DISCLOSURE; EFFECT OF TRANSACTION Sample Clauses

DISCLOSURE; EFFECT OF TRANSACTION. Neither this Agreement nor any statement, list or certificate furnished or to be furnished by Seller or Transcend or their representatives to Purchaser or CORE pursuant hereto or in connection with this Agreement or any of the transactions hereby contemplated, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances in which they are made, not misleading. To the best of Seller's and Transcend's knowledge, there is no fact regarding Seller, the Business or Transcend or their respective prospects which a reasonable buyer would reasonably consider material in making a decision with respect to the purchase of the Subject Assets which has not been disclosed to CORE or Purchaser in this Agreement including the Schedules hereto. No creditor, employee, consultant, client or other customer or other person having a material business relationship with Seller or the Business has informed Seller or Transcend that such person or entity intends to change the relationship because of the purchase and sale of the Subject Assets as contemplated hereby, which change would have a material adverse effect on Business.