True, Correct and Complete Information. The information furnished to Buyer by Seller and Xxxxx prior to or on the date of this Agreement and in any Schedule referred to herein is true, correct and complete in all material respects. Such information states all material facts required to be stated therein or with respect thereto or necessary to make the statements therein or with respect thereto, in light of the circumstances under which such statements are made, true correct and complete.
True, Correct and Complete Information. The information furnished to Buyer by Seller in writing prior to or on the date of this Agreement is true, correct and complete in all material respects. Such information states all material facts required to be stated therein or with respect thereto or necessary to make the statements therein or with respect thereto, in light of the circumstances under which such statements are made, true, correct and complete. This Agreement (including the Exhibits hereto) does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained herein not misleading. There is no fact known to Seller which is not disclosed in this Agreement which materially adversely affects the accuracy of the representations and warranties contained in this Agreement or Seller's financial condition, results of operations, business or prospects.
True, Correct and Complete Information. Emeritus has no -------------------------------------- actual knowledge after due inquiry, that any of the documents, plans, surveys and other data or information prepared by parties other than Emeritus or Emeritus' agents or employees and provided to NHP in connection herewith are not true, correct and complete in all material respects and do not disclose all material facts with no material omissions with respect thereto.
True, Correct and Complete Information. All written agreements, -------------------------------------- lists, schedules, instruments, exhibits, documents, certificates, reports, statement and other writings furnished to Buyer pursuant hereto or in connection with this Agreement or the transactions contemplated hereby are and will be complete and accurate in all material respects. No representation or warranty by Seller or Shareholder contained in this Agreement, in the schedules attached hereto or in any certificate furnished or to be furnished by Seller or Shareholder to Buyer in connection herewith or pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make any statement contained herein or therein not misleading. There is no fact known to Seller or Shareholder that has specific application to Seller, the Business or the Assets (other than general economic or industry conditions) and that materially adversely affects or, as far as Seller or Shareholder can reasonably foresee, materially threatens, the assets, business, prospects, financial condition, or results of operations of Seller, the Business or the Assets that has not been set forth in this Agreement or any schedule hereto.
True, Correct and Complete Information. All written agreements, lists, schedules, instruments, exhibits, documents, certificates, reports, statement and other writings furnished to Buyer pursuant hereto or in connection with this Agreement or the transactions contemplated hereby are and will be complete and accurate in all material respects. There is no fact known to Seller that has specific application to Seller, the Business or the Assets (other than general economic or industry conditions) and that materially adversely affects or, as far as Seller can reasonably foresee, materially threatens, the assets, business, prospects, financial condition, or results of operations of Seller, the Business or the Assets that has not been set forth in this Agreement or any schedule hereto.
True, Correct and Complete Information of Exhibit A is hereby deleted in its entirety and replaced with the following.
True, Correct and Complete Information. To Seller's knowledge, all written agreements, lists, schedules, instruments, exhibits, documents, certificates, reports, books, records, statements and other writings furnished to the Buyer pursuant hereto or in connection with this Agreement or the transactions contemplated hereby are and will be complete and accurate in all material respects and have been maintained by Seller substantially in accordance with all applicable laws and regulations except where the failure to do so would not have a Material Adverse Effect. No representation or warranty by Seller contained in this Agreement, in the schedules attached hereto or in any certificate furnished or to be furnished by Seller to the Buyer in connection herewith or pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make any statement contained herein or therein not misleading.
True, Correct and Complete Information. All written agreements, lists, schedules, instruments, exhibits, documents, certificates, reports, books, records, statements and other writings furnished to the Company pursuant hereto or in connection with this Agreement or the transactions contemplated hereby are and will be complete and accurate in all material respects and have been maintained in accordance with all applicable laws and regulations. No representation or warranty by Samaritan contained in this Agreement, in the schedules attached hereto or in any certificate furnished or to be furnished by Samaritan to the Company in connection herewith or pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make any statement contained herein or therein not misleading. There is no fact known to Samaritan that has specific application to Samaritan, the Business or the Assets (other than general economic or industry conditions) and that materially adversely affects or, as far as Samaritan can reasonably foresee, materially threatens, the assets, business, prospects, financial condition, or results of operations of Samaritan, the Business or the Assets that has not been set forth in this Agreement or any schedule hereto.
True, Correct and Complete Information. To the best of Sabacol's knowledge, all written agreements, lists, schedules, instruments, exhibits, documents, certificates, reports, statement and other writings furnished to the Omimex Group pursuant hereto or in connection with this Agreement or the transactions contemplated hereby are and will be complete and accurate in all material respects. No representation or warranty by Sabacol contained in this Agreement, in the schedules attached hereto or in any certificate furnished or to be furnished by Sabacol to the Omimex Group in connection herewith or pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make any statement contained herein or therein not misleading. There is no fact known to Sabacol that has specific application to the Sabacol Assets (other than general economic or industry conditions) and that could have a Sabacol Material Adverse Effect that has not been set forth in this Agreement or any schedule hereto. Sabacol has not entered into any letter of intent, preliminary agreement or other contract with any other party that would be inconsistent with the terms of this Agreement.
True, Correct and Complete Information. To the best knowledge of each of the Omimex Group, all written agreements, lists, schedules, instruments, exhibits, documents, certificates, reports, statement and other writings furnished to Sabacol pursuant hereto or in connection with this Agreement or the transactions contemplated hereby are and will be complete and accurate in all material respects. No representation or warranty by any of the Omimex Group contained in this Agreement, in the schedules attached hereto or in any certificate furnished or to be furnished by any of the Omimex Group to Sabacol in connection herewith or pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make any statement contained herein or therein not misleading. There is no fact known to any of the Omimex Group that has specific application to the OPI Assets (other than general economic or industry conditions) and that could have an OPI Material Adverse Effect that has not been set forth in this Agreement or any schedule hereto. Each of the Omimex Group has not entered into any letter of intent, preliminary agreement or other contract with any other party that would be inconsistent with the terms of this Agreement.
