheras a whole, contains contains, or will contain at the ClosingEffective Time, any untrue statement of a material fact, or omits or will omit at the Closing 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 (Scansoft Inc)

Representations Complete. None of the representations or warranties made by the Company, Indemnitors Company herein or the Stockholders (as modified by the Disclosure Schedule), nor any statement made in any Schedule hereto, including the Company Disclosure Schedule, or certificate furnished by the Company, Indemnitors or the Stockholders Company pursuant to this Agreement, taken togetherwhen all such documents are read together in their entirety, contains or will contain at the Closing, Closing Date any untrue statement of a material fact, or omits or will omit at the 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: Merger Agreement (Phone Com Inc)

Representations Complete. None To the Knowledge of the Company, none of the representations or warranties made by the Company, Indemnitors or the Stockholders Company in this Agreement (as modified by the Company Disclosure Schedule), nor any statement and none of the statements made in any Schedule exhibit, schedule or certificate furnished by the Company, Indemnitors or the Stockholders Company pursuant to this AgreementAgreement contains, taken together, contains or will contain at the ClosingEffective Time, any untrue statement of a material fact, or omits or will omit at the Closing 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amkor Technology Inc)

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