Common use of Completeness of Disclosure Clause in Contracts

Completeness of Disclosure. No representation or warranty by the Purchaser in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to the Vendor pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 8 contracts

Samples: Purchase and Sale Agreement (Mobetize, Corp.), Purchase and Sale Agreement (Mobetize, Corp.), Asset Acquisition Agreement (Medical Care Technologies Inc.)

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Completeness of Disclosure. No representation or warranty by the Purchaser Seller in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Purchaser pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Sensory Science Corp), Assets Purchase Agreement (Minnesota Mining & Manufacturing Co), Plan of Reorganization and Asset Purchase Agreement (3m Co)

Completeness of Disclosure. No representation or warranty by the Purchaser Vendor in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to the Vendor Purchaser pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 6 contracts

Samples: Asset Acquisition Agreement (Medical Care Technologies Inc.), Interferon Asset Acquisition Agreement (A5 Laboratories Inc.), Cro Asset Acquisition Agreement (A5 Laboratories Inc.)

Completeness of Disclosure. No representation or warranty by the Purchaser Company or any Selling Shareholder in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to the Vendor Catalyst pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 5 contracts

Samples: Purchase and Share Exchange Agreement (Catalyst Group Holdings Corp.), Purchase and Share Exchange Agreement (Catalyst Group Holdings Corp.), Purchase and Share Exchange Agreement (Catalyst Group Holdings Corp.)

Completeness of Disclosure. No representation or warranty by the Purchaser in this Agreement nor in any Disclosure Schedule, certificate, schedule, statement, document or instrument furnished or to be furnished to Seller pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Advanced Polymer Systems Inc /De/), Industrial Lease Agreement (Adams Laboratories, Inc.), Industrial Lease Agreement (Adams Respiratory Therapeutics, Inc.)

Completeness of Disclosure. No representation or warranty by the Purchaser Seller in this Agreement nor in any Disclosure Schedule, certificate, schedule, statement, document or instrument furnished or to be furnished to Purchaser pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Advanced Polymer Systems Inc /De/), Industrial Lease Agreement (Adams Laboratories, Inc.), Industrial Lease Agreement (Adams Respiratory Therapeutics, Inc.)

Completeness of Disclosure. No representation or warranty by the Purchaser Buyer in this Agreement nor Agreement, and no statement made by Buyer in the Ancillary Agreements or any certificate, schedule, statement, certificate or other document or instrument furnished or to be furnished to the Vendor Seller pursuant hereto hereto, when taken together, contains or will at the Closing contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Composite Technology Corp), Asset Purchase Agreement (Composite Technology Corp)

Completeness of Disclosure. No representation or warranty made by Seller, the Purchaser Company or any officer of the Company in this Agreement nor or any certificate, schedule, statement, document or instrument furnished or certificate delivered to be furnished to the Vendor Buyer pursuant hereto (a) Knowingly contains or will contain any untrue statement of a material fact any fact; or (b) intentionally omits or will omit to state a material any fact required to be stated herein or therein or that is necessary to make any statement herein the statements made, in the context in which made, not false or therein not materially misleadingmisleading in substantial respect.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Tiptree Financial Inc.), Membership Interest Purchase Agreement (National Health Investors Inc)

Completeness of Disclosure. No representation or warranty made by the Purchaser Seller in this Agreement nor or any certificate, schedule, statement, document or instrument furnished or certificate delivered to be furnished to the Vendor Buyer pursuant hereto (a) Knowingly contains or will contain any untrue statement of a material fact any fact; or (b) intentionally omits or will omit to state a material any fact required to be stated herein or therein or that is necessary to make the statements made, in the context in which made, not false or misleading in any statement herein or therein not materially misleadingrespect.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Tiptree Financial Inc.), Membership Interest Purchase Agreement (National Health Investors Inc)

Completeness of Disclosure. No representation or warranty made by the Purchaser Vendor in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to the Vendor pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a any material fact required to be stated herein or therein or necessary to make any statement the statements contained herein or therein not materially false or misleading.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Mobetize, Corp.), Purchase and Sale Agreement (Mobetize, Corp.)

Completeness of Disclosure. No representation or warranty by the Purchaser Company or any Selling Shareholder in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to the Vendor RV Estates pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 2 contracts

Samples: Share Exchange Agreement (Real Value Estates Inc), Share Exchange Agreement (Real Value Estates Inc)

Completeness of Disclosure. No representation or warranty by the Purchaser made in this Agreement nor agreement by or on behalf of Sellers and in any list, certificate, scheduleExhibit, statementSchedule or other instrument, document document, agreement or instrument furnished writing made a part hereof or to be furnished to delivered hereunder or in connection with the Vendor pursuant hereto transactions contemplated hereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material any fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 2 contracts

Samples: Definitive Asset Purchase Agreement (Natural Gas Systems Inc/New), Definitive Asset Purchase Agreement (Natural Gas Systems Inc/New)

Completeness of Disclosure. No representation or warranty by the Purchaser Sellers in this Agreement nor or in any certificate, schedule, written statement, document or instrument furnished or to be furnished to the Vendor Purchaser pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Teltronics Inc)

Completeness of Disclosure. No representation or warranty by the Purchaser Seller in this Amended Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Purchaser pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution or performance of this Amended Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Equalnet Communications Corp)

Completeness of Disclosure. No representation or warranty by the Purchaser Buyer in this Agreement nor or in any certificate, schedule, statementlist, document document, agreement or instrument furnished or to be furnished to Seller in connection with the Vendor pursuant hereto execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Partnership Interest Purchase Agreement (Shenandoah Telecommunications Co/Va/)

Completeness of Disclosure. No representation or warranty by e -------------------------- resources or the Purchaser Stockholder in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Purchaser pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (E Resources Inc)

Completeness of Disclosure. No representation or warranty by the Purchaser Buyers in this Agreement nor any certificatecontains, scheduleor when delivered will contain, statement, document or instrument furnished or to be furnished to the Vendor pursuant hereto contains or will contain any an untrue statement of a material fact or omits omits, or when delivered will omit omit, to state a material fact required to be stated herein or therein or necessary necessary, in light of the circumstances in which such statements are made, to make any statement herein or the statements made therein not materially misleading.

Appears in 1 contract

Samples: Subscription and Purchase Agreement (Insignia Financial Group Inc)

Completeness of Disclosure. No representation or warranty by the Purchaser Sellers in this Agreement nor Agreement, and no statement made by Sellers in the Seller Disclosure Schedule, or any certificate, schedule, statement, certificate or other document or instrument furnished or to be furnished to Buyer pursuant hereto, or in connection with the Vendor pursuant hereto execution or performance of this Agreement, when taken together, contains or will at the Closing contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mandalay Media, Inc.)

Completeness of Disclosure. No representation or warranty by the Purchaser Seller in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Purchaser pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact fact, or omits or will omit to state a material fact required to be stated herein or therein therein, or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celadon Group Inc)

Completeness of Disclosure. No representation or warranty by the Purchaser Seller in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Purchaser pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution of performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rotary Power International Inc)

Completeness of Disclosure. No representation or warranty by the Purchaser Seller or BSI in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to the Vendor Buyer pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Nova Lifestyle, Inc.)

Completeness of Disclosure. No representation or warranty by the Purchaser Seller in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to the Vendor PEG pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: The Agreement of Purchase and Sale (Phi Group Inc)

Completeness of Disclosure. No representation representa-tion or warranty by the Purchaser in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Seller pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution or performance or this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Assets Purchase Agreement (Compu Dawn Inc)

Completeness of Disclosure. No representation or warranty by the Purchaser Seller in this Agreement nor Agreement, and no statement made by Seller in the Seller Disclosure Schedule, the Ancillary Agreements or any certificate, schedule, statement, certificate or other document or instrument furnished or to be furnished to the Vendor Buyer pursuant hereto hereto, contains or will at the Closing contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein therein, in light of the circumstances in which it was made, not materially misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Advanced Energy Industries Inc)

Completeness of Disclosure. No representation or warranty by the Purchaser Seller in this Agreement nor Agreement, and no statement made by Seller in any certificate, schedule, statement, certificate or other document or instrument furnished or to be furnished to the Vendor Buyer pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (CVD Equipment Corp)

Completeness of Disclosure. No Neither any representation or warranty by the Purchaser Sellers and Owner in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished by Sellers or Owner to Purchaser pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact fact, or omits or will omit to state a material fact required to be stated herein or therein therein, or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Adams Resources & Energy, Inc.)

Completeness of Disclosure. No Except to the extent qualified by Section 3.1.24, no representation or warranty by the Purchaser Seller in this Agreement nor in any Disclosure Schedule, certificate, schedule, statement, document or instrument furnished or to be furnished to Purchaser pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Escrow Agreement (Adams Respiratory Therapeutics, Inc.)

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Completeness of Disclosure. No representation or warranty by the Purchaser Company or the Shareholders in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Purchaser pursuant hereto, or in connection with the Vendor pursuant hereto execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medicalcontrol Inc)

Completeness of Disclosure. No representation or warranty by the Purchaser Seller in this Agreement nor Agreement, including any certificate, schedule, statementexhibit or attachment hereto, document or instrument furnished or to be furnished to the Vendor pursuant hereto in any Transaction Document, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Partnership Interest Purchase Agreement (Shenandoah Telecommunications Co/Va/)

Completeness of Disclosure. No representation or warranty by the Purchaser Buyer in this Agreement nor Agreement, and no statement made by Buyer in the Buyer Disclosure Schedule, or any certificate, schedule, statement, certificate or other document or instrument furnished or to be furnished to Sellers pursuant hereto, or in connection with the Vendor pursuant hereto execution or performance of this Agreement, when taken together, contains or will at the Closing contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mandalay Media, Inc.)

Completeness of Disclosure. No representation or warranty by the Purchaser Company or the Shareholders in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Purchaser and MedicalControl pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medicalcontrol Inc)

Completeness of Disclosure. No representation or warranty by the Purchaser any Seller contained in this Agreement nor or any certificate, schedule, statement, document Schedule or instrument furnished or to be furnished to the Vendor pursuant Exhibit hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a any material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eurand N.V.)

Completeness of Disclosure. No representation or warranty by the Purchaser in Neither this Agreement Agreement, nor any certificateSchedule, scheduleExhibit, statementlist, certificate or other instrument or document or instrument furnished or by Buyer to be furnished Seller pursuant to the Vendor pursuant hereto this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a any material fact required to be stated herein or therein or necessary to make any statement the statements and information contained herein or therein not materially misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Coast Dental Services Inc)

Completeness of Disclosure. No representation or warranty by of Seller or the Purchaser Company in this Agreement Agreement, nor any certificate, schedule, statement, certificate or other document or instrument furnished or to be furnished by Seller or the Company to Purchaser pursuant to this Agreement, nor the Vendor pursuant hereto exhibits and schedules hereto, contains or will contain any untrue statement of a material fact fact, or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein the statements therein, in light of the circumstances under which they were made, not materially misleading.

Appears in 1 contract

Samples: Member Interest Purchase Agreement (C-Cor Inc)

Completeness of Disclosure. No representation or warranty by the Purchaser Sellers or Maxco in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Purchaser pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution or 23 performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.. 24

Appears in 1 contract

Samples: Asset Purchase Agreement (Maxco Inc)

Completeness of Disclosure. No representation or warranty by the Purchaser Sellers in this Agreement Agreement, nor any certificate, scheduleSchedule, statement, document or instrument furnished or to be furnished to the Vendor Sellers pursuant hereto hereto, contains or will will, to the best of Seller’s knowledge, contain any untrue or misleading statement of a material Material fact or omits omit or will omit to state a material Material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleadingherein.

Appears in 1 contract

Samples: Agreement (Parallax Health Sciences, Inc.)

Completeness of Disclosure. No representation or warranty by the Purchaser Seller in this Agreement nor any certificate, schedule, statement, document or instrument furnished to or to be furnished to Buyer in connection with the Vendor pursuant hereto negotiation, execution or performance of this Agreement or the Letter Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sterling Software Inc)

Completeness of Disclosure. No representation or warranty by the Purchaser in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Seller and Shareholders pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Plan of Reorganization and Asset Purchase Agreement (3m Co)

Completeness of Disclosure. No representation or warranty by the Purchaser Company or either Principal Shareholder in this Agreement nor or any certificate, schedule, statement, document or instrument furnished or to be furnished to Purchaser pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Share Purchase Agreement (Carnegie Group Inc)

Completeness of Disclosure. No representation or warranty by the Purchaser Selling Shareholder in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to the Vendor AHFL pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Acquisition Agreement (China United Insurance Service, Inc.)

Completeness of Disclosure. No representation or warranty by the Purchaser Seller in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to the Vendor Purchaser pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Share Purchase Agreement (Biologix Hair Inc.)

Completeness of Disclosure. No representation or warranty by the Purchaser Seller or any Shareholder in this Agreement Agreement, nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Purchaser pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (E Resources Inc)

Completeness of Disclosure. No representation or warranty or other statement made by the Purchaser Vendors in this Agreement nor or in any certificateof the agreements, schedule, statement, document schedules or instrument furnished or to be furnished to the Vendor pursuant hereto certificates delivered hereunder contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein it, in light of the circumstances in which it was made, not misleading. Except as specifically set forth in this Agreement or therein not materially misleadingthe schedules hereto, to the knowledge of the Vendors there are no facts or circumstances that could be expected to have, individually or in the aggregate, a Material Adverse Effect.

Appears in 1 contract

Samples: Share Purchase Agreement (Vitran Corp Inc)

Completeness of Disclosure. No representation or warranty by the Purchaser Seller or Avitar in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Buyer pursuant hereto, or in connection with the Vendor pursuant hereto negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Avitar Inc /De/)

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